SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 1995 OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM _____ TO _____ Commission File No. 0-14147 QUESTAR PIPELINE COMPANY (Exact name of registrant as specified in its charter) STATE OF UTAH 87-0307414 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) P.O. Box 11450, 79 South State Street, Salt Lake City, Utah 84147 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code:(801) 530-2400 Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. Class Outstanding as of October 31, 1995 Common Stock, $1.00 par value 6,550,843 shares Registrant meets the conditions set forth in General Instruction H(a)(1) and (b) of Form 10-Q and is filing this Form 10-Q with the reduced disclosure format. QUESTAR PIPELINE COMPANY STATEMENTS OF INCOME (Unaudited) 3 Months Ended 9 Months Ended 12 Months Ended September 30, September 30, September 30, 1995 1994 1995 1994 1995 1994 (In Thousands) REVENUES $28,479 $27,948 $87,879 $85,117 $118,370 $114,228 OPERATING EXPENSES Operating and maintenance 10,507 10,253 33,499 32,102 44,175 42,898 Depreciation 4,122 3,920 12,384 11,322 16,515 14,911 Other taxes 1,145 1,046 3,555 3,417 4,637 4,349 TOTAL OPERATING EXPENSES 15,774 15,219 49,438 46,841 65,327 62,158 OPERATING INCOME 12,705 12,729 38,441 38,276 53,043 52,070 INTEREST AND OTHER INCOME (EXPENSE) (4) 185 (343) 663 (2,130) (219) INCOME FROM UNCONSOLIDATED AFFILIATES 16 58 112 187 154 254 DEBT EXPENSE (3,348) (3,263) (10,115) (9,739) (13,483) (12,983) INCOME BEFORE INCOME TAXES 9,369 9,709 28,095 29,387 37,584 39,122 INCOME TAXES 3,480 3,612 10,121 10,913 12,255 13,992 NET INCOME $5,889 $6,097 $17,974 $18,474 $25,329 $25,130 QUESTAR PIPELINE COMPANY CONDENSED BALANCE SHEETS (Unaudited) September 30, December 31, 1995 1994 1994 (In Thousands) ASSETS Current assets Cash and short-term investments $1,669 $249 $1,448 Notes receivable from Questar Corporation 4,600 Accounts receivable 8,435 14,281 15,236 Federal income taxes receivable 428 1,080 Inventories 2,867 2,745 2,583 Other current assets 2,621 1,979 2,809 Total current assets 16,020 23,854 23,156 Property, plant and equipment 626,681 602,129 615,313 Less allowances for depreciation 212,788 201,255 203,008 Net property, plant and equipment 413,893 400,874 412,305 Investment in unconsolidated affiliates 9,087 7,729 7,988 Other assets 11,007 11,363 11,594 $450,007 $443,820 $455,043 LIABILITIES AND SHAREHOLDER'S EQUITY Current liabilities Notes payable to Questar Corporation $3,000 $14,600 Accounts payable and accrued expenses 15,769 $21,247 13,305 Total current liabilities 18,769 21,247 27,905 Long-term debt 134,520 134,501 134,506 Deferred credits 4,636 4,689 4,861 Deferred income taxes 69,401 67,281 68,814 Common shareholder's equity Common stock 6,551 6,551 6,551 Additional paid-in capital 82,034 82,034 82,034 Retained earnings 134,096 127,517 130,372 Total common shareholder's equity 222,681 216,102 218,957 $450,007 $443,820 $455,043 QUESTAR PIPELINE COMPANY CONDENSED STATEMENTS OF CASH FLOWS (Unaudited) 9 Months Ended September 30, 1995 1994 (In Thousands) OPERATING ACTIVITIES Net income $17,974 $18,474 Depreciation 13,584 12,539 Deferred income taxes 587 (54) Income from unconsolidated affiliates (112) (187) 32,033 30,772 Change in operating assets and liabilities 10,291 6,217 NET CASH PROVIDED FROM OPERATING ACTIVITIES 42,324 36,989 INVESTING ACTIVITIES Capital expenditures Purchase of property, plant and equipment (16,042) (41,668) Other investments (1,582) (397) Total capital expenditures (17,624) (42,065) Proceeds from the disposition of property, plant and equipment 1,371 84 CASH USED IN INVESTING ACTIVITIES (16,253) (41,981) FINANCING ACTIVITIES Capital contribution 25,000 Increase in notes receivable from (4,600) Questar Corporation Decrease in notes payable to Questar Corporation (11,600) (3,000) Payment of dividends (14,250) (13,500) CASH (USED IN) PROVIDED FROM FINANCING ACTIVITIES (25,850) 3,900 INCREASE (DECREASE) IN CASH AND SHORT-TERM INVESTMENTS $221 ($1,092) QUESTAR PIPELINE COMPANY NOTES TO CONDENSED FINANCIAL STATEMENTS September 30, 1995 (Unaudited) Note A - Basis of Presentation The interim financial statements furnished reflect all adjustments which are, in the opinion of management, necessary for a fair presentation of the results for the interim periods presented. All such adjustments are of a normal recurring nature. The results of operations for the three-and nine-month periods ended September 30, 1995, are not necessarily indicative of the results that may be expected for the year ending December 31, 1995. For further information refer to the financial statements and footnotes thereto included in the Company's annual report on Form 10-K for the year ended December 31, 1994. QUESTAR PIPELINE COMPANY MANAGEMENT'S ANALYSIS September 30, 1995 Operating Results -- Following is a summary of financial results and operating information for the Company: 3 Months Ended 9 Months Ended 12 Months Ended September 30, September 30, September 30, 1995 1994 1995 1994 1995 1994 (Dollars in Thousands) FINANCIAL RESULTS Revenues From unaffiliated customers $10,118 $12,251 $32,262 $30,452 $42,222 $42,739 From affiliates 18,361 15,697 55,617 54,665 76,148 71,489 Total revenues $28,479 $27,948 $87,879 $85,117 $118,370 $114,228 Operating income $12,705 $12,729 $38,441 $38,276 $53,043 $52,070 Net income 5,889 6,097 17,974 18,474 25,329 25,130 OPERATING STATISTICS Natural gas volumes (in thousands of decatherms) Transportation For unaffiliated customers 36,580 39,225 114,127 96,893 146,484 120,115 For Mountain Fuel 10,888 9,371 55,640 52,583 78,998 84,050 For other affiliated customers 10,941 11,060 27,300 32,176 40,217 40,197 Total transportation 58,409 59,656 197,067 181,652 265,699 244,362 Gathering For unaffiliated customers 10,069 10,639 29,816 30,725 38,891 40,184 For Mountain Fuel 5,083 3,022 21,943 21,224 32,817 33,057 For other affiliated customers 1,173 3,430 4,268 10,251 6,102 15,469 Total gathering 16,325 17,091 56,027 62,200 77,810 88,710 Natural gas revenues (per decatherm) Transportation $0.26 $0.28 $0.24 $0.26 $0.24 $0.25 Gathering 0.31 0.28 0.29 0.28 0.29 0.26 Revenues reported in the 1995 periods were higher than the amounts reported in the 1994 periods primarily because of increased storage activities. Storage revenues improved as a result of increased firm commitments at Clay Basin following expansion of the underground storage reservoir, which began with May 1994 billings. The latest increase in service started in May 1995 and adds about $208,000 to revenues each month. Storage services for the 46.3 billion cubic feet of working gas capacity at Clay Basin are fully subscribed. Transportation revenues from customers paying interruptible rates were lower in 1995 due to decreasing volumes. Questar Pipeline's interruptible transportation service competes with a higher quality service offered as released capacity from firm transportation customers. The amount of gas volumes gathered decreased in the 1995 periods primarily in reaction to unusually low gas selling prices at the well-head. The low prices reduced the incentive for producers to sell gas or develop production facilities. In addition, gathering revenues in 1994 include a one-time $1,335,000 upward adjustment from a gathering contract that was approved by the Federal Energy Regulatory Commission (FERC). Operating and maintenance expenses were higher in the 3-, 9- and 12-month periods of 1995 when compared to the same periods of 1994 primarily because of increased labor costs and volume-related costs. Labor costs were higher in 1995 because of an increase in overtime hours, additional employees and merit pay raises. The increase in volume-related costs reflects higher charges for pass-through items, such as ACA and GRI, collected in revenues. The increase in volume-related costs was offset by higher storage and transportation revenues. Depreciation expense was higher in the periods ended September 30, 1995, because of capital spending for storage, gathering, and transmission activities. Interest and other income (expense) was an expense in the 1995 periods presented because of the costs of evaluating other business opportunities, reductions of certain investments, less AFUDC (cost of capital) capitalization and lower interest income. The Blacks Fork gas processing plant in southwestern Wyoming began operations in June of 1995 and has reported a $163,000 loss through September 30, 1995. Its results of operations are included with income from unconsolidated affiliates. The effective income tax rate of 36.0% in the first nine months of 1995 was lower than the 37.1% in the first nine months of 1994 after a downward revision of tax expense estimates in the first quarter of 1995. Bid for share of Kern River pipeline, general rate case application and spin-down of gathering assets - Tenneco Gas, a subsidiary of Tenneco, has entered into an agreement to sell its 50 percent interest in the Kern River gas pipeline for $226 million to Questar Pipeline. The company hopes to close the transaction by year-end 1995. Questar Pipeline currently is responding to the Federal Trade Commission's request for more information on the transaction. Questar Corporation plans to fund Questar Pipeline's purchase by borrowing about 70% of the purchase price through debt offerings at the Questar Pipeline level, which includes about $45 million of tax deductible preferred stock, with the remaining 30% to be provided from an equity offering at the Questar Corporation level. Questar Pipeline has received a commitment from a bank to borrow up to $240 million for a term of 18 months to finance this purchase until permanent financing can be put in place. Both Moody's and Standard's & Poor plan to reevaluate Questar Pipeline's debt ratings as a result of the announced acquisition. Questar Pipeline filed a general rate case with the FERC on July 31, 1995, seeking a $23.3 million increase in revenues. The request for additional revenues is intended to recover the costs of enhanced service to customers, meet regulatory requirements and collect the costs associated with employee postretirement benefits. Questar Pipeline asked for a 14.5% return on equity. Included in the filing are requests to recover $2.8 million of transition costs associated with FERC Order No. 636, $1.6 million for employee postretirement and long-term disability costs and $1 million of increased labor costs. By order issued August 31, 1995, Questar Pipeline's rate filing was accepted with an effective date of February 1, 1996, subject to refund. Questar Pipeline concurrently filed a plan with the FERC to transfer 100% or about $60 million of gathering assets, net of accumulated depreciation, to Questar Gas Management Company, a wholly-owned subsidiary. Questar Pipeline requested an effective date of January 1, 1996, for the transaction. Liquidity and Capital Resources -- Operating Activities: Net cash provided from operating activities was $42,324,000 for the first nine months of 1995 compared with $36,989,000 for the same period of 1994. An increase in cash flow resulted primarily from collection of receivables. Investing Activities: Capital expenditures were $17,624,000 in the first nine months of 1995, compared with $42,065,000 in the corresponding 1994 period. Capital expenditures for calendar year 1995 are estimated at $30,300,000, which does not include the $226 million purchase of an interest in the Kern River pipeline. Capital expenditures are estimated at $41,000,000 for 1996. Financing Activities: Financing activities in the first nine months of 1995 reflect repayment of debt because net cash provided from operating activities was more than sufficient to fund capital expenditures. Financing activities for the first nine months of 1994 includes a $25,000,000 capital contribution from Questar Corporation, which was used to partially fund capital expenditures. 1995 capital expenditures are expected to be financed from cash flow provided from operations and amounts borrowed from Questar Corporation. The Company has a short-term line-of-credit arrangement with a bank totaling $200,000. No amounts were borrowed under the short-term line-of-credit arrangement at September 30, 1995. In addition, Questar Corporation, Questar Pipeline's parent company, loans funds to the Company under a short-term arrangement. PART II OTHER INFORMATION Item 5. Other Information. a. As previously reported, Questar Pipeline Company (Questar Pipeline or the Company), a wholly owned subsidiary of Questar Corporation, signed a Stock Purchase Agreement, on September 8, 1995, to purchase Kern River Corporation, which is a wholly owned subsidiary of Tennessee Gas Pipeline Company (Tennessee Gas) and which is one of two partners in the Kern River Gas Transmission Company (Kern River). Under the terms of the agreement, the Company is obligated to pay a purchase price of $226.2 million. Williams Western Pipeline Company (Williams), the entity within The Williams Companies, Inc., that is the second partner in Kern River, did not exercise its right to match the offer made by Questar Pipeline. The Company and Williams have reached an agreement to operate Kern River through a jointly owned operating company. Such agreement will not become effective unless Questar Pipeline's Kern River acquisition receives the necessary clearance under the Hart-Scott-Rodino Antitrust Improvements Act. Both Questar Pipeline and Tennessee Gas are responding to requests from the Federal Trade Commission for additional information. The Company hopes to close the transaction by December 31, 1995. b. The Federal Energy Regulatory Commission (the FERC), on August 31, 1995, suspended the rates requested by the Company in its general rate case until February 1, 1996. As of that date, Questar Pipeline can collect the rates, subject to refund, until the issues raised in its pending case are resolved. In the application, which was filed on July 31, 1995, the Company is seeking authorization to increase its rates to collect an additional $23.3 million in annualized jurisdictional revenues, including a return on equity of 14.5 percent. The revenue increase includes transition costs associated with Order No. 636, postemployment costs, increased labor costs, and the recovery of costs associated with facilities added since the Company's last general rate case. c. The Company's application to abandon specified gathering facilities is still pending before the FERC. Questar Pipeline filed this application in order to spin-down its gathering facilities to Questar Gas Management Company (Questar Gas Management), which is a wholly owned subsidiary of the Company. Questar Gas Management concurrently requested that the FERC issue a declaratory order acknowledging that the gathering facilities and services are nonjurisdictional. Questar Pipeline and Questar Gas Management have proposed that the transfer be effective January 1, 1996. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. QUESTAR PIPELINE COMPANY (Registrant) November 10, 1995 /s/A. J. Marushack (Date) A. J. Marushack President and Chief Executive Officer November 10, 1995 /s/W. F. Edwards (Date) W. F. Edwards Vice President and Chief Financial Officer