10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2016

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                      to                     

QUESTAR GAS COMPANY

(Exact name of registrant as specified in its charter)

Commission File Number:	(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
333-69210	Utah	87-0155877

333 South State Street, P.O. Box 45433, Salt Lake City, Utah 84145-0433

(Address of principal executive offices)

Registrant’s telephone number, including area code (801) 324-5000

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  ☒    No  ☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  ☒    No  ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. Do not check non-accelerated filer if a smaller reporting company (Check one).

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ☐    No  ☒

Indicate the number of shares outstanding of each of the issued class of common stock, as of October 15, 2016. All the common stock is held by Dominion Questar Corporation.

$2.50 per share par value 9,189,626

Registrant meets the conditions set forth in General Instruction H(1)(a) and (b) of Form 10-Q and is therefore filing this form with the reduced disclosure format.

QUESTAR GAS COMPANY

FORM 10-Q

FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2016

TABLE OF CONTENTS

		Page
Glossary of Commonly Used Terms			3
PART I	FINANCIAL INFORMATION
ITEM 1.	FINANCIAL STATEMENTS (Unaudited)		4
	Condensed Statements of Income		4
	Condensed Balance Sheets		5
	Condensed Statements of Cash Flows		6
	Notes to the Financial Statements		7
ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS		16
ITEM 4.	CONTROLS AND PROCEDURES		18
PART II	OTHER INFORMATION		19
ITEM 1.	LEGAL PROCEEDINGS		19
ITEM 6.	EXHIBITS		19
SIGNATURES			20

Questar Gas 2016 Form 10-Q 2

Glossary of Commonly Used Terms

Asset Retirement Obligation (ARO)	Asset retirement obligation
Billion Cubic Feet (bcf)	Billion cubic feet.
British Thermal Unit (Btu)	A measure of the amount of energy required to raise the temperature of a one-pound mass of water one degree Fahrenheit at sea level.
Conservation Enabling Tariff (CET)	A rate mechanism in Utah and Wyoming that decouples customer usage of natural gas from the non-gas revenues received by Questar Gas by specifying an allowed monthly revenue per customer. Differences between the allowed CET revenue and actual usage are deferred and recovered from or refunded to customers through future rate changes.
Cubic Feet (cf)	One standard cubic foot equals the volume of gas in one cubic foot measured at standard conditions - a temperature of 60 degrees Fahrenheit and a pressure of 30 inches of mercury (approximately 14.7 pounds per square inch).
Dekatherm (dth)	Ten therms. One dth equals one million Btu or approximately one Mcf.
Dominion	The legal entity, Dominion Resources, Inc., one or more of its consolidated subsidiaries (other than Dominion Questar) or operating segments or the entirety of Dominion Resources, Inc. and its consolidated subsidiaries
Dominion Questar	The legal entity, Dominion Questar Corporation (formerly known as Questar Corporation) is the parent of Questar Gas.
Dominion Questar Combination	Agreement and plan of merger entered on January 31, 2016 between Dominion and Dominion Questar in which Dominion Questar became a wholly-owned subsidiary of Dominion upon closing on September 16, 2016.
Energy-Efficiency Program (EEP)	Costs incurred by Questar Gas to promote energy conservation in the form of rebates and promotions. EEP costs are recovered from customers through periodic rate adjustments.
FERC	Federal Energy Regulatory Commission.
Gas	All references to “gas” in this report refer to natural gas.
Heating Degree Days	A measure of the number of degrees the average daily outside temperature is below 65 degrees Fahrenheit.
M	Thousand.
MM	Million.
Natural Gas Liquids (NGL)	Liquid hydrocarbons that are extracted and separated from the natural gas stream. NGL products include ethane, propane, butane, natural gasoline and heavier hydrocarbons.
PSCU	Public Service Commission of Utah.
PSCW	Wyoming Public Service Commission.
Questar Gas	The legal entity, Questar Gas Company or the Company.
Questar Pipeline	The legal entity, Questar Pipeline, LLC (successor by statutory conversion to and formerly known as Questar Pipeline Company), an affiliate company to Questar Gas, one or more of its consolidated subsidiaries, or the entirety of Questar Pipeline, LLC and its consolidated subsidiaries.
SEC	United States Securities and Exchange Commission.
Wexpro	The legal entity, Wexpro Company, is an affiliate company to Questar Gas that develops and produces natural gas from cost-of-service reserves for Questar Gas customers.
Wexpro Agreement	A long-standing comprehensive agreement with the states of Utah and Wyoming. The agreement was effective August 1, 1981, and sets forth the rights of Questar Gas to receive certain benefits from Wexpro’s operations. The agreement was approved by the PSCU and PSCW in 1981 and affirmed by the Supreme Court of Utah in 1983.
Wexpro II Agreement	An agreement with the states of Utah and Wyoming modeled after the Wexpro Agreement that allows for the addition of properties under the cost-of-service methodology for the benefit of Questar Gas customers. The agreement was approved by the PSCU and PSCW in 2013.

Questar Gas 2016 Form 10-Q 3

PART I—FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS.

QUESTAR GAS COMPANY

CONDENSED STATEMENTS OF INCOME

(Unaudited)

	3 Months Ended September 30,						9 Months Ended September 30,
	2016			2015			2016			2015
	(in millions)
REVENUES(1)	$	87.9		$	89.3		$	624.0		$	605.8
OPERATING EXPENSES
Cost of natural gas sold (excluding operating expenses shown separately)(1)		39.7			44.4			364.4			362.0
Other operations and maintenance(1)		47.5			35.3			131.4			119.4
Depreciation and amortization		15.3			13.8			45.0			40.9
Other taxes		5.2			4.7			15.8			14.4
Total Operating Expenses		107.7			98.2			556.6			536.7
OPERATING INCOME (LOSS)		(19.8	)		(8.9	)		67.4			69.1
Interest and other income		0.9			1.3			2.8			3.6
Interest expense		7.3			7.0			22.5			21.2
INCOME (LOSS) BEFORE INCOME TAXES		(26.2	)		(14.6	)		47.7			51.5
Income taxes benefit/(expense)		8.5			5.8			(19.4	)		(19.3	)
NET INCOME (LOSS)	$	(17.7	)	$	(8.8	)	$	28.3		$	32.2

⁽¹⁾  See Note 9 for amounts attributable to affiliates

See notes accompanying the financial statements

Questar Gas 2016 Form 10-Q 4

QUESTAR GAS COMPANY

CONDENSED BALANCE SHEETS

(Unaudited)

	September 30, 2016			December 31, 2015(1)
	(in millions)
ASSETS
Current Assets
Cash and cash equivalents	$	—		$	10.5
Accounts receivable, net		24.0			112.0
Unbilled gas accounts receivable		10.1			91.0
Receivable from affiliates		9.2			69.2
Inventories at lower of average cost or market:
Gas stored underground		67.2			43.9
Materials and supplies		18.4			17.1
Regulatory assets		5.9			69.8
Prepaid expenses and other		4.2			3.5
Total Current Assets		139.0			417.0
Property, Plant and Equipment		2,834.0			2,570.3
Accumulated depreciation and amortization		(725.5	)		(812.2	)
Net Property, Plant and Equipment		2,108.5			1,758.1
Receivable from affiliates		72.6			—
Regulatory assets		6.4			11.9
Other noncurrent assets		6.8			5.7
TOTAL ASSETS	$	2,333.3		$	2,192.7
LIABILITIES AND COMMON SHAREHOLDER’S EQUITY
Current Liabilities
Notes payable to Dominion Questar	$	244.5		$	273.3
Accounts payable and accrued expenses		84.5			122.5
Accounts payable to affiliates		52.0			74.5
Other current liabilities		44.5			38.3
Total Current Liabilities		425.5			508.6
Long-term debt		531.4			531.2
Deferred income taxes		466.3			436.7
Regulatory liabilities		186.4			65.6
Asset retirement obligations		74.6			0.6
Customer contributions in aid of construction		22.9			23.7
Other noncurrent liabilities		0.2			1.6
TOTAL LIABILITIES		1,707.3			1,568.0
Contingencies and commitments - Note 10
COMMON SHAREHOLDER’S EQUITY
Common stock - par value $2.50; 9.2 million shares authorized and outstanding at September 30, 2016 and December 31, 2015		23.0			23.0
Additional paid-in capital		269.8			266.8
Retained earnings		333.2			334.9
Total Common Shareholder’s Equity		626.0			624.7
TOTAL LIABILITIES AND COMMON SHAREHOLDER’S EQUITY	$	2,333.3		$	2,192.7

⁽¹⁾ Derived from 2015 audited financial statements

See notes accompanying the financial statements

Questar Gas 2016 Form 10-Q 5

QUESTAR GAS COMPANY

CONDENSED STATEMENTS OF CASH FLOWS

(Unaudited)

	9 Months Ended September 30,
	2016			2015
	(in millions)
OPERATING ACTIVITIES
Net income	$	28.3		$	32.2
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		51.8			45.0
Deferred income taxes		29.6			18.0
Other adjustments for non-cash items		2.9			1.0
Changes in operating assets and liabilities		133.0			24.1
NET CASH PROVIDED BY OPERATING ACTIVITIES		245.6			120.3
INVESTING ACTIVITIES
Property, plant and equipment purchased		(186.3	)		(153.2	)
Property, plant and equipment purchased from affiliates		(10.6	)		—
Acquisition of gas distribution system		—			(11.4	)
Cash used in disposition of assets		(3.5	)		(2.3	)
Proceeds from disposition of assets		0.4			0.2
NET CASH USED IN INVESTING ACTIVITIES		(200.0	)		(166.7	)
FINANCING ACTIVITIES
Change in notes payable to Dominion Questar		(28.8	)		60.7
Checks outstanding in excess of cash balances		2.7			3.4
Dividends paid to Dominion Questar		(30.0	)		(37.5	)
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES		(56.1	)		26.6
Change in cash and cash equivalents		(10.5	)		(19.8	)
Beginning cash and cash equivalents		10.5			19.8
Ending cash and cash equivalents	$	—		$	—

See notes accompanying the financial statements

Questar Gas 2016 Form 10-Q 6

QUESTAR GAS COMPANY

NOTES TO THE FINANCIAL STATEMENTS

(Unaudited)

Note 1 - Nature of Business

Questar Gas is a wholly-owned subsidiary of Dominion Questar which, effective September 2016, is a wholly-owned subsidiary of Dominion. The Company provides retail natural gas distribution in Utah, southwestern Wyoming and a small portion of southeastern Idaho. Questar Gas is regulated by the PSCU and the PSCW. The Public Utility Commission of Idaho has contracted with the PSCU for rate oversight of Questar Gas’ Idaho operations.

Note 2 - Basis of Presentation of Interim Financial Statements

The interim financial statements were prepared in accordance with U.S. generally accepted accounting principles (GAAP) and with the instructions for Quarterly Reports on Form 10-Q and SEC Regulations S-X and S-K. The financial statements reflect all normal, recurring adjustments and accruals that are, in the opinion of management, necessary for a fair presentation of its financial position and results of operations for the interim periods presented. Interim financial statements do not include all of the information and notes required by GAAP for audited annual financial statements. These financial statements should be read in conjunction with the financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2015.

The preparation of the condensed financial statements and notes in conformity with GAAP requires that management make estimates and assumptions that affect the amounts of revenues, expenses, assets and liabilities, and disclosure of contingent assets and liabilities. Actual results could differ from estimates. The results of operations for the three and nine months ended September 30, 2016, are not necessarily indicative of the results that may be expected for the year ending December 31, 2016.

Certain reclassifications were made to prior year information to conform to the current year presentation. The Company has adopted Accounting Standards Update 2015-03, Interest - Imputation of Interest (Subtopic 835-30). The Company has retrospectively adjusted prior period debt issuance costs to be reflected in long-term debt. The reclassifications did not affect the Company’s net income, total assets, liabilities, equity or cash flows, except as noted above.

Questar Gas obtains the majority of its gas supply from Wexpro’s cost-of-service production and pays Wexpro an operator service fee based on the terms of the Wexpro Agreement and the Wexpro II Agreement (Wexpro Agreements). Questar Gas also obtains transportation and storage services from Questar Pipeline. During the second and third quarters of the year, a significant portion of the natural gas from Wexpro production is injected into underground storage. This gas is withdrawn from storage as needed during the heating season in the first and fourth quarters. The cost of natural gas sold is credited with the value of natural gas as it is injected into storage and debited as it is withdrawn from storage.

Questar Gas 2016 Form 10-Q 7

The details of Questar Gas’ consolidated cost of sales are as follows:

	3 Months Ended September 30,						9 Months Ended September 30,
	2016			2015			2016			2015
	(in millions)
Gas purchases	$	2.0		$	0.3		$	51.1		$	43.5
Operator service fee(1)		77.7			80.7			236.4			241.0
Transportation and storage(1)		17.8			18.1			57.5			58.4
Gathering		6.0			5.7			17.4			16.7
Royalties		5.7			7.6			16.0			26.4
Storage (injection), net		(44.2	)		(42.8	)		(23.4	)		(28.6	)
Purchased-gas account adjustment		(26.6	)		(26.4	)		5.5			0.9
Other		1.3			1.2			3.9			3.7
Total cost of natural gas sold	$	39.7		$	44.4		$	364.4		$	362.0

⁽¹⁾ See Note 9 for amounts attributable to affiliates

Note 3 - Operating Revenue

Questar Gas’ operating revenue consists of the following:

	3 Months Ended September 30,				9 Months Ended September 30,
	2016		2015		2016		2015
	(in millions)
Residential and commercial sales	$	72.1	$	73.8	$	576.7	$	554.9
Industrial sales		3.5		4.5		13.0		16.9
Transportation for industrial customers		6.3		5.5		18.0		15.5
Service		1.0		1.0		3.8		3.7
Other		5.0		4.5		12.5		14.8
Total operating revenue	$	87.9	$	89.3	$	624.0	$	605.8

Note 4 - Rate Regulation

Questar Gas records regulatory assets and liabilities in accordance with orders and guidance per the PSCU and PSCW. The Company recovers the costs of assets but does not generally receive a return on these assets. The current portion of regulatory liabilities are included in other current liabilities on the Condensed Balance Sheets.

Questar Gas 2016 Form 10-Q 8

The following table details regulatory assets and liabilities:

	September 30, 2016				December 31, 2015
	Current		Noncurrent		Current		Noncurrent
	(in millions)
Regulatory assets:
Purchased-gas adjustment(1)	$	—	$	—	$	18.9	$	—
Energy-efficiency program(2)		1.3		—		1.1		—
Contract withholding(3)		1.7		—		20.3		—
Deferred cost-of-service gas charges(4)		—		—		19.5		8.1
Cost of reacquired debt(5)		—		3.3		—		3.8
Pipeline integrity costs(6)		1.9		3.1		6.3		—
Conservation Enabling Tariff(7)		0.4		—		3.6		—
Other		0.6		—		0.1		—
Total regulatory assets	$	5.9	$	6.4	$	69.8	$	11.9
Regulatory liabilities:
Purchased-gas adjustment(1)	$	2.6	$	—	$	—	$	—
Cost of plant removal and AROs(8)		8.3		185.1		3.7		65.5
Income taxes refundable to customers(9)		—		0.1		—		0.1
Other		0.7		1.2		0.3		—
Total regulatory liabilities	$	11.6	$	186.4	$	4.0	$	65.6

⁽¹⁾ Purchased-gas costs that are different from those provided for in present rates are accumulated and recovered or credited through future rate changes.

⁽²⁾ The energy-efficiency program relates to funds expended for promoting the conservation of natural gas through advertising, rebates for efficient homes and appliances and home energy audits. Costs are recovered from customers through periodic rate adjustments. Costs incurred in excess of recoveries result in an asset; recoveries in excess of costs incurred result in a liability.

⁽³⁾  In 2016, Questar Gas recorded a regulatory asset of $1.7 million for a disputed amount withheld from a supplier of storage services. The amount withheld will be recovered from customers if it is determined that Questar Gas is required to pay the supplier. The $20.3 million withheld from a supplier of gathering services as of year-end, per the dispute settlement agreement, was resolved and reversed in March 2016. For further details, see Note 11 in the Company’s first quarter 2016 Form 10-Q filing.

⁽⁴⁾  Operating and maintenance, depreciation, depletion and amortization, production taxes and royalties on cost-of-service gas production and future expenses related to abandonment of Wexpro-operated gas and oil wells. Noncurrent cost-of-service gas charges also include amounts for production imbalances that will be recovered from customers at the end of the related gas wells’ useful lives. These costs were transferred to Wexpro in September 2016.

⁽⁵⁾  Gains and losses on the reacquisition of debt by rate-regulated companies are deferred and amortized as interest expense over the would-be remaining life of the reacquired debt. The reacquired debt costs had a weighted-average life of approximately 6.3 years as of September 30, 2016.

⁽⁶⁾  The costs of complying with pipeline-integrity regulations are recovered in rates subject to a PSCU order. Questar Gas is allowed to recover $7.0 million per year. Costs incurred in excess of this amount will be recovered in future rate changes.

⁽⁷⁾  The CET asset represents actual revenues received that are less than the allowed revenues. Any deficiency in amounts collected are recovered through periodic rate adjustments.

⁽⁸⁾  Cost of plant removal and AROs represent amounts recovered from customers for costs of future activities to remove assets that are expected to be incurred at the time of retirement.

⁽⁹⁾  Income taxes refundable to customers arise from adjustments to deferred taxes, refunded over the life of the related property, plant and equipment.

Rate Case Filings

On July 1, 2016, Questar Gas filed a general rate case with the PSCU. However, as part of the Settlement Stipulation Agreement approved on August 22, 2016 relating to the Dominion Questar Combination, Questar Gas agreed to withdraw the general rate case and not file a new general rate case to adjust its base distribution non-gas rates until July 1, 2019, unless otherwise ordered by the PSCU. A Settlement Stipulation Agreement was also approved by the PSCW on September 14, 2016, relating to the Dominion Questar Combination, in which Questar Gas agreed to not file a general rate case application with a requested rate effective date earlier than January 1, 2020. Information regarding the Dominion Questar Combination was also provided to the Idaho Public Utilities Commission, who acknowledged the Dominion Questar Combination in October 2016 and directed Dominion Questar to notify the Idaho Public Utilities Commission when it makes filings with the PSCU.

Questar Gas 2016 Form 10-Q 9

On October 1, 2016, Questar Gas filed for an $8.6 million gas cost increase. The PSCU approved the rate filing effective November 1, 2016, reflecting a forecasted increase in commodity costs.

Note 5 - Asset Retirement Obligations

Questar Gas records an ARO along with an increase to the carrying value of the related property, plant and equipment when there is a legal obligation associated with the retirement of a tangible long-lived asset. The fair value of retirement costs is estimated by the Company based on abandonment costs of similar properties and depreciated over the life of the related assets. Revisions to estimates result from material changes in the expected timing or amount of cash flows associated with AROs. As a result of a change in the estimated timing of cash flows for the interim retirement of natural gas pipeline components, Questar Gas recorded an increase of $75.1 million to AROs in the third quarter of 2016. Income or expense resulting from the settlement of ARO liabilities sold is included in other operations and maintenance on the Condensed Statements of Income. The current portion of the ARO balance is $1.5 million and is included in other current liabilities on the Condensed Balance Sheets. The ARO liability is adjusted to present value each period through an accretion calculation using a credit-adjusted risk-free interest rate. Changes in Questar Gas’ AROs from the Condensed Balance Sheets were as follows:

	9 Months Ended September 30,
	2016			2015
	(in millions)
AROs at beginning of year	$	0.6		$	0.6
Accretion		0.7			—
Revisions in estimated cash flows		75.1			—
Liabilities settled		(0.3	)		—
AROs at end of period	$	76.1		$	0.6

Note 6 - Operating Segments

The Corporate and Other Segment primarily includes specific items attributable to Questar Gas’ operating segment that are not included in profit measures evaluated by executive management in assessing the segment’s performance or in allocating resources.

The net expense for specific items in 2016 primarily related to a $11.9 million ($7.7 million after-tax) charge for transaction costs associated with the Dominion Questar Combination. These costs primarily consist of employee related costs allocated to Questar Gas and are included in other operations and maintenance on the Condensed Statements of Income.

Questar Gas 2016 Form 10-Q 10

The following table presents segment information pertaining to Questar Gas’ operations:

	Questar Gas			Corporate and Other			Consolidated Total
	(in millions)
Three Months Ended September 30, 2016
Operating revenue	$	87.9		$	—		$	87.9
Net loss		(10.0	)		(7.7	)		(17.7	)
Three Months Ended September 30, 2015
Operating revenue	$	89.3		$	—		$	89.3
Net loss		(8.8	)		—			(8.8	)
Nine Months Ended September 30, 2016
Operating revenue	$	624.0		$	—		$	624.0
Net income (loss)		36.0			(7.7	)		28.3
Nine Months Ended September 30, 2015
Operating revenue	$	605.8		$	—		$	605.8
Net income		32.2			—			32.2

Note 7 - Fair Value Measurements

Questar Gas’ fair value measurements are made in accordance with the policies discussed in Note 6 to the Consolidated Financial Statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2015. See Note 8 in this report for further information about Questar Gas’ derivatives and hedge accounting activities.

Questar Gas’ commodity derivative valuations are prepared by Dominion’s Enterprise Risk Management (ERM) department. The ERM department creates mark-to-market valuations for Questar Gas’ derivative transactions using computer-based statistical models. The inputs that go into the market valuations are transactional information stored in the systems of record and market pricing information that resides in data warehouse databases. The majority of forward prices are automatically uploaded into the data warehouse databases from various third-party sources. Inputs obtained from third-party sources are evaluated for reliability considering the reputation, independence, market presence, and methodology used by the third-party. If forward prices are not available from third-party sources, then the ERM department models the forward prices based on other available market data. A team consisting of risk management and risk quantitative analysts meets and assesses the validity of market prices and mark-to-market valuations. Changes in mark-to-market valuations from period to period are examined and qualified against historical expectations. If any discrepancies are identified during this process, the mark-to-market valuations or the market pricing information is evaluated further and adjusted, if necessary.

For options where observable pricing information is not available from external sources, Questar Gas generally uses a modified Black-Scholes Model or other option model.

The inputs and assumptions used in measuring fair value for commodity derivative contracts include the following:

• Forward commodity prices

• Transaction prices

• Price correlation

• Volumes

• Commodity location

• Interest rates

• Credit quality of counterparties and Questar Gas

• Credit enhancements

• Time value

For derivative contracts, Questar Gas recognizes transfers among Level 1, Level 2 and Level 3 based on fair values as of the first day of the month in which the transfer occurs. Transfers out of Level 3 represent assets and liabilities that were previously classified as Level 3 for which the inputs became observable for classification in either Level 1 or Level 2. Because the activity and liquidity of commodity markets vary substantially between regions and time periods, the availability of observable inputs for substantially the full term and value of Questar Gas’ over-the-counter derivative contracts is subject to change.

Questar Gas 2016 Form 10-Q 11

Level 3 Valuations

Fair value measurements are categorized as Level 3 when price or other inputs that are considered to be unobservable are significant to their valuations. Long-dated commodity derivatives are generally based on unobservable inputs due to the length of time to settlement and the absence of market activity and are therefore categorized as Level 3.

Questar Gas enters into certain physical forwards, which are considered Level 3 as they have one or more inputs that are not observable and are significant to the valuation. The discounted cash flow method is used to value Level 3 physical forward contracts. The discounted cash flow model for forwards calculates mark-to-market valuations based on forward market prices, original transaction prices, volumes, risk-free rate of return, and credit spreads. For Level 3 fair value measurements, forward market prices are considered unobservable. The unobservable inputs are developed and substantiated using historical information, available market data, third-party data, and statistical analysis. Periodically, inputs to valuation models are reviewed and revised as needed, based on historical information, updated market data, market liquidity and relationships, and changes in third-party pricing sources.

The following table presents Questar Gas’ quantitative information about Level 3 fair value measurements at September 30, 2016. The range and weighted average are presented in dollars for market price inputs.

	Fair Value (millions)		Valuation Techniques	Unobservable Input	Range		Weighted Average(1)
Assets
Physical and financial forwards and futures:
Natural gas	$	1.6	Discounted cash flow	Market price (per Dth)(2)		2.6 - 3.6		3.1
Total assets	$	1.6

⁽¹⁾  Averages weighted by volume.

⁽²⁾  Represents market prices beyond defined terms for Levels 1 and 2.

Sensitivity of the fair value measurements to changes in the significant unobservable inputs is as follows:

Significant Unobservable Inputs	Position	Change to Input	Impact on Fair Value Measurement
Market price	Buy	Increase (decrease)	Gain (loss)
Market price	Sell	Increase (decrease)	Loss (gain)

Recurring Fair Value Measurements

The following table presents Questar Gas’ assets and liabilities that are measured at fair value on a recurring basis for each hierarchy level, including both current and noncurrent portions. Questar Gas did not have any such items at December 31, 2015.

	September 30, 2016
	Level 1		Level 2		Level 3		Total
	(millions)
Assets
Derivatives:
Commodity	$	—	$	—	$	1.6	$	1.6
Total assets	$	—	$	—	$	1.6	$	1.6
Liabilities
Derivatives:
Commodity	$	—	$	0.1	$	—	$	0.1
Total liabilities	$	—	$	0.1	$	—	$	0.1

Questar Gas 2016 Form 10-Q 12

The following table presents the net change in Questar Gas’ assets and liabilities measured at fair value on a recurring basis and included in the Level 3 fair value category:

	3 Months Ended September 30,				9 Months Ended September 30,
	2016		2015		2016		2015
	(millions)
Beginning balance	$	—	$	—	$	—	$	—
Total realized and unrealized gains (losses):
Included in regulatory assets/liabilities		1.6		—		1.6		—
Ending balance	$	1.6	$	—	$	1.6	$	—

There were no unrealized gains or losses included in earnings in the Level 3 fair value category relating to assets/liabilities still held at the reporting date for the three and nine months ended September 30, 2016 and 2015.

Fair Value of Financial Instruments

Substantially all of Questar Gas’ financial instruments are recorded at fair value, with the exception of the instruments described below, which are reported at historical cost. Estimated fair values have been determined using available market information and valuation methodologies considered appropriate by management. The carrying amount of cash and cash equivalents, accounts receivables, unbilled gas receivables, receivables from affiliates, payables to affiliates, notes payable to Dominion Questar, and accounts payable are representative of fair value because of the short-term nature of these instruments. For Questar Gas’ financial instruments that are not recorded at fair value, the carrying amounts and estimated fair values are as follows:

	September 30, 2016				December 31, 2015
	Carrying Amount		Estimated Fair Value(1)		Carrying Amount		Estimated Fair Value(2)
	(millions)
Long-term debt(3)	$	531.4	$	607.2	$	531.2	$	568.4

⁽¹⁾  Fair value is estimated using market prices, where available, and interest rates currently available for issuance of debt with similar terms and remaining maturities. The fair value measurements are classified as Level 2.

⁽²⁾  Fair value is estimated using the discounted present value of cash flows using Questar Gas’ current credit risk-adjusted borrowing rates. The fair value measurements are classified as Level 2.

⁽³⁾  Carrying amount includes amounts which represent the unamortized debt issuance costs, discount and/or premium.

Note 8 - Derivatives and Hedge Accounting Activities

Questar Gas procures natural gas on behalf of its customers by entering into physical forward natural gas supply contracts, which are considered to be derivative instruments. All derivatives, except those for which an exception applies, are required to be reported in the Condensed Balance Sheets at fair value. Derivative contracts representing unrealized gain positions and purchased options are reported as derivative assets. Derivative contracts representing unrealized losses and options sold are reported as derivative liabilities.

All income statement activity related to derivative instruments, including amounts realized upon settlement, is presented in operating expenses based on the nature of the underlying risk. In Questar Gas’ regulated operations, changes in the fair value of derivative instruments result in the recognition of regulatory assets or regulatory liabilities for jurisdictions subject to cost-based rate regulation. Realized gains or losses on the derivative instruments are generally recognized when the related transactions impact earnings. See Note 7 for further information about fair value measurements and associated valuation methods for derivatives.

Derivative assets and liabilities are presented gross on Questar Gas’ Condensed Balance Sheets. Questar Gas’ derivative contracts include over-the-counter transactions, which are bilateral contracts that are transacted directly with a counterparty. At September 30, 2016, substantially all of Questar Gas’ derivative assets and liabilities were not subject to a master netting or similar arrangement.

Questar Gas 2016 Form 10-Q 13

Volumes

The following table presents the volume of Questar Gas’ derivative activity at September 30, 2016. These volumes are based on open derivative positions and represent the combined absolute value of their long and short positions, except in the case of offsetting transactions, for which they represent the absolute value of the net volume of their long and short positions.

	Current		Noncurrent
Natural Gas (bcf):
Fixed price(1)		7.7		34.1

⁽¹⁾ Includes options.

Fair Value and Gains and Losses on Derivative Instruments

The following table presents the fair values of Questar Gas’ derivatives and where they are presented in its Condensed Balance Sheets. Questar Gas did not have any derivative balances at December 31, 2015.

	Fair Value - Derivatives not under Hedge Accounting		Total Fair Value
At September 30, 2016	(millions)
ASSETS
Current Assets
Commodity	$	0.4	$	0.4
Total current derivative assets(1)		0.4		0.4
Noncurrent Assets
Commodity		1.2		1.2
Total noncurrent derivative assets(2)		1.2		1.2
Total derivative assets	$	1.6	$	1.6
LIABILITIES
Current Liabilities
Commodity	$	0.1	$	0.1
Total current derivative liabilities(3)		0.1		0.1
Total derivative liabilities	$	0.1	$	0.1

⁽¹⁾  Current derivative assets are presented in prepaid expenses and other current assets in Questar Gas’ Condensed Balance Sheets.

⁽²⁾  Noncurrent derivative assets are presented in other noncurrent assets in Questar Gas’ Condensed Balance Sheets.

⁽³⁾  Current derivative liabilities are presented in other current liabilities in Questar Gas’ Condensed Balance Sheets.

Questar Gas did not recognize any gains or losses on derivatives for both the three and nine months ended September 30, 2016 and 2015.

Note 9 - Related-Party Transactions

Questar Gas provided technical services to its affiliates at its cost and charged $4.5 million for the first nine months of 2016, compared to $4.8 million for the same period of 2015, and charged $1.3 million for the third quarter of 2016 compared to $1.1 million for the third quarter of 2015. The majority of these costs are allocated. The allocation methods are based on the specific nature of the charges. Management believes that the allocation methods are reasonable.

Questar Gas has reserved transportation capacity on Questar Pipeline’s system for 956 Mdth per day during the heating season and 841 Mdth per day during off-peak months. Questar Gas periodically releases excess capacity and receives a credit from Questar Pipeline for the released capacity revenues and a portion of Questar Pipeline’s interruptible transportation revenues. Questar Gas’ payment for transportation, storage and processing services provided by Questar Pipeline were $17.3 million and $53.9 million for the three and nine months ended September 30, 2016, respectively, compared to $17.5 million and $54.3 million for the three and nine months ended September 30, 2015. The costs of these services were included in the cost of natural gas sold.

Questar Gas 2016 Form 10-Q 14

The amounts that Questar Gas paid Wexpro for the operation of cost-of-service gas properties were $236.4 million and $241.0 million for the nine months ended 2016 and 2015, respectively, and $77.7 million and $80.7 million for the three months ended September 30, 2016 and 2015, respectively. Questar Gas reports these amounts in the cost of natural gas sold.

Affiliated companies charged Questar Gas for certain administrative and communication functions amounting to $22.7 million and $41.0 million for the three and nine months ended September 30, 2016, respectively, compared to $13.8 million and $42.9 million for the same prior year periods. These costs are included in other operations and maintenance. The administrative charges are generally allocated based on each affiliated company’s proportional share of revenues less product costs; property, plant and equipment; and labor costs. Management believes that the allocation method is reasonable.

The Dominion Questar Combination resulted in merger and restructuring costs of $9.7 million charged from Dominion Questar for both the three and nine months ended September 30, 2016. There were no merger and restructuring costs for the same prior year periods. These costs primarily consist of employee related costs allocated to Questar Gas and are included in other operations and maintenance.

Questar Gas participates in certain Dominion Questar benefit plans. Amounts due from Dominion Questar associated with these benefit plans were $72.6 million and $67.5 million at September 30, 2016 and December 31, 2015, respectively. These amounts are included in noncurrent receivable from affiliates and current receivable from affiliates, respectively, on Questar Gas’ Condensed Balance Sheets.

Note 10 - Contingencies and Commitments

Questar Gas is involved in various commercial, environmental, and regulatory claims. Litigation and other legal proceedings arise in the ordinary course of business. For current proceedings, management does not believe that liabilities, if any, from such litigation or other legal proceedings arising in the ordinary course of business individually or in the aggregate, will have a material adverse effect on Questar Gas’ financial position, results of operations or cash flows.

A liability is recorded for a loss contingency when its occurrence is probable and its amount can be reasonably estimated. If some amount within a range of possible outcomes appears to be a better estimate than any other amount within the range, that amount is recorded. Otherwise, the minimum amount in the range is recorded. Disclosures are provided for contingencies reasonably likely to occur, which would have a material adverse effect on Questar Gas’ financial position, results of operations or cash flows. Some of the claims involve highly complex issues relating to liability, damages and other matters subject to substantial uncertainties and, therefore, the probability of liability or an estimate of loss cannot be reasonably determined.

Commitments

In August 2016, Questar Gas committed to borrow under a 30-year, $50 million private placement senior note at 3.62% and a 35-year, $50 million private placement senior note at 3.67%. Both notes are expected to be funded in December 2016.

Questar Gas 2016 Form 10-Q 15

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

The following information updates the discussion of Questar Gas’ financial condition provided in the Company’s 2015 Form 10-K and analyzes the changes in the results of operations between the three and nine months ended September 30, 2016 and 2015. For definitions of commonly used terms found in this Quarterly Report, please refer to the “Glossary of Commonly Used Terms” included as part of this Form 10-Q.

RESULTS OF OPERATIONS

Questar Gas reported a net loss of $17.7 million in the third quarter of 2016 compared to net loss of $8.8 million in the third quarter of 2015. Questar Gas net income was $28.3 million in the first nine months of 2016 compared to $32.2 million in the first nine months of 2015. Questar Gas, because of the seasonal nature of its business, typically reports income in the first and fourth quarters of the year and losses in the second and third quarters of the year.

Following is a summary of Questar Gas financial and operating results:

	3 Months Ended September 30,									9 Months Ended September 30,
	2016			2015			Change			2016			2015			Change
	(in millions)
Net Income (Loss)
Revenues		87.9			89.3			(1.4	)		624.0			605.8			18.2
Cost of natural gas sold		39.7			44.4			(4.7	)		364.4			362.0			2.4
Margin		48.2			44.9			3.3			259.6			243.8			15.8
Other Operating Expenses
Other operations and maintenance		47.5			35.3			12.2			131.4			119.4			12.0
Depreciation and amortization		15.3			13.8			1.5			45.0			40.9			4.1
Other taxes		5.2			4.7			0.5			15.8			14.4			1.4
Total Other Operating Expenses		68.0			53.8			14.2			192.2			174.7			17.5
OPERATING INCOME (LOSS)		(19.8	)		(8.9	)		(10.9	)		67.4			69.1			(1.7	)
Interest and other income		0.9			1.3			(0.4	)		2.8			3.6			(0.8	)
Interest expense		7.3			7.0			0.3			22.5			21.2			1.3
Income taxes benefit/(expense)		8.5			5.8			2.7			(19.4	)		(19.3	)		(0.1	)
NET INCOME (LOSS)	$	(17.7	)	$	(8.8	)	$	(8.9	)	$	28.3		$	32.2		$	(3.9	)

Questar Gas 2016 Form 10-Q 16

	3 Months Ended September 30,									9 Months Ended September 30,
	2016			2015			Change			2016			2015			Change
Operating Statistics
Natural gas volumes (MMdth)
Residential and commercial sales		7.6			7.4			0.2			67.6			58.4			9.2
Industrial sales		0.6			0.8			(0.2	)		2.0			2.6			(0.6	)
Transportation for industrial customers		22.1			20.4			1.7			67.6			56.8			10.8
Total industrial		22.7			21.2			1.5			69.6			59.4			10.2
Total deliveries		30.3			28.6			1.7			137.2			117.8			19.4
Natural gas revenue (per dth)
Residential and commercial sales	$	9.52		$	9.87		$	(0.35	)	$	8.53		$	9.49		$	(0.96	)
Industrial sales		6.49			6.13			0.36			6.68			6.66			0.02
Transportation for industrial customers		0.29			0.27			0.02			0.27			0.27			—
(Warmer) than normal temperatures		(39	%)		(60	%)		21	%		(15	%)		(23	%)		8	%
Temperature-adjusted usage per customer (dth)		7.2			7.2			—			71.8			67.2			4.6
Customers at September 30, (in thousands)		1,003			981			22

Margin Analysis

Questar Gas margin (revenues minus gas costs) increased $3.3 million in the third quarter of 2016 compared to the third quarter of 2015 and increased $15.8 million in the first nine months of 2016 compared to the first nine months of 2015. Following is a summary of major changes in Questar Gas margin:

	3 Months 2016 vs. 2015			9 Months 2016 vs. 2015
	Increase/(decrease)
	(in millions)
Customer growth	$	0.7		$	4.9
Transportation		0.6			1.8
Infrastructure-replacement cost recovery		0.5			5.4
Energy-efficiency program cost recovery		(0.1	)		1.8
Other		1.6			1.9
Increase	$	3.3		$	15.8

Cost of Natural Gas Sold

Cost of natural gas sold decreased 11% in the third quarter of 2016 and remained relatively flat in the first nine months of 2016 compared to the same 2015 periods. The decrease in the three months ended September 30, 2016 was primarily due to lower purchased gas prices. Questar Gas accounts for purchased-gas costs in accordance with procedures authorized by the PSCU and the PSCW. Purchased-gas costs that are different from those provided for in present rates are accumulated and recovered or credited through future rate changes. As of September 30, 2016, Questar Gas had a $2.6 million over-collected balance in the purchased-gas adjustment account representing amounts recovered from customers in excess of costs incurred.

Other Expenses

Merger and restructuring charges, included within other operations and maintenance, are related to transaction costs associated with the Dominion Questar Combination and totaled $11.9 million for both the third quarter of 2016 and the first nine months of 2016. These costs primarily consist of employee related costs allocated to Questar Gas.

Depreciation and amortization expense increased 11% in the third quarter of 2016 and 10% in the first nine months of 2016 compared to the 2015 periods. The higher expense was caused by plant additions driven by customer growth and infrastructure replacements.

Questar Gas 2016 Form 10-Q 17

Other taxes were 11% higher in the third quarter of 2016 and 10% higher in the first nine months of 2016 compared to year-earlier periods. The increases were primarily due to higher property taxes.

ITEM 4. CONTROLS AND PROCEDURES.

Evaluation of Disclosure Controls and Procedures.

Senior management of Questar Gas, including the Chief Executive Officer and Chief Financial Officer, have evaluated the effectiveness of the disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended) as of September 30, 2016. Based on such evaluation, such officers have concluded that, as of September 30, 2016, Questar Gas’ disclosure controls and procedures are effective.

Changes in Internal Controls.

There were no changes in Questar Gas’ internal controls over financial reporting that occurred during the quarter ended September 30, 2016, that have materially affected, or are reasonably likely to materially affect, Questar Gas’ internal control over financial reporting.

Questar Gas 2016 Form 10-Q 18

PART II—OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

Information regarding reportable legal proceedings is contained in Note 4 and Note 10 to the financial statements included in Item 1 of Part I of this Quarterly Report.

ITEM 6. EXHIBITS.

The exhibits filed as part of this report are listed below.

Exhibit No.	Description
EXHIBIT 3 ARTICLES OF INCORPORATION AND BYLAWS
3.1	Amended and Restated Consolidated Articles of Incorporation of Questar Gas Company (Exhibit No. 3.1, Form 8-K filed May 15, 2012, File No. 333-69210).
3.2	Bylaws of Questar Gas Company, effective as of October 17, 2016 (filed herewith).
EXHIBIT 10 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
10.1	Utah Stipulation Agreement dated August 15, 2016 (Exhibit No. 10.1, Current Report on Form 8-K filed August 26, 2016, File No. 333-69210).
10.2	Wyoming Stipulation Agreement dated August 1, 2016 (Exhibit No. 10.1, Current Report on Form 8-K filed September 14, 2016, File No. 333-69210).
EXHIBIT 31 - SECTION 302 CERTIFICATIONS
31.a	Certification by Chief Executive Officer of Questar Gas Company pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith).
31.b	Certification by Chief Financial Officer of Questar Gas Company pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith).
EXHIBIT 32 - SECTION 906 CERTIFICATIONS
32.a	Questar Gas Chief Executive Officer and Chief Financial Officer Certification pursuant to Section 906 of the Sarbanes Oxley Act of 2002 (furnished herewith).
EXHIBIT 101 - INTERACTIVE DATA FILE
101	The following financial statements from Questar Gas Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2016, filed on November 9, 2016, formatted in XBRL: (i) Condensed Statements of Income; (ii) Condensed Balance Sheets; (iii) Condensed Statements of Cash Flows; and (iv) Notes to the Financial Statements.

Questar Gas 2016 Form 10-Q 19

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on their behalf by the undersigned thereunto duly authorized.

	QUESTAR GAS COMPANY (Registrant)
November 9, 2016	/s/ Michele L. Cardiff
	Michele L. Cardiff
	Vice President, Controller and Chief Accounting Officer

Questar Gas 2016 Form 10-Q 20

Exhibit Index

Exhibit No.	Description
EXHIBIT 3 ARTICLES OF INCORPORATION AND BYLAWS
3.1	Amended and Restated Consolidated Articles of Incorporation of Questar Gas Company (Exhibit No. 3.1, Form 8-K filed May 15, 2012, File No. 333-69210).
3.2	Bylaws of Questar Gas Company, effective as of October 17, 2016 (filed herewith).
EXHIBIT 10 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
10.1	Utah Stipulation Agreement dated August 15, 2016 (Exhibit No. 10.1, Current Report on Form 8-K filed August 26, 2016, File No. 333-69210).
10.2	Wyoming Stipulation Agreement dated August 1, 2016 (Exhibit No. 10.1, Current Report on Form 8-K filed September 14, 2016, File No. 333-69210).
EXHIBIT 31 - SECTION 302 CERTIFICATIONS
31.a	Certification by Chief Executive Officer of Questar Gas Company pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith).
31.b	Certification by Chief Financial Officer of Questar Gas Company pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith).
EXHIBIT 32 - SECTION 906 CERTIFICATIONS
32.a	Questar Gas Chief Executive Officer and Chief Financial Officer Certification pursuant to Section 906 of the Sarbanes Oxley Act of 2002 (furnished herewith).
EXHIBIT 101 - INTERACTIVE DATA FILE
101	The following financial statements from Questar Gas Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2016, filed on November 9, 2016, formatted in XBRL: (i) Condensed Statements of Income; (ii) Condensed Balance Sheets; (iii) Condensed Statements of Cash Flows; and (iv) Notes to the Financial Statements.

Questar Gas 2016 Form 10-Q 21

EX-3.2

Exhibit 3.2

AMENDED AND RESTATED BYLAWS

of

QUESTAR GAS COMPANY

A Utah Corporation

(Effective as of October 17, 2016)

OFFICES

SECTION 1. The principal office shall be in the City of Salt Lake, County of Salt Lake, State of Utah.

The Corporation may also have an office at such other places as the Board of Directors may from time to time appoint or the business of the Corporation may require.

SEAL

SECTION 2. The corporate seal shall have inscribed thereon the name of the Corporation, the year of its organization, and the words “Corporate Seal, Utah.” Said seal may be used by causing it, or a facsimile thereof, to be impressed or affixed or reproduced, or otherwise.

STOCKHOLDERS’ MEETINGS

SECTION 3. The annual meeting of stockholders shall be held on the third Tuesday of May at such time and in such location as set by the Chairman of the Board, provided that advance notice of such time and location for such meeting shall be given to stockholders and directors. At the annual meeting, the stockholders shall elect directors by majority vote and transact such other business as may properly be brought before the meeting.

SECTION 4. The Board of Directors may direct the calling of special meetings of the stockholders at such time and place as the Board may deem necessary.

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SECTION 5. Holders of a majority of the stock issued and outstanding, and entitled to vote thereat, present in person or represented by proxy, shall be requisite and shall constitute a quorum at all meetings of the stockholders for the transaction of business, except as otherwise provided by law, by the Articles of Incorporation, or by these Amended and Restated Bylaws. If, however, such majority shall not be present or represented at any meeting of the stockholders, the stockholders entitled to vote thereat, present in person or by proxy, shall have power to adjourn the meeting, from time to time, without notice other than announcement at the meeting, until such requisite amount of voting stock shall be present. At such adjourned meeting at which the requisite amount of voting stock shall be represented any business may be transacted which might have been transacted at the meeting as originally notified.

SECTION 6. The Secretary shall, but in case of his failure any other officer of the Corporation may, give written or printed notice to the stockholders stating the place, day and hour of each stockholders meeting and, in case of a special meeting, the purpose or purposes for which the meeting is called. Such notice shall be given not less than ten (10) nor more than fifty (50) days before the date of the meeting.

SECTION 7. Notice may be given either personally or by mail, and if given by mail, such notice shall be deemed to be delivered when deposited in the United States mails addressed to the stockholder at his address as it appears on the stock transfer books of the Corporation, with postage prepaid thereon.

SECTION 8. At any meeting of the stockholders, each outstanding share entitled to vote shall be entitled to one vote upon each matter submitted to a vote. At each meeting of the stockholders, a stockholder may vote in person or vote by proxy that is executed in writing by the stockholder or his duly authorized attorney-in-fact. No proxy shall be valid after 11 months from the date of its execution unless otherwise provided in the proxy. The vote for directors and, upon the demand of any stockholder, the vote upon any question before the meeting, shall be by ballot. All elections shall be had and all questions decided by a plurality vote, except as otherwise provided in these Amended and Restated Bylaws, the Articles of Incorporation, or applicable law.

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SECTION 9. A complete list of stockholders entitled to vote at the ensuing election shall be prepared and be available for inspection by any stockholder beginning two business days after notice is given of the meeting for which the list was prepared and continuing throughout the meeting. The list shall indicate each stockholder’s name, address, and number of voting shares. A stockholder, directly or through an agent or attorney, has the right to inspect and copy, at his expense, the list of stockholders prepared for each meeting of stockholders. The stockholder must make a written request to examine the list and must examine it during the Corporation’s regular business hours.

SECTION 10. Business transacted at all special meetings of the stockholders shall be confined to the objects stated in the call and notice.

SECTION 11. Unless otherwise provided in the Articles of Incorporation, any action that may be taken at any annual or special meeting of stockholders may be taken without a meeting and without prior notice upon the receipt of a unanimous written consent.

DIRECTORS

SECTION 12. The property and business of this Corporation shall be managed under the direction of the Board of Directors comprised as set forth in these Amended and Restated Bylaws and shall consist of at least three and not more than nine members. The Board of Directors of the Corporation shall consist of the directors elected to the Board of Directors pursuant to Section 3, provided, however, that in the event the Board of Directors is considering or voting on the matters set forth in Section 13, then for such purposes, the Board of Directors shall consist of the directors elected to the Board of Directors pursuant to Section 3 and the person appointed as the Special Bankruptcy Director pursuant to Section 13. For the avoidance of doubt, any reference to the “Board of Directors” or “directors” in these Amended and Restated Bylaws shall include the appropriate directors, as the context requires, in accordance with the immediately preceding sentence.

SECTION 13. Until the dissolution or termination of the Corporation, subject to the provisions of this Section 13, the Corporation shall at all times have a Special Bankruptcy Director. For purposes of

3

these Amended and Restated Bylaws, “Special Bankruptcy Director” shall mean a natural person who (A) is nominated by and retained through an independent entity, which is not an affiliate of the Corporation, such as CT Corporation Staffing, Inc., (B) is approved by the sole stockholder of the Corporation, (C) is not employed by the Corporation or any of its affiliates and (D) has accepted his appointment as the Special Bankruptcy Director by written instrument. The Special Bankruptcy Director shall not participate in any ordinary and routine activities of the Board of Directors and shall have no voting rights except in the event a vote of the Board of Directors is required to approve a voluntary bankruptcy petition to be filed under Title 11 of the U.S. Code on behalf of the Company (such petition a “Voluntary Bankruptcy Petition”), in which case the affirmative vote of the Board of Directors, including the affirmative vote of the Special Bankruptcy Director, shall be required prior to any such filing. The Corporation shall provide the Special Bankruptcy Director with advance notice of any such vote and shall, concurrent with the notice provided to the Special Bankruptcy Director, provide confidential notice of such vote to the Public Service Commission of Utah, the Utah Division of Public Utilities, the Utah Office of Consumer Services and the Public Service Commission of Wyoming.

No removal of the Special Bankruptcy Director, and no appointment of a successor Special Bankruptcy Director, shall be effective until such successor shall have accepted his or her appointment as the Special Bankruptcy Director by a written instrument. In the event of a vacancy in the position of the Special Bankruptcy Director, the Board of Directors shall, as soon as practicable and in any event within 60 days, appoint a successor Special Bankruptcy Director. Any appointment of a successor Special Bankruptcy Director by the Board of Directors not in compliance with this Section 13 shall be void and of no effect.

In considering whether to give or withhold consent to a Voluntary Bankruptcy Petition of the Corporation, the Special Bankruptcy Director, shall consider, subject to applicable law, the interests of all relevant economic stakeholders, including without limitation the Corporation’s customers, and the Corporation’s financial health and public service obligations.

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SECTION 14. The directors may hold their meetings and have one or more offices and keep the books of the Corporation outside of Utah at such places as they may from time to time determine.

SECTION 15. In addition to the powers and authority by these Amended and Restated Bylaws expressly conferred upon them, the Board may exercise all such powers of the Corporation and do all such lawful acts and things as are not by statute of the State of Utah, or by the Articles of Incorporation, or by these Amended and Restated Bylaws directed or required to be exercised or done by the stockholders.

COMMITTEES

SECTION 16. The Board of Directors may, by resolution or resolutions passed by a majority of the whole Board, designate one or more Committees, one of which said Committees to be known as the Executive Committee, each Committee to consist of two or more of the Directors of the Corporation, which to the extent provided in the Articles of Incorporation or in said resolution or in these Amended and Restated Bylaws, shall have and may exercise the powers conferred upon them by the Board of Directors; provided, however, that the Executive Committee when so appointed by resolution of the Board of Directors shall have and may exercise the power of the Board of Directors in the management of the business and affairs of the Corporation (provided, however, that in order for the Executive Committee to consider or act on matters of the type described in Section 13, the Special Bankruptcy Director must be a member of the Executive Committee) , and may have power to authorize the seal of the Corporation to be affixed to all papers which may require it. All Committees, except the Executive Committee, when so appointed, shall have such name or names as may be stated in these Amended and Restated Bylaws or may be determined from time to time by resolutions adopted by the Board of Directors.

SECTION 17. The Committees shall keep regular minutes for their proceedings and report the same to the Board of Directors when required.

COMPENSATION OF DIRECTORS

SECTION 18. Directors, as such, shall not receive any salary for their services, but the Board of Directors by resolution shall: fix the fees to be allowed and paid to directors, as such, for their services;

5

and provide for the payment of the expenses of the directors incurred by them in performing their duties. Nothing herein contained, however, shall be considered to preclude any director, other than the Special Bankruptcy Director, from serving the Corporation in any other capacity and receiving compensation therefor.

SECTION 19. Fees to members of special or standing committees and expenses incurred by them in the performance of their duties, as such, shall also be fixed and allowed by resolution of the Board of Directors.

MEETINGS OF THE BOARD

SECTION 20. Regular meetings of the Board may be held without notice at such time and place as shall from time to time be determined by the Board.

SECTION 21. Special meetings of the Board may be called by the Chairman of the Board or the President on one days’ notice to each Director, with such notice given either in person, by telephone, or by telegram to the address listed in the corporate records of the Corporation; special meetings may be called by the President or Secretary in like manner and on like notice on the written request of two directors.

SECTION 22. At all meetings of the Board a majority of the directors shall be necessary and sufficient to constitute a quorum for the transaction of business, and the act of a majority of the directors present at any meeting at which there is a quorum, shall be the act of the Board of Directors, except as may be otherwise specifically provided by statute or by the Articles of Incorporation or by these Amended and Restated Bylaws. Directors may participate in a Board meeting and be counted in the quorum by means of conference telephone or similar communications equipment by which all directors participating in the meeting can hear each other.

SECTION 23. Unless the Articles of Incorporation provide otherwise, any acts required or permitted to be taken by the Board of Directors at a meeting may be taken without a meeting if all the directors take the action, each director signs a written consent describing the actions taken, and the consents are filed with the records of the Corporation. Action taken by consent is effective when the last director signs the consent, unless the consent specifies a different effective date. A signed consent has the effect of a meeting vote and may be described as such in any document.

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SECTION 24. The officers of the Corporation shall be chosen by the Directors and shall be as stated in the Articles of Incorporation, to-wit: a Chairman of the Board of Directors, a President, a Vice President, a Secretary and Treasurer. The Board may also choose a Vice Chairman, additional Vice Presidents, Assistant Secretaries and Assistant Treasurers. The Secretary and Treasurer may be the same person, and the Chairman of the Board or any Vice President may hold at the same time the office of Secretary or Treasurer.

SECTION 25. The Board of Directors at its first meeting after each annual meeting shall choose a President and Chairman of the Board of Directors from their own number, and one or more Vice Presidents, a Secretary and a Treasurer, who need not be members of the Board nor stockholders of the Corporation.

SECTION 26. The Board may appoint such other officers and agents as it may deem necessary in conformity with the provisions of the Articles of Incorporation, who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board.

SECTION 27. The salaries of all officers and agents of the Corporation shall be fixed by the Board of Directors.

SECTION 28. The officers of the Corporation shall hold office until their successors are chosen and qualified in their stead. Any officer elected or appointed by the Board of Directors may be removed at any time by the affirmative vote of a majority of the whole Board of Directors. If the office of any officer or officers becomes vacant for any reason, the vacancy shall be filled by the affirmative vote of a majority of the whole Board of Directors.

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CHAIRMAN OF THE BOARD

SECTION 29. The Chairman of the Board of Directors shall preside at all meetings of the stockholders and of the Board of Directors and shall have supervision of such matters as may be designated to him by the Board of Directors.

PRESIDENT

SECTION 30. Unless another officer is so designated by the Board of Directors, the President shall be the Chief Executive Officer of the Corporation and shall perform the following duties:

(a) In the absence of the Chairman of the Board, he (for purposes of these Amended and Restated Bylaws, references to any one gender shall refer to all genders) shall preside at all meetings of the stockholders and directors; he shall have general and active management of the business of the Corporation and shall see that all orders and resolutions of the Board are carried into effect.

(b) He shall execute bonds, mortgages and other contracts requiring the seal, under the seal of the Corporation.

(c) He shall be ex-officio a member of all standing Committees and shall have the general powers and duties of supervision and management usually vested in the office of a President of a corporation.

If another officer is designated by the Board of Directors as Chief Executive Officer, the President shall have supervision of such matters as shall be designated to him by the Board of Directors and/or the Chief Executive Officer.

VICE PRESIDENT

SECTION 31. The Board of Directors may appoint one or more of the Vice Presidents as Senior Vice Presidents and one or more as Executive Vice Presidents. If only a Senior Vice President or if only an Executive Vice President has been appointed or if one person has been appointed to both such offices, then during the disability of the President such person shall perform the duties and exercise the powers of the President. If one or more persons have been appointed Executive and/or Senior Vice Presidents, the Board of Directors shall prescribe which of them during the disability of the President, shall perform the duties and exercise the powers of the President.

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SECRETARY AND ASSISTANT SECRETARIES

SECTION 32. (a) The Secretary shall attend all sessions of the Board and all meetings of the stockholders and record all votes and the minutes of all proceedings in a book to be kept for that purpose; and shall perform like duties for the standing Committees when required. He shall give or cause to be given notice of all meetings of the stockholders and of the Board of Directors, and shall perform such other duties as may be prescribed by the Board of Directors or President, under whose supervision he shall be. He shall keep in safe custody the seal of the Corporation and, when authorized by the Board or the Executive Committee of the Board of Directors, affix the same to any instrument requiring it, and when so affixed it shall be attested by his signature, or by the signature of the Treasurer.

(b) The Assistant Secretaries, in the absence or disability of the Secretary, shall perform the duties and exercise the powers of the Secretary and shall perform such other duties as the Board of Directors shall prescribe.

TREASURER AND ASSISTANT TREASURERS

SECTION 33. (a) The Treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate account of receipts and disbursements in moneys and other valuable effects in the name and to the credit of the Corporation in such depositary as may be designated by the Board of Directors.

(b) He shall disburse the funds of the Corporation as may be ordered by the Board, taking proper vouchers for such disbursements, and shall render to the President and Directors at the regular meeting of the Board, or whenever they may require it, an account of all his transactions as Treasurer, and of the financial condition of the Corporation.

(c) He shall give the Corporation a bond, if required by the Board of Directors, in a sum, and with one or more sureties, satisfactory to the Board for the faithful performance of the duties of his office, and

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for the restoration to the Corporation in case of his death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property, of whatever kind, in his possession or under his control, belonging to the Corporation.

(d) The Assistant Treasurers, in the absence or disability of the Treasurer, shall perform the duties and exercise the powers of the Treasurer, and shall perform such other duties as the Board of Directors shall prescribe.

VACANCIES

SECTION 34. If the office of any director or directors becomes vacant by reason of the death, resignation, disqualification, removal from office, or otherwise, the remaining directors, though not less than a quorum, shall choose a successor or successors who shall hold office for the remaining portion of the term or terms of the office left vacant until the successor or successors shall have been duly elected, unless sooner displaced.

DUTIES OF OFFICERS MAY BE DELEGATED

SECTION 35. In case of the absence of any officer of the Corporation, or for any other reason that the Board may deem sufficient, the Board may delegate, for the time being, the power or duties, or any of them, of such officer to any other officer, or to any director, provided a majority of the entire Board concur therein.

CERTIFICATES OF STOCK

SECTION 36. The certificates of stock of the Corporation shall be numbered and shall be entered in the books of the Corporation as they are issued. Every holder of stock shall be entitled to have a certificate signed by or in the name of the Corporation by the President or a Vice President and the Treasurer or an Assistant Treasurer or the Secretary or an Assistant Secretary of the Corporation certifying the number of shares owned by him; provided, however, that where such certificate is signed by a transfer agent or an assistant transfer agent or by a transfer clerk, acting in behalf of the Corporation, and a registrar, the signature of any such President, Vice President, Treasurer, Assistant Treasurer, Secretary or

10

Assistant Secretary, may be facsimile. In case any officer or officers, who shall have signed or whose facsimile signature or signatures shall have been used on any such certificate or certificates, shall cease to be such officer or officers of such Corporation, whether because of death, resignation or otherwise, before such certificate or certificates shall have been delivered by the Corporation, such certificate or certificates may nevertheless be adopted by the Corporation and be issued and delivered as though the person or persons, who signed such certificate or certificates or whose facsimile signatures shall have been used thereon, had not ceased to be such officer or officers of the Corporation.

TRANSFER OF STOCK

SECTION 37. Transfers of stock shall be made on the books of the Corporation only by the person named in the certificate, or by attorney, lawfully constituted in writing, and upon surrender of the certificate therefor, and upon the payment of any transfer tax or transfer fees which may be imposed by law or by the Board of Directors.

CLOSING OF TRANSFER BOOKS

SECTION 38. The Board of Directors shall have power to close the stock transfer books of the Corporation for a period not exceeding fifty (50) days preceding the date of any meeting of stockholders, or the date for payment of any dividend, or the date for the allotment of rights, or the date when any change or conversion, or exchange of capital stock shall go into effect, or for a period of not exceeding fifty (50) days in connection with obtaining the consent of stockholders for any purpose, provided, however, that in lieu of closing the stock transfer books, as aforesaid, the Board of Directors may fix in advance a date not exceeding fifty (50) days preceding the date of any meeting of stockholders, or the date for the payment of any dividend, or the date for the allotment of rights or the date when any change or conversion, or exchange of capital stock shall go into effect, or a date in connection with obtaining such consent, as a record date for the determination of the stockholders entitled to notice of and to vote at any such meeting, or entitled to receive payment of any such dividend, or to any such allotment of rights, or to exercise the rights in respect of any such change, conversion, or exchange of capital stock, and in such

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case only such stockholders as shall be entitled to such notice of and to vote at any such meeting or to receive payment of such dividend or to receive such allotment of rights or generally exercise such rights as the case may be, notwithstanding any transfer of stock on the books of the Corporation after any such recorded date fixed as aforesaid.

REGISTERED STOCKHOLDERS

SECTION 39. The Corporation shall be entitled to treat the holder of record of any share or shares of stock as the holder in fact thereof and accordingly shall not be bound to recognize any equitable or other claim to or interest in such share on the part of any person, whether or not it shall have express or other notice thereof, save as expressly provided by the laws of the State of Utah.

LOST CERTIFICATE

SECTION 40. When authorized by the Secretary of the Corporation in writing, the duly appointed stock transfer agency may issue and the duly appointed registrar may register, new or duplicate stock certificates to replace lost, stolen, or destroyed certificates of the same tenor and for the same number of shares as those alleged to be lost, stolen, or destroyed, upon delivery to the Company in each case of an affidavit of loss and indemnity bond acceptable to the Secretary; but the Board of Directors may authorize the issuance of new or duplicate stock certificates without requiring an indemnity bond when in its judgment it is proper so to do.

INSPECTION OF BOOKS

SECTION 41. The Corporation shall maintain permanent records of the minutes of all meetings of its stockholders and Board of Directors; all actions taken by the stockholders or Board of Directors without a meeting; and all actions taken by a Committee of the Board of Directors in place of the Board of Directors on behalf of the Corporation. The Corporation shall also maintain appropriate accounting records.

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A stockholder of the Corporation, directly or through an agent or attorney, shall have limited rights to inspect and copy the Corporation’s records as provided under applicable state law and by complying with the procedures specified under such law.

BANK ACCOUNTS

SECTION 42. All checks, demands for money, or other transactions involving the Corporation’s bank accounts shall be signed by such officers or other responsible persons as the Board of Directors may designate. No third party is allowed access to the Corporation’s bank accounts without express written authorization by the Board of Directors.

FISCAL YEAR

SECTION 43. The fiscal year shall begin the first day of January in each year.

DIVIDENDS

SECTION 44. Dividends upon the capital stock of the Corporation, subject to the provisions of the Articles of Incorporation and the laws of the State of Utah, if any, may be declared by the Board of Directors at any regular or special meeting, pursuant to law. Dividends may be paid in cash, in property, or in shares of the capital stock.

Before payment of any dividend there may be set aside out of any funds of the Corporation available for dividends such sum or sums as the directors from time to time, in their sole discretion, think proper, as a reserve fund to meet contingencies or for equalizing dividends, or for repairing or maintaining property of the Corporation, or for such other purposes as the directors shall think conducive to the interests of the Corporation.

NOTICE

SECTION 45. Whenever, under the provisions of the Articles of Incorporation or the laws of the State of Utah, notice is required to be given to any director, officer or stockholder, it shall not be construed to mean personal notice, but such notice may be given in writing, by mail, by depositing the same in the post office or letter box in a postpaid, sealed wrapper, addressed to such stockholder, officer or director, at

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such address as appears on the books of the Corporation, or in default of other address, to such director, officer or stockholder, at the general post office in the City of Salt Lake, Utah; and such notice shall be deemed to be given at the time when the same shall be thus mailed. Or notice may be published as provided in the Articles of Incorporation in lieu of mailing notice in the manner aforesaid.

Any stockholder, director or officer may waive any notice required to be given under these Amended and Restated Bylaws or the Articles of Incorporation.

AMENDMENTS

SECTION 46. These Amended and Restated Bylaws may be amended by a majority vote of the directors. These Amended and Restated Bylaws may be also amended by the affirmative vote of a majority of the stock issued and outstanding and entitled to vote at any special or regular meeting of the stockholders if notice of the proposed amendment be contained in the notice of the meeting. Provided, however, that these Amended and Restated Bylaws may not be amended, modified, altered, supplemented or replaced to in anyway remove or limit the rights of the Special Bankruptcy Director set forth in Section 13 without the prior written consent of the Public Service Commission of Utah, the Public Service Commission of Wyoming and the affirmative vote of eighty-five percent of the issued and outstanding stock of the Corporation that is entitled to vote for the election of directors. Provided, however, that in addition to any vote required by any other provision of these Amended and Restated By-laws, the Articles of Incorporation, or any applicable law, if such amendment is to be adopted solely by the stockholders, the affirmative vote of eighty-five percent of the issued and outstanding stock of the Corporation that is entitled to vote for the election of directors shall be required for any amendment that deletes or changes Section 15 or this Section 47 of these Amended and Restated Bylaws; that restricts or limits the powers of the Board of Directors or any other officers or agents of the Corporation; that vests any powers of the Corporation in any officer or agent other than the Board of Directors, or officers and agents appointed by the Board of Directors, or officers and agents appointed by officers or agents appointed by the Board of Directors; that requires the approval of any stockholders or any other person or entity in order for the

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Board of Directors or any other corporate officer or agent to take any action; or that changes the quorum requirement for any meeting of the Board of Directors, the vote by which it must act in connection with any matter, the manner of calling or conducting meetings of directors, or the place of such meeting.]

INDEMNIFICATION AND INSURANCE

SECTION 47. (a) Voluntary Indemnification. Unless otherwise provided in the Articles of Incorporation, the Corporation shall indemnify any individual made a party to a proceeding because he is or was a director of the Corporation, against liability incurred in the proceeding, but only if the Corporation has authorized the payment in accordance with the applicable statutory provisions Sections 16-10a-902 and 16-10a-904 of Utah’s Revised Business Corporation Act and a determination has been made in accordance with the procedures set forth in such provision that the director conducted himself in good faith; that he reasonably believed that his conduct, if in his official capacity with the Corporation, was in its best interests and that his conduct, in all other cases, was at least not opposed to the Corporation’s best interests; and that he had no reasonable cause to believe his conduct was unlawful in the case of any criminal proceeding.

(b) The Corporation may not voluntarily indemnify a director in connection with a proceeding by or in the right of the Corporation in which the director was adjudged liable to the Corporation or in connection with any other proceeding charging improper personal benefit to him, whether or not involving action in his official capacity, in which he was adjudged liable on the basis that personal benefit was improperly received by him.

(c) Indemnification permitted under Paragraph (a) in connection with a proceeding by or in the right of the Corporation is limited to reasonable expenses incurred in connection with the proceeding.

(d) If a determination is made, using the procedures set forth in the applicable statutory provision, that the director has satisfied the requirements listed herein and if an authorization of payment is made, using the procedures and standards set forth in the applicable statutory provision, then, unless otherwise provided in the Corporation’s Articles of Incorporation, the Corporation shall pay for or reimburse the

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reasonable expenses incurred by a director who is a party to a proceeding in advance of the final disposition of the proceeding if the director furnishes the Corporation a written affirmation of his good faith belief that he has satisfied the standard of conduct described in this Section, furnishes the Corporation a written undertaking, executed personally or on his behalf, to repay the advance if it is ultimately determined that he did not meet the standard of conduct (which undertaking must be an unlimited general obligation of the director, but need not be secured and may be accepted without reference to financial ability to make repayment); and if a determination is made that the facts then known of those making the determination would not preclude indemnification under this Section.

(e) Mandatory Indemnification. Unless otherwise provided in the Corporation’s Articles of Incorporation, the Corporation shall indemnify a director or officer of the Corporation who was wholly successful, on the merits or otherwise, in the defense of any proceeding to which he was a party because he is or was a director or officer of the Corporation against reasonable expenses incurred by him in connection with the proceeding.

(f) Court-Ordered Indemnification. Unless otherwise provided in the Corporation’s Articles of Incorporation, a director or officer of the Corporation who is or was a party to a proceeding may apply for indemnification to the court conducting the proceeding or to another court of competent jurisdiction. The court may order indemnification if it determines that the director or officer is entitled to mandatory indemnification as provided in this Section and applicable law, in which case the court shall also order the Corporation to pay the reasonable expenses incurred by the director or officer to obtain court-ordered indemnification. The court may also order indemnification if it determines that the director or officer is fairly and reasonably entitled to indemnification in view of all the relevant circumstances, whether or not the director or officer met the applicable standard of conduct set forth in this Section and applicable law. Any indemnification with respect to any proceeding in which liability has been adjudged in the circumstances described in Paragraph (b) above is limited to reasonable expenses.

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(g) Indemnification of Others. Unless otherwise provided in the Corporation’s Articles of Incorporation, an officer, employee, or agent of the Corporation shall have the same indemnification rights provided to a director by this Section. The Board of Directors may also indemnify and advance expenses to any officer, employee, or agent of the Corporation, to any extent consistent with public policy as determined by the general or specific purpose of the Board of Directors.

(h) Insurance. The Corporation may purchase and maintain liability insurance on behalf of a person who is or was a director, officer, employee, fiduciary, or agent or the Corporation, or who, while serving as a director, officer, employee, fiduciary, or agent of the Corporation, is or was serving at the request of the Corporation as a director, officer, partner, trustee, employee, fiduciary or agent of another foreign or domestic corporation, other person, of an employee benefit plan, or incurred by him in that capacity or arising from his status as a director, officer, employee, fiduciary, or agent, whether or not the Corporation has the power to indemnify him against the same liability under applicable law.

LIMITATION ON LIABILITY

SECTION 48. No director of the Corporation shall be personally liable to the Corporation or its stockholders for monetary damages for any action taken or any failure to take any action, as a director, except liability for (a) the amount of a financial benefit received by a director to which he is not entitled; (b) an intentional infliction of harm on the Corporation or the shareholders; (c) for any action that would result in liability of the director under the applicable statutory provision concerning unlawful distributions or (d) an intentional violation of criminal law. This provision shall not limit the liability of a director for any act or omission occurring prior to August 11, 1992. Any repeat or modification of this provision by the stockholders shall be prospective only and shall not adversely affect any limitation on the personal liability of a director for the Corporation for acts or omissions occurring prior to the effective date of such repeal or modification.

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STOCKHOLDERS AGREEMENT

SECTION 49. The sole stockholder of the Company hereby agrees and acknowledges that the provisions of these Amended and Restated Bylaws shall constitute a “shareholders agreement” as contemplated by Section 732 of the Utah Revised Business Corporation Act and hereby consents to each of the provisions of these Amended and Restated Bylaws even to the extent any such provision may be inconsistent with the Utah Revised Business Corporation Act. The aforementioned shareholders agreement shall continue in full force and effect until the dissolution or termination of the Corporation.

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EX-31.A

Exhibit 31.a

CERTIFICATION

I, Thomas F. Farrell II, certify that:

1. I have reviewed this report on Form 10-Q of Questar Gas Company;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

November 9, 2016	/s/ Thomas F. Farrell II
	Thomas F. Farrell II
	Chief Executive Officer

EX-31.B

Exhibit 31.b

CERTIFICATION

I, Mark F. McGettrick, certify that:

1. I have reviewed this report on Form 10-Q of Questar Gas Company;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

November 9, 2016	/s/ Mark F. McGettrick
	Mark F. McGettrick
	Executive Vice President and Chief Financial Officer

EX-32.A

Exhibit No. 32.a

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, each of the undersigned officers of Questar Gas Company (the “Company”), certify that:

1. the Quarterly Report on Form 10-Q for the quarter ended September 30, 2016 (the “Report”), of the Company to which this certification is an exhibit fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m(a) or 78o(d)).

2. the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of September 30, 2016, and for the period then ended.

November 9, 2016	/s/ Thomas F. Farrell II
	Thomas F. Farrell II
	Chief Executive Officer
November 9, 2016	/s/ Mark F. McGettrick
	Executive Vice President and Chief Financial Officer

XML

Document and Entity Information - shares	9 Months Ended
	Sep. 30, 2016	Oct. 15, 2016
Document and Entity Information [Abstract]
Entity Registrant Name	QUESTAR GAS CO
Entity Central Index Key	0000068589
Current Fiscal Year End Date	--12-31
Entity Filer Category	Non-accelerated Filer
Document Type	10-Q
Document Period End Date	Sep. 30, 2016
Document Fiscal Year Focus	2016
Document Fiscal Period Focus	Q3
Amendment Flag	false
Entity Common Stock, Shares Outstanding		9,189,626

XML

CONDENSED STATEMENTS OF INCOME (Unaudited) - USD ($) $ in Millions		3 Months Ended		9 Months Ended
		Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015
Income Statement [Abstract]
REVENUES	[1]	$ 87.9	$ 89.3	$ 624.0	$ 605.8
OPERATING EXPENSES
Cost of natural gas sold (excluding operating expenses shown separately)	[1]	39.7	44.4	364.4	362.0
Other operations and maintenance	[1]	47.5	35.3	131.4	119.4
Depreciation and amortization		15.3	13.8	45.0	40.9
Other taxes		5.2	4.7	15.8	14.4
Total Operating Expenses		107.7	98.2	556.6	536.7
OPERATING INCOME (LOSS)		(19.8)	(8.9)	67.4	69.1
Interest and other income		0.9	1.3	2.8	3.6
Interest expense		7.3	7.0	22.5	21.2
INCOME (LOSS) BEFORE INCOME TAXES		(26.2)	(14.6)	47.7	51.5
Income taxes benefit/(expense)		8.5	5.8	(19.4)	(19.3)
NET INCOME (LOSS)		$ (17.7)	$ (8.8)	$ 28.3	$ 32.2

[1] See Note 9 for amounts attributable to affiliates

XML

CONDENSED BALANCE SHEETS (Unaudited) - USD ($) $ in Millions	Sep. 30, 2016	Dec. 31, 2015	[1]
Current Assets
Cash and cash equivalents	$ 0.0	$ 10.5
Accounts receivable, net	24.0	112.0
Unbilled gas accounts receivable	10.1	91.0
Receivable from affiliates	9.2	69.2
Inventories at lower of average cost or market:
Gas stored underground	67.2	43.9
Materials and supplies	18.4	17.1
Regulatory assets	5.9	69.8
Prepaid expenses and other	4.2	3.5
Total Current Assets	139.0	417.0
Property, Plant and Equipment	2,834.0	2,570.3
Accumulated depreciation and amortization	(725.5)	(812.2)
Net Property, Plant and Equipment	2,108.5	1,758.1
Receivable from affiliates	72.6	0.0
Regulatory assets	6.4	11.9
Other noncurrent assets	6.8	5.7
TOTAL ASSETS	2,333.3	2,192.7
Current Liabilities
Notes payable to Dominion Questar	244.5	273.3
Accounts payable and accrued expenses	84.5	122.5
Accounts payable to affiliates	52.0	74.5
Other current liabilities	44.5	38.3
Total Current Liabilities	425.5	508.6
Long-term debt	531.4	531.2
Deferred income taxes	466.3	436.7
Regulatory liabilities	186.4	65.6
Asset retirement obligations	74.6	0.6
Customer contributions in aid of construction	22.9	23.7
Other noncurrent liabilities	0.2	1.6
TOTAL LIABILITIES	1,707.3	1,568.0
Contingencies and commitments - Note 10
COMMON SHAREHOLDER'S EQUITY
Common stock - par value $2.50; 9.2 million shares authorized and outstanding at September 30, 2016 and December 31, 2015	23.0	23.0
Additional paid-in capital	269.8	266.8
Retained earnings	333.2	334.9
Total Common Shareholder's Equity	626.0	624.7
TOTAL LIABILITIES AND COMMON SHAREHOLDER'S EQUITY	$ 2,333.3	$ 2,192.7

[1] Derived from 2015 audited financial statements

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CONDENSED BALANCE SHEETS (Unaudited) (Parenthetical) - $ / shares shares in Millions	Sep. 30, 2016	Dec. 31, 2015	[1]
Statement of Financial Position [Abstract]
Common stock - par value (in dollars per share)	$ 2.5	$ 2.5
Shares authorized	9.2	9.2
Shares outstanding	9.2	9.2

[1] Derived from 2015 audited financial statements

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CONDENSED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) $ in Millions	9 Months Ended
	Sep. 30, 2016		Sep. 30, 2015
OPERATING ACTIVITIES
Net income	$ 28.3		$ 32.2
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	51.8		45.0
Deferred income taxes	29.6		18.0
Other adjustments for non-cash items	2.9		1.0
Changes in operating assets and liabilities	133.0		24.1
NET CASH PROVIDED BY OPERATING ACTIVITIES	245.6		120.3
INVESTING ACTIVITIES
Property, plant and equipment purchased	(186.3)		(153.2)
Property, plant and equipment purchased from affiliates	(10.6)		0.0
Acquisition of gas distribution system	0.0		(11.4)
Cash used in disposition of assets	(3.5)		(2.3)
Proceeds from disposition of assets	0.4		0.2
NET CASH USED IN INVESTING ACTIVITIES	(200.0)		(166.7)
FINANCING ACTIVITIES
Change in notes payable to Dominion Questar	(28.8)		60.7
Checks outstanding in excess of cash balances	2.7		3.4
Dividends paid to Dominion Questar	(30.0)		(37.5)
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES	(56.1)		26.6
Change in cash and cash equivalents	(10.5)		(19.8)
Beginning cash and cash equivalents	10.5	[1]	19.8
Ending cash and cash equivalents	$ 0.0		$ 0.0

[1] Derived from 2015 audited financial statements

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Nature of Business

9 Months Ended

Sep. 30, 2016

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Nature of Business

Nature of Business

Questar Gas is a wholly-owned subsidiary of Dominion Questar which, effective September 2016, is a wholly-owned subsidiary of Dominion. The Company provides retail natural gas distribution in Utah, southwestern Wyoming and a small portion of southeastern Idaho. Questar Gas is regulated by the PSCU and the PSCW. The Public Utility Commission of Idaho has contracted with the PSCU for rate oversight of Questar Gas' Idaho operations.

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Basis of Presentation of Interim Financial Statements

9 Months Ended

Sep. 30, 2016

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Basis of Presentation of Interim Financial Statements

Basis of Presentation of Interim Financial Statements

The interim financial statements were prepared in accordance with U.S. generally accepted accounting principles (GAAP) and with the instructions for Quarterly Reports on Form 10-Q and SEC Regulations S-X and S-K. The financial statements reflect all normal, recurring adjustments and accruals that are, in the opinion of management, necessary for a fair presentation of its financial position and results of operations for the interim periods presented. Interim financial statements do not include all of the information and notes required by GAAP for audited annual financial statements. These financial statements should be read in conjunction with the financial statements and notes thereto included in the Company's Annual Report on Form 10-K for the year ended December 31, 2015.

The preparation of the condensed financial statements and notes in conformity with GAAP requires that management make estimates and assumptions that affect the amounts of revenues, expenses, assets and liabilities, and disclosure of contingent assets and liabilities. Actual results could differ from estimates. The results of operations for the three and nine months ended September 30, 2016, are not necessarily indicative of the results that may be expected for the year ending December 31, 2016.

Certain reclassifications were made to prior year information to conform to the current year presentation. The Company has adopted Accounting Standards Update 2015-03, Interest - Imputation of Interest (Subtopic 835-30). The Company has retrospectively adjusted prior period debt issuance costs to be reflected in long-term debt. The reclassifications did not affect the Company's net income, total assets, liabilities, equity or cash flows, except as noted above.

Questar Gas obtains the majority of its gas supply from Wexpro's cost-of-service production and pays Wexpro an operator service fee based on the terms of the Wexpro Agreement and the Wexpro II Agreement (Wexpro Agreements). Questar Gas also obtains transportation and storage services from Questar Pipeline. During the second and third quarters of the year, a significant portion of the natural gas from Wexpro production is injected into underground storage. This gas is withdrawn from storage as needed during the heating season in the first and fourth quarters. The cost of natural gas sold is credited with the value of natural gas as it is injected into storage and debited as it is withdrawn from storage.

The details of Questar Gas' consolidated cost of sales are as follows:

	3 Months Ended						9 Months Ended
	September 30,						September 30,
	2016			2015			2016			2015
	(in millions)
Gas purchases	$	2.0		$	0.3		$	51.1		$	43.5
Operator service fee(1)	77.7			80.7			236.4			241.0
Transportation and storage(1)	17.8			18.1			57.5			58.4
Gathering	6.0			5.7			17.4			16.7
Royalties	5.7			7.6			16.0			26.4
Storage (injection), net	(44.2		)	(42.8		)	(23.4		)	(28.6		)
Purchased-gas account adjustment	(26.6		)	(26.4		)	5.5			0.9
Other	1.3			1.2			3.9			3.7
Total cost of natural gas sold	$	39.7		$	44.4		$	364.4		$	362.0

⁽¹⁾ See Note 9 for amounts attributable to affiliates

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Operating Revenue

9 Months Ended

Sep. 30, 2016

Regulated and Unregulated Operating Revenue [Abstract]

Operating Revenue

Operating Revenue

Questar Gas' operating revenue consists of the following:

	3 Months Ended				9 Months Ended
	September 30,				September 30,
	2016		2015		2016		2015
	(in millions)
Residential and commercial sales	$	72.1	$	73.8	$	576.7	$	554.9
Industrial sales	3.5		4.5		13.0		16.9
Transportation for industrial customers	6.3		5.5		18.0		15.5
Service	1.0		1.0		3.8		3.7
Other	5.0		4.5		12.5		14.8
Total operating revenue	$	87.9	$	89.3	$	624.0	$	605.8

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Rate Regulation

9 Months Ended

Sep. 30, 2016

Regulated Operations [Abstract]

Rate Regulation

Rate Regulation

Questar Gas records regulatory assets and liabilities in accordance with orders and guidance per the PSCU and PSCW. The Company recovers the costs of assets but does not generally receive a return on these assets. The current portion of regulatory liabilities are included in other current liabilities on the Condensed Balance Sheets.

The following table details regulatory assets and liabilities:

	September 30, 2016				December 31, 2015
	Current		Noncurrent		Current		Noncurrent
	(in millions)
Regulatory assets:
Purchased-gas adjustment(1)	$	—	$	—	$	18.9	$	—
Energy-efficiency program(2)	1.3		—		1.1		—
Contract withholding(3)	1.7		—		20.3		—
Deferred cost-of-service gas charges(4)	—		—		19.5		8.1
Cost of reacquired debt(5)	—		3.3		—		3.8
Pipeline integrity costs(6)	1.9		3.1		6.3		—
Conservation Enabling Tariff(7)	0.4		—		3.6		—
Other	0.6		—		0.1		—
Total regulatory assets	$	5.9	$	6.4	$	69.8	$	11.9
Regulatory liabilities:
Purchased-gas adjustment(1)	$	2.6	$	—	$	—	$	—
Cost of plant removal and AROs(8)	8.3		185.1		3.7		65.5
Income taxes refundable to customers(9)	—		0.1		—		0.1
Other	0.7		1.2		0.3		—
Total regulatory liabilities	$	11.6	$	186.4	$	4.0	$	65.6

⁽¹⁾ Purchased-gas costs that are different from those provided for in present rates are accumulated and recovered or credited through future rate changes.

⁽²⁾ The energy-efficiency program relates to funds expended for promoting the conservation of natural gas through advertising, rebates for efficient homes and appliances and home energy audits. Costs are recovered from customers through periodic rate adjustments. Costs incurred in excess of recoveries result in an asset; recoveries in excess of costs incurred result in a liability.

⁽³⁾ In 2016, Questar Gas recorded a regulatory asset of $1.7 million for a disputed amount withheld from a supplier of storage services. The amount withheld will be recovered from customers if it is determined that Questar Gas is required to pay the supplier. The $20.3 million withheld from a supplier of gathering services as of year-end, per the dispute settlement agreement, was resolved and reversed in March 2016. For further details, see Note 11 in the Company's first quarter 2016 Form 10-Q filing.

⁽⁴⁾ Operating and maintenance, depreciation, depletion and amortization, production taxes and royalties on cost-of-service gas production and future expenses related to abandonment of Wexpro-operated gas and oil wells. Noncurrent cost-of-service gas charges also include amounts for production imbalances that will be recovered from customers at the end of the related gas wells' useful lives. These costs were transferred to Wexpro in September 2016.

⁽⁵⁾ Gains and losses on the reacquisition of debt by rate-regulated companies are deferred and amortized as interest expense over the would-be remaining life of the reacquired debt. The reacquired debt costs had a weighted-average life of approximately 6.3 years as of September 30, 2016.

⁽⁶⁾ The costs of complying with pipeline-integrity regulations are recovered in rates subject to a PSCU order. Questar Gas is allowed to recover $7.0 million per year. Costs incurred in excess of this amount will be recovered in future rate changes.

⁽⁷⁾ The CET asset represents actual revenues received that are less than the allowed revenues. Any deficiency in amounts collected are recovered through periodic rate adjustments.

⁽⁸⁾ Cost of plant removal and AROs represent amounts recovered from customers for costs of future activities to remove assets that are expected to be incurred at the time of retirement.

⁽⁹⁾ Income taxes refundable to customers arise from adjustments to deferred taxes, refunded over the life of the related property, plant and equipment.

Rate Case Filings

On July 1, 2016, Questar Gas filed a general rate case with the PSCU. However, as part of the Settlement Stipulation Agreement approved on August 22, 2016 relating to the Dominion Questar Combination, Questar Gas agreed to withdraw the general rate case and not file a new general rate case to adjust its base distribution non-gas rates until July 1, 2019, unless otherwise ordered by the PSCU. A Settlement Stipulation Agreement was also approved by the PSCW on September 14, 2016, relating to the Dominion Questar Combination, in which Questar Gas agreed to not file a general rate case application with a requested rate effective date earlier than January 1, 2020. Information regarding the Dominion Questar Combination was also provided to the Idaho Public Utilities Commission, who acknowledged the Dominion Questar Combination in October 2016 and directed Dominion Questar to notify the Idaho Public Utilities Commission when it makes filings with the PSCU.

On October 1, 2016, Questar Gas filed for an $8.6 million gas cost increase. The PSCU approved the rate filing effective November 1, 2016, reflecting a forecasted increase in commodity costs.

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Asset Retirement Obligations

9 Months Ended

Sep. 30, 2016

Asset Retirement Obligation [Abstract]

Asset Retirement Obligations

Asset Retirement Obligations

Questar Gas records an ARO along with an increase to the carrying value of the related property, plant and equipment when there is a legal obligation associated with the retirement of a tangible long-lived asset. The fair value of retirement costs is estimated by the Company based on abandonment costs of similar properties and depreciated over the life of the related assets. Revisions to estimates result from material changes in the expected timing or amount of cash flows associated with AROs. As a result of a change in the estimated timing of cash flows for the interim retirement of natural gas pipeline components, Questar Gas recorded an increase of $75.1 million to AROs in the third quarter of 2016. Income or expense resulting from the settlement of ARO liabilities sold is included in other operations and maintenance on the Condensed Statements of Income. The current portion of the ARO balance is $1.5 million and is included in other current liabilities on the Condensed Balance Sheets. The ARO liability is adjusted to present value each period through an accretion calculation using a credit-adjusted risk-free interest rate. Changes in Questar Gas' AROs from the Condensed Balance Sheets were as follows:

	9 Months Ended
	September 30,
	2016			2015
	(in millions)
AROs at beginning of year	$	0.6		$	0.6
Accretion	0.7			—
Revisions in estimated cash flows	75.1			—
Liabilities settled	(0.3		)	—
AROs at end of period	$	76.1		$	0.6

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Operating Segments

9 Months Ended

Sep. 30, 2016

Segment Reporting [Abstract]

Operating Segments

Operating Segments

The Corporate and Other Segment primarily includes specific items attributable to Questar Gas' operating segment that are not included in profit measures evaluated by executive management in assessing the segment's performance or in allocating resources.

The net expense for specific items in 2016 primarily related to a $11.9 million ($7.7 million after-tax) charge for transaction costs associated with the Dominion Questar Combination. These costs primarily consist of employee related costs allocated to Questar Gas and are included in other operations and maintenance on the Condensed Statements of Income.

The following table presents segment information pertaining to Questar Gas' operations:

	Questar Gas			Corporate and Other			Consolidated Total
	(in millions)
Three Months Ended September 30, 2016
Operating revenue	$	87.9		$	—		$	87.9
Net loss	(10.0		)	(7.7		)	(17.7		)
Three Months Ended September 30, 2015
Operating revenue	$	89.3		$	—		$	89.3
Net loss	(8.8		)	—			(8.8		)
Nine Months Ended September 30, 2016
Operating revenue	$	624.0		$	—		$	624.0
Net income (loss)	36.0			(7.7		)	28.3
Nine Months Ended September 30, 2015
Operating revenue	$	605.8		$	—		$	605.8
Net income	32.2			—			32.2

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Fair Value Measurements

9 Months Ended

Sep. 30, 2016

Fair Value Disclosures [Abstract]

Fair Value Measurements

Fair Value Measurements

Questar Gas' fair value measurements are made in accordance with the policies discussed in Note 6 to the Consolidated Financial Statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2015. See Note 8 in this report for further information about Questar Gas' derivatives and hedge accounting activities.

Questar Gas' commodity derivative valuations are prepared by Dominion's Enterprise Risk Management (ERM) department. The ERM department creates mark-to-market valuations for Questar Gas’ derivative transactions using computer-based statistical models. The inputs that go into the market valuations are transactional information stored in the systems of record and market pricing information that resides in data warehouse databases. The majority of forward prices are automatically uploaded into the data warehouse databases from various third-party sources. Inputs obtained from third-party sources are evaluated for reliability considering the reputation, independence, market presence, and methodology used by the third-party. If forward prices are not available from third-party sources, then the ERM department models the forward prices based on other available market data. A team consisting of risk management and risk quantitative analysts meets and assesses the validity of market prices and mark-to-market valuations.  Changes in mark-to-market valuations from period to period are examined and qualified against historical expectations.  If any discrepancies are identified during this process, the mark-to-market valuations or the market pricing information is evaluated further and adjusted, if necessary. 

For options where observable pricing information is not available from external sources, Questar Gas generally uses a modified Black-Scholes Model or other option model.

The inputs and assumptions used in measuring fair value for commodity derivative contracts include the following:

• Forward commodity prices

• Transaction prices

• Price correlation

• Volumes

• Commodity location

• Interest rates

• Credit quality of counterparties and Questar Gas

• Credit enhancements

• Time value

For derivative contracts, Questar Gas recognizes transfers among Level 1, Level 2 and Level 3 based on fair values as of the first day of the month in which the transfer occurs. Transfers out of Level 3 represent assets and liabilities that were previously classified as Level 3 for which the inputs became observable for classification in either Level 1 or Level 2. Because the activity and liquidity of commodity markets vary substantially between regions and time periods, the availability of observable inputs for substantially the full term and value of Questar Gas' over-the-counter derivative contracts is subject to change.

Level 3 Valuations

Fair value measurements are categorized as Level 3 when price or other inputs that are considered to be unobservable are significant to their valuations. Long-dated commodity derivatives are generally based on unobservable inputs due to the length of time to settlement and the absence of market activity and are therefore categorized as Level 3.

Questar Gas enters into certain physical forwards, which are considered Level 3 as they have one or more inputs that are not observable and are significant to the valuation. The discounted cash flow method is used to value Level 3 physical forward contracts. The discounted cash flow model for forwards calculates mark-to-market valuations based on forward market prices, original transaction prices, volumes, risk-free rate of return, and credit spreads. For Level 3 fair value measurements, forward market prices are considered unobservable. The unobservable inputs are developed and substantiated using historical information, available market data, third-party data, and statistical analysis. Periodically, inputs to valuation models are reviewed and revised as needed, based on historical information, updated market data, market liquidity and relationships, and changes in third-party pricing sources.

The following table presents Questar Gas' quantitative information about Level 3 fair value measurements at September 30, 2016. The range and weighted average are presented in dollars for market price inputs.

	Fair Value(millions)		Valuation Techniques	Unobservable Input	Range	Weighted Average(1)
Assets
Physical and financial forwards and futures:
Natural gas	$	1.6	Discounted cash flow	Market price (per Dth)(2)	2.6 - 3.6	3.1
Total assets	$	1.6

⁽¹⁾ Averages weighted by volume.

⁽²⁾ Represents market prices beyond defined terms for Levels 1 and 2.

Sensitivity of the fair value measurements to changes in the significant unobservable inputs is as follows:

Significant Unobservable Inputs	Position	Change to Input	Impact on Fair Value Measurement
Market price	Buy	Increase (decrease)	Gain (loss)
Market price	Sell	Increase (decrease)	Loss (gain)

Recurring Fair Value Measurements

The following table presents Questar Gas’ assets and liabilities that are measured at fair value on a recurring basis for each hierarchy level, including both current and noncurrent portions. Questar Gas did not have any such items at December 31, 2015.

	September 30, 2016
	Level 1		Level 2		Level 3		Total
	(millions)
Assets
Derivatives:
Commodity	$	—	$	—	$	1.6	$	1.6
Total assets	$	—	$	—	$	1.6	$	1.6
Liabilities
Derivatives:
Commodity	$	—	$	0.1	$	—	$	0.1
Total liabilities	$	—	$	0.1	$	—	$	0.1

The following table presents the net change in Questar Gas' assets and liabilities measured at fair value on a recurring basis and included in the Level 3 fair value category:

	3 Months Ended September 30,				9 Months Ended September 30,
	2016		2015		2016		2015
	(millions)
Beginning balance	$	—	$	—	$	—	$	—
Total realized and unrealized gains (losses):
Included in regulatory assets/liabilities	1.6		—		1.6		—
Ending balance	$	1.6	$	—	$	1.6	$	—

There were no unrealized gains or losses included in earnings in the Level 3 fair value category relating to assets/liabilities still held at the reporting date for the three and nine months ended September 30, 2016 and 2015.

Fair Value of Financial Instruments

Substantially all of Questar Gas' financial instruments are recorded at fair value, with the exception of the instruments described below, which are reported at historical cost. Estimated fair values have been determined using available market information and valuation methodologies considered appropriate by management. The carrying amount of cash and cash equivalents, accounts receivables, unbilled gas receivables, receivables from affiliates, payables to affiliates, notes payable to Dominion Questar, and accounts payable are representative of fair value because of the short-term nature of these instruments. For Questar Gas' financial instruments that are not recorded at fair value, the carrying amounts and estimated fair values are as follows:

	September 30, 2016				December 31, 2015
	Carrying Amount		Estimated Fair Value(1)		Carrying Amount		Estimated Fair Value(2)
	(millions)
Long-term debt(3)	$	531.4	$	607.2	$	531.2	$	568.4

⁽¹⁾ Fair value is estimated using market prices, where available, and interest rates currently available for issuance of debt with similar terms

and remaining maturities. The fair value measurements are classified as Level 2.

⁽²⁾ Fair value is estimated using the discounted present value of cash flows using Questar Gas’ current credit risk-adjusted borrowing rates.

The fair value measurements are classified as Level 2.

⁽³⁾ Carrying amount includes amounts which represent the unamortized debt issuance costs, discount and/or premium.

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Derivatives and Hedge Accounting Activities

9 Months Ended

Sep. 30, 2016

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Derivatives and Hedge Accounting Activities

Derivatives and Hedge Accounting Activities

Questar Gas procures natural gas on behalf of its customers by entering into physical forward natural gas supply contracts, which are considered to be derivative instruments. All derivatives, except those for which an exception applies, are required to be reported in the Condensed Balance Sheets at fair value. Derivative contracts representing unrealized gain positions and purchased options are reported as derivative assets. Derivative contracts representing unrealized losses and options sold are reported as derivative liabilities.

All income statement activity related to derivative instruments, including amounts realized upon settlement, is presented in operating expenses based on the nature of the underlying risk. In Questar Gas' regulated operations, changes in the fair value of derivative instruments result in the recognition of regulatory assets or regulatory liabilities for jurisdictions subject to cost-based rate regulation. Realized gains or losses on the derivative instruments are generally recognized when the related transactions impact earnings. See Note 7 for further information about fair value measurements and associated valuation methods for derivatives.

Derivative assets and liabilities are presented gross on Questar Gas' Condensed Balance Sheets. Questar Gas' derivative contracts include over-the-counter transactions, which are bilateral contracts that are transacted directly with a counterparty. At September 30, 2016, substantially all of Questar Gas' derivative assets and liabilities were not subject to a master netting or similar arrangement.

Volumes

The following table presents the volume of Questar Gas' derivative activity at September 30, 2016. These volumes are based on open derivative positions and represent the combined absolute value of their long and short positions, except in the case of offsetting transactions, for which they represent the absolute value of the net volume of their long and short positions.

	Current	Noncurrent
Natural Gas (bcf):
Fixed price(1)	7.7	34.1

⁽¹⁾Includes options.

Fair Value and Gains and Losses on Derivative Instruments

The following table presents the fair values of Questar Gas' derivatives and where they are presented in its Condensed Balance Sheets. Questar Gas did not have any derivative balances at December 31, 2015. 

	Fair Value - Derivatives not under Hedge  Accounting		Total Fair Value
At September 30, 2016	(millions)
ASSETS
Current Assets
Commodity	$	0.4	$	0.4
Total current derivative assets(1)	0.4		0.4
Noncurrent Assets
Commodity	1.2		1.2
Total noncurrent derivative assets(2)	1.2		1.2
Total derivative assets	$	1.6	$	1.6
LIABILITIES
Current Liabilities
Commodity	$	0.1	$	0.1
Total current derivative liabilities(3)	0.1		0.1
Total derivative liabilities	$	0.1	$	0.1

⁽¹⁾ Current derivative assets are presented in prepaid expenses and other current assets in Questar Gas’ Condensed Balance Sheets.

⁽²⁾ Noncurrent derivative assets are presented in other noncurrent assets in Questar Gas’ Condensed Balance Sheets.

⁽³⁾ Current derivative liabilities are presented in other current liabilities in Questar Gas’ Condensed Balance Sheets.

Questar Gas did not recognize any gains or losses on derivatives for both the three and nine months ended September 30, 2016 and 2015.

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Related Party Transactions

9 Months Ended

Sep. 30, 2016

Related Party Transactions [Abstract]

Related Party Transactions

Related-Party Transactions

Questar Gas provided technical services to its affiliates at its cost and charged $4.5 million for the first nine months of 2016, compared to $4.8 million for the same period of 2015, and charged $1.3 million for the third quarter of 2016 compared to $1.1 million for the third quarter of 2015. The majority of these costs are allocated. The allocation methods are based on the specific nature of the charges. Management believes that the allocation methods are reasonable.

Questar Gas has reserved transportation capacity on Questar Pipeline's system for 956 Mdth per day during the heating season and 841 Mdth per day during off-peak months. Questar Gas periodically releases excess capacity and receives a credit from Questar Pipeline for the released capacity revenues and a portion of Questar Pipeline's interruptible transportation revenues. Questar Gas' payment for transportation, storage and processing services provided by Questar Pipeline were $17.3 million and $53.9 million for the three and nine months ended September 30, 2016, respectively, compared to $17.5 million and $54.3 million for the three and nine months ended September 30, 2015. The costs of these services were included in the cost of natural gas sold.

The amounts that Questar Gas paid Wexpro for the operation of cost-of-service gas properties were $236.4 million and $241.0 million for the nine months ended 2016 and 2015, respectively, and $77.7 million and $80.7 million for the three months ended September 30, 2016 and 2015, respectively. Questar Gas reports these amounts in the cost of natural gas sold.

Affiliated companies charged Questar Gas for certain administrative and communication functions amounting to $22.7 million and $41.0 million for the three and nine months ended September 30, 2016, respectively, compared to $13.8 million and $42.9 million for the same prior year periods. These costs are included in other operations and maintenance. The administrative charges are generally allocated based on each affiliated company's proportional share of revenues less product costs; property, plant and equipment; and labor costs. Management believes that the allocation method is reasonable.

The Dominion Questar Combination resulted in merger and restructuring costs of $9.7 million charged from Dominion Questar for both the three and nine months ended September 30, 2016. There were no merger and restructuring costs for the same prior year periods. These costs primarily consist of employee related costs allocated to Questar Gas and are included in other operations and maintenance.

Questar Gas participates in certain Dominion Questar benefit plans. Amounts due from Dominion Questar associated with these benefit plans were $72.6 million and $67.5 million at September 30, 2016 and December 31, 2015, respectively. These amounts are included in noncurrent receivable from affiliates and current receivable from affiliates, respectively, on Questar Gas' Condensed Balance Sheets.

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Contingencies and Commitments

9 Months Ended

Sep. 30, 2016

Commitments and Contingencies Disclosure [Abstract]

Contingencies and Commitments

Contingencies and Commitments

Questar Gas is involved in various commercial, environmental, and regulatory claims. Litigation and other legal proceedings arise in the ordinary course of business. For current proceedings, management does not believe that liabilities, if any, from such litigation or other legal proceedings arising in the ordinary course of business individually or in the aggregate, will have a material adverse effect on Questar Gas' financial position, results of operations or cash flows.

A liability is recorded for a loss contingency when its occurrence is probable and its amount can be reasonably estimated. If some amount within a range of possible outcomes appears to be a better estimate than any other amount within the range, that amount is recorded. Otherwise, the minimum amount in the range is recorded. Disclosures are provided for contingencies reasonably likely to occur, which would have a material adverse effect on Questar Gas' financial position, results of operations or cash flows. Some of the claims involve highly complex issues relating to liability, damages and other matters subject to substantial uncertainties and, therefore, the probability of liability or an estimate of loss cannot be reasonably determined.

Commitments

In August 2016, Questar Gas committed to borrow under a 30-year, $50 million private placement senior note at 3.62% and a 35-year, $50 million private placement senior note at 3.67%. Both notes are expected to be funded in December 2016.

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Basis of Presentation of Interim Financial Statements (Policies)

9 Months Ended

Sep. 30, 2016

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Basis of Presentation of Interim Financial Statements

The interim financial statements were prepared in accordance with U.S. generally accepted accounting principles (GAAP) and with the instructions for Quarterly Reports on Form 10-Q and SEC Regulations S-X and S-K. The financial statements reflect all normal, recurring adjustments and accruals that are, in the opinion of management, necessary for a fair presentation of its financial position and results of operations for the interim periods presented. Interim financial statements do not include all of the information and notes required by GAAP for audited annual financial statements. These financial statements should be read in conjunction with the financial statements and notes thereto included in the Company's Annual Report on Form 10-K for the year ended December 31, 2015.

The preparation of the condensed financial statements and notes in conformity with GAAP requires that management make estimates and assumptions that affect the amounts of revenues, expenses, assets and liabilities, and disclosure of contingent assets and liabilities. Actual results could differ from estimates. The results of operations for the three and nine months ended September 30, 2016, are not necessarily indicative of the results that may be expected for the year ending December 31, 2016.

Reclassifications

Certain reclassifications were made to prior year information to conform to the current year presentation.

New Accounting Pronouncements

The Company has adopted Accounting Standards Update 2015-03, Interest - Imputation of Interest (Subtopic 835-30). The Company has retrospectively adjusted prior period debt issuance costs to be reflected in long-term debt. The reclassifications did not affect the Company's net income, total assets, liabilities, equity or cash flows, except as noted above.

Asset Retirement Obligations

Questar Gas records an ARO along with an increase to the carrying value of the related property, plant and equipment when there is a legal obligation associated with the retirement of a tangible long-lived asset. The fair value of retirement costs is estimated by the Company based on abandonment costs of similar properties and depreciated over the life of the related assets. Revisions to estimates result from material changes in the expected timing or amount of cash flows associated with AROs. As a result of a change in the estimated timing of cash flows for the interim retirement of natural gas pipeline components, Questar Gas recorded an increase of $75.1 million to AROs in the third quarter of 2016. Income or expense resulting from the settlement of ARO liabilities sold is included in other operations and maintenance on the Condensed Statements of Income. The current portion of the ARO balance is $1.5 million and is included in other current liabilities on the Condensed Balance Sheets. The ARO liability is adjusted to present value each period through an accretion calculation using a credit-adjusted risk-free interest rate.

Fair Value Measurements

Questar Gas' fair value measurements are made in accordance with the policies discussed in Note 6 to the Consolidated Financial Statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2015. See Note 8 in this report for further information about Questar Gas' derivatives and hedge accounting activities.

Questar Gas' commodity derivative valuations are prepared by Dominion's Enterprise Risk Management (ERM) department. The ERM department creates mark-to-market valuations for Questar Gas’ derivative transactions using computer-based statistical models. The inputs that go into the market valuations are transactional information stored in the systems of record and market pricing information that resides in data warehouse databases. The majority of forward prices are automatically uploaded into the data warehouse databases from various third-party sources. Inputs obtained from third-party sources are evaluated for reliability considering the reputation, independence, market presence, and methodology used by the third-party. If forward prices are not available from third-party sources, then the ERM department models the forward prices based on other available market data. A team consisting of risk management and risk quantitative analysts meets and assesses the validity of market prices and mark-to-market valuations.  Changes in mark-to-market valuations from period to period are examined and qualified against historical expectations.  If any discrepancies are identified during this process, the mark-to-market valuations or the market pricing information is evaluated further and adjusted, if necessary. 

For options where observable pricing information is not available from external sources, Questar Gas generally uses a modified Black-Scholes Model or other option model.

The inputs and assumptions used in measuring fair value for commodity derivative contracts include the following:

• Forward commodity prices

• Transaction prices

• Price correlation

• Volumes

• Commodity location

• Interest rates

• Credit quality of counterparties and Questar Gas

• Credit enhancements

• Time value

For derivative contracts, Questar Gas recognizes transfers among Level 1, Level 2 and Level 3 based on fair values as of the first day of the month in which the transfer occurs. Transfers out of Level 3 represent assets and liabilities that were previously classified as Level 3 for which the inputs became observable for classification in either Level 1 or Level 2. Because the activity and liquidity of commodity markets vary substantially between regions and time periods, the availability of observable inputs for substantially the full term and value of Questar Gas' over-the-counter derivative contracts is subject to change.

Level 3 Valuations

Fair value measurements are categorized as Level 3 when price or other inputs that are considered to be unobservable are significant to their valuations. Long-dated commodity derivatives are generally based on unobservable inputs due to the length of time to settlement and the absence of market activity and are therefore categorized as Level 3.

Questar Gas enters into certain physical forwards, which are considered Level 3 as they have one or more inputs that are not observable and are significant to the valuation. The discounted cash flow method is used to value Level 3 physical forward contracts. The discounted cash flow model for forwards calculates mark-to-market valuations based on forward market prices, original transaction prices, volumes, risk-free rate of return, and credit spreads. For Level 3 fair value measurements, forward market prices are considered unobservable. The unobservable inputs are developed and substantiated using historical information, available market data, third-party data, and statistical analysis. Periodically, inputs to valuation models are reviewed and revised as needed, based on historical information, updated market data, market liquidity and relationships, and changes in third-party pricing sources.

Derivatives and Hedge Accounting Activities

Questar Gas procures natural gas on behalf of its customers by entering into physical forward natural gas supply contracts, which are considered to be derivative instruments. All derivatives, except those for which an exception applies, are required to be reported in the Condensed Balance Sheets at fair value. Derivative contracts representing unrealized gain positions and purchased options are reported as derivative assets. Derivative contracts representing unrealized losses and options sold are reported as derivative liabilities.

All income statement activity related to derivative instruments, including amounts realized upon settlement, is presented in operating expenses based on the nature of the underlying risk. In Questar Gas' regulated operations, changes in the fair value of derivative instruments result in the recognition of regulatory assets or regulatory liabilities for jurisdictions subject to cost-based rate regulation. Realized gains or losses on the derivative instruments are generally recognized when the related transactions impact earnings. See Note 7 for further information about fair value measurements and associated valuation methods for derivatives.

Derivative assets and liabilities are presented gross on Questar Gas' Condensed Balance Sheets. Questar Gas' derivative contracts include over-the-counter transactions, which are bilateral contracts that are transacted directly with a counterparty. At September 30, 2016, substantially all of Questar Gas' derivative assets and liabilities were not subject to a master netting or similar arrangement

Contingencies

A liability is recorded for a loss contingency when its occurrence is probable and its amount can be reasonably estimated. If some amount within a range of possible outcomes appears to be a better estimate than any other amount within the range, that amount is recorded. Otherwise, the minimum amount in the range is recorded. Disclosures are provided for contingencies reasonably likely to occur, which would have a material adverse effect on Questar Gas' financial position, results of operations or cash flows. Some of the claims involve highly complex issues relating to liability, damages and other matters subject to substantial uncertainties and, therefore, the probability of liability or an estimate of loss cannot be reasonably determined

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Basis of Presentation of Interim Financial Statements (Tables)

9 Months Ended

Sep. 30, 2016

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Cost of sales detail

The details of Questar Gas' consolidated cost of sales are as follows:

	3 Months Ended						9 Months Ended
	September 30,						September 30,
	2016			2015			2016			2015
	(in millions)
Gas purchases	$	2.0		$	0.3		$	51.1		$	43.5
Operator service fee(1)	77.7			80.7			236.4			241.0
Transportation and storage(1)	17.8			18.1			57.5			58.4
Gathering	6.0			5.7			17.4			16.7
Royalties	5.7			7.6			16.0			26.4
Storage (injection), net	(44.2		)	(42.8		)	(23.4		)	(28.6		)
Purchased-gas account adjustment	(26.6		)	(26.4		)	5.5			0.9
Other	1.3			1.2			3.9			3.7
Total cost of natural gas sold	$	39.7		$	44.4		$	364.4		$	362.0

⁽¹⁾ See Note 9 for amounts attributable to affiliates

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Operating Revenue (Tables)

9 Months Ended

Sep. 30, 2016

Regulated and Unregulated Operating Revenue [Abstract]

Operating Revenue

Questar Gas' operating revenue consists of the following:

	3 Months Ended				9 Months Ended
	September 30,				September 30,
	2016		2015		2016		2015
	(in millions)
Residential and commercial sales	$	72.1	$	73.8	$	576.7	$	554.9
Industrial sales	3.5		4.5		13.0		16.9
Transportation for industrial customers	6.3		5.5		18.0		15.5
Service	1.0		1.0		3.8		3.7
Other	5.0		4.5		12.5		14.8
Total operating revenue	$	87.9	$	89.3	$	624.0	$	605.8

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Rate Regulation (Tables)

9 Months Ended

Sep. 30, 2016

Regulated Operations [Abstract]

Schedule of Regulatory Assets

The following table details regulatory assets and liabilities:

	September 30, 2016				December 31, 2015
	Current		Noncurrent		Current		Noncurrent
	(in millions)
Regulatory assets:
Purchased-gas adjustment(1)	$	—	$	—	$	18.9	$	—
Energy-efficiency program(2)	1.3		—		1.1		—
Contract withholding(3)	1.7		—		20.3		—
Deferred cost-of-service gas charges(4)	—		—		19.5		8.1
Cost of reacquired debt(5)	—		3.3		—		3.8
Pipeline integrity costs(6)	1.9		3.1		6.3		—
Conservation Enabling Tariff(7)	0.4		—		3.6		—
Other	0.6		—		0.1		—
Total regulatory assets	$	5.9	$	6.4	$	69.8	$	11.9
Regulatory liabilities:
Purchased-gas adjustment(1)	$	2.6	$	—	$	—	$	—
Cost of plant removal and AROs(8)	8.3		185.1		3.7		65.5
Income taxes refundable to customers(9)	—		0.1		—		0.1
Other	0.7		1.2		0.3		—
Total regulatory liabilities	$	11.6	$	186.4	$	4.0	$	65.6

⁽¹⁾ Purchased-gas costs that are different from those provided for in present rates are accumulated and recovered or credited through future rate changes.

⁽²⁾ The energy-efficiency program relates to funds expended for promoting the conservation of natural gas through advertising, rebates for efficient homes and appliances and home energy audits. Costs are recovered from customers through periodic rate adjustments. Costs incurred in excess of recoveries result in an asset; recoveries in excess of costs incurred result in a liability.

⁽³⁾ In 2016, Questar Gas recorded a regulatory asset of $1.7 million for a disputed amount withheld from a supplier of storage services. The amount withheld will be recovered from customers if it is determined that Questar Gas is required to pay the supplier. The $20.3 million withheld from a supplier of gathering services as of year-end, per the dispute settlement agreement, was resolved and reversed in March 2016. For further details, see Note 11 in the Company's first quarter 2016 Form 10-Q filing.

⁽⁴⁾ Operating and maintenance, depreciation, depletion and amortization, production taxes and royalties on cost-of-service gas production and future expenses related to abandonment of Wexpro-operated gas and oil wells. Noncurrent cost-of-service gas charges also include amounts for production imbalances that will be recovered from customers at the end of the related gas wells' useful lives. These costs were transferred to Wexpro in September 2016.

⁽⁵⁾ Gains and losses on the reacquisition of debt by rate-regulated companies are deferred and amortized as interest expense over the would-be remaining life of the reacquired debt. The reacquired debt costs had a weighted-average life of approximately 6.3 years as of September 30, 2016.

⁽⁶⁾ The costs of complying with pipeline-integrity regulations are recovered in rates subject to a PSCU order. Questar Gas is allowed to recover $7.0 million per year. Costs incurred in excess of this amount will be recovered in future rate changes.

⁽⁷⁾ The CET asset represents actual revenues received that are less than the allowed revenues. Any deficiency in amounts collected are recovered through periodic rate adjustments.

⁽⁸⁾ Cost of plant removal and AROs represent amounts recovered from customers for costs of future activities to remove assets that are expected to be incurred at the time of retirement.

⁽⁹⁾ Income taxes refundable to customers arise from adjustments to deferred taxes, refunded over the life of the related property, plant and equipment.

Schedule of Regulatory Liabilities

The following table details regulatory assets and liabilities:

	September 30, 2016				December 31, 2015
	Current		Noncurrent		Current		Noncurrent
	(in millions)
Regulatory assets:
Purchased-gas adjustment(1)	$	—	$	—	$	18.9	$	—
Energy-efficiency program(2)	1.3		—		1.1		—
Contract withholding(3)	1.7		—		20.3		—
Deferred cost-of-service gas charges(4)	—		—		19.5		8.1
Cost of reacquired debt(5)	—		3.3		—		3.8
Pipeline integrity costs(6)	1.9		3.1		6.3		—
Conservation Enabling Tariff(7)	0.4		—		3.6		—
Other	0.6		—		0.1		—
Total regulatory assets	$	5.9	$	6.4	$	69.8	$	11.9
Regulatory liabilities:
Purchased-gas adjustment(1)	$	2.6	$	—	$	—	$	—
Cost of plant removal and AROs(8)	8.3		185.1		3.7		65.5
Income taxes refundable to customers(9)	—		0.1		—		0.1
Other	0.7		1.2		0.3		—
Total regulatory liabilities	$	11.6	$	186.4	$	4.0	$	65.6

⁽¹⁾ Purchased-gas costs that are different from those provided for in present rates are accumulated and recovered or credited through future rate changes.

⁽²⁾ The energy-efficiency program relates to funds expended for promoting the conservation of natural gas through advertising, rebates for efficient homes and appliances and home energy audits. Costs are recovered from customers through periodic rate adjustments. Costs incurred in excess of recoveries result in an asset; recoveries in excess of costs incurred result in a liability.

⁽³⁾ In 2016, Questar Gas recorded a regulatory asset of $1.7 million for a disputed amount withheld from a supplier of storage services. The amount withheld will be recovered from customers if it is determined that Questar Gas is required to pay the supplier. The $20.3 million withheld from a supplier of gathering services as of year-end, per the dispute settlement agreement, was resolved and reversed in March 2016. For further details, see Note 11 in the Company's first quarter 2016 Form 10-Q filing.

⁽⁴⁾ Operating and maintenance, depreciation, depletion and amortization, production taxes and royalties on cost-of-service gas production and future expenses related to abandonment of Wexpro-operated gas and oil wells. Noncurrent cost-of-service gas charges also include amounts for production imbalances that will be recovered from customers at the end of the related gas wells' useful lives. These costs were transferred to Wexpro in September 2016.

⁽⁵⁾ Gains and losses on the reacquisition of debt by rate-regulated companies are deferred and amortized as interest expense over the would-be remaining life of the reacquired debt. The reacquired debt costs had a weighted-average life of approximately 6.3 years as of September 30, 2016.

⁽⁶⁾ The costs of complying with pipeline-integrity regulations are recovered in rates subject to a PSCU order. Questar Gas is allowed to recover $7.0 million per year. Costs incurred in excess of this amount will be recovered in future rate changes.

⁽⁷⁾ The CET asset represents actual revenues received that are less than the allowed revenues. Any deficiency in amounts collected are recovered through periodic rate adjustments.

⁽⁸⁾ Cost of plant removal and AROs represent amounts recovered from customers for costs of future activities to remove assets that are expected to be incurred at the time of retirement.

⁽⁹⁾ Income taxes refundable to customers arise from adjustments to deferred taxes, refunded over the life of the related property, plant and equipment.

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Asset Retirement Obligations (Tables)

9 Months Ended

Sep. 30, 2016

Asset Retirement Obligation [Abstract]

Schedule of Changes in AROs

Changes in Questar Gas' AROs from the Condensed Balance Sheets were as follows:

	9 Months Ended
	September 30,
	2016			2015
	(in millions)
AROs at beginning of year	$	0.6		$	0.6
Accretion	0.7			—
Revisions in estimated cash flows	75.1			—
Liabilities settled	(0.3		)	—
AROs at end of period	$	76.1		$	0.6

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Operating Segments (Tables)

9 Months Ended

Sep. 30, 2016

Segment Reporting [Abstract]

Schedule of Segment Reporting Information, by Segment

The following table presents segment information pertaining to Questar Gas' operations:

	Questar Gas			Corporate and Other			Consolidated Total
	(in millions)
Three Months Ended September 30, 2016
Operating revenue	$	87.9		$	—		$	87.9
Net loss	(10.0		)	(7.7		)	(17.7		)
Three Months Ended September 30, 2015
Operating revenue	$	89.3		$	—		$	89.3
Net loss	(8.8		)	—			(8.8		)
Nine Months Ended September 30, 2016
Operating revenue	$	624.0		$	—		$	624.0
Net income (loss)	36.0			(7.7		)	28.3
Nine Months Ended September 30, 2015
Operating revenue	$	605.8		$	—		$	605.8
Net income	32.2			—			32.2

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Fair Value Measurements (Tables)

9 Months Ended

Sep. 30, 2016

Fair Value Disclosures [Abstract]

Fair Value, Option, Quantitative Disclosures

The following table presents Questar Gas' quantitative information about Level 3 fair value measurements at September 30, 2016. The range and weighted average are presented in dollars for market price inputs.

	Fair Value(millions)		Valuation Techniques	Unobservable Input	Range	Weighted Average(1)
Assets
Physical and financial forwards and futures:
Natural gas	$	1.6	Discounted cash flow	Market price (per Dth)(2)	2.6 - 3.6	3.1
Total assets	$	1.6

⁽¹⁾ Averages weighted by volume.

⁽²⁾ Represents market prices beyond defined terms for Levels 1 and 2.

Significant Unobservable Inputs

Sensitivity of the fair value measurements to changes in the significant unobservable inputs is as follows:

Significant Unobservable Inputs	Position	Change to Input	Impact on Fair Value Measurement
Market price	Buy	Increase (decrease)	Gain (loss)
Market price	Sell	Increase (decrease)	Loss (gain)

Schedule of Assets and Liabilities Measured at Fair Value on a Recurring Basis

The following table presents Questar Gas’ assets and liabilities that are measured at fair value on a recurring basis for each hierarchy level, including both current and noncurrent portions. Questar Gas did not have any such items at December 31, 2015.

	September 30, 2016
	Level 1		Level 2		Level 3		Total
	(millions)
Assets
Derivatives:
Commodity	$	—	$	—	$	1.6	$	1.6
Total assets	$	—	$	—	$	1.6	$	1.6
Liabilities
Derivatives:
Commodity	$	—	$	0.1	$	—	$	0.1
Total liabilities	$	—	$	0.1	$	—	$	0.1

Fair Value Assets and Liabilities Measured on Recurring Basis Unobservable Input Reconciliation

The following table presents the net change in Questar Gas' assets and liabilities measured at fair value on a recurring basis and included in the Level 3 fair value category:

	3 Months Ended September 30,				9 Months Ended September 30,
	2016		2015		2016		2015
	(millions)
Beginning balance	$	—	$	—	$	—	$	—
Total realized and unrealized gains (losses):
Included in regulatory assets/liabilities	1.6		—		1.6		—
Ending balance	$	1.6	$	—	$	1.6	$	—

Schedule Carrying Amounts and Estimated Fair Value of Financial Instruments not Recorded at Fair Value

For Questar Gas' financial instruments that are not recorded at fair value, the carrying amounts and estimated fair values are as follows:

	September 30, 2016				December 31, 2015
	Carrying Amount		Estimated Fair Value(1)		Carrying Amount		Estimated Fair Value(2)
	(millions)
Long-term debt(3)	$	531.4	$	607.2	$	531.2	$	568.4

⁽¹⁾ Fair value is estimated using market prices, where available, and interest rates currently available for issuance of debt with similar terms

and remaining maturities. The fair value measurements are classified as Level 2.

⁽²⁾ Fair value is estimated using the discounted present value of cash flows using Questar Gas’ current credit risk-adjusted borrowing rates.

The fair value measurements are classified as Level 2.

⁽³⁾ Carrying amount includes amounts which represent the unamortized debt issuance costs, discount and/or premium.

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Derivatives and Hedge Accounting Activities (Tables)

9 Months Ended

Sep. 30, 2016

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Schedule of Notional Amounts of Outstanding Derivative Positions

The following table presents the volume of Questar Gas' derivative activity at September 30, 2016. These volumes are based on open derivative positions and represent the combined absolute value of their long and short positions, except in the case of offsetting transactions, for which they represent the absolute value of the net volume of their long and short positions.

	Current	Noncurrent
Natural Gas (bcf):
Fixed price(1)	7.7	34.1

⁽¹⁾Includes options.

Schedule of Derivative Instruments in Statement of Financial Position, Fair Value

The following table presents the fair values of Questar Gas' derivatives and where they are presented in its Condensed Balance Sheets. Questar Gas did not have any derivative balances at December 31, 2015. 

	Fair Value - Derivatives not under Hedge  Accounting		Total Fair Value
At September 30, 2016	(millions)
ASSETS
Current Assets
Commodity	$	0.4	$	0.4
Total current derivative assets(1)	0.4		0.4
Noncurrent Assets
Commodity	1.2		1.2
Total noncurrent derivative assets(2)	1.2		1.2
Total derivative assets	$	1.6	$	1.6
LIABILITIES
Current Liabilities
Commodity	$	0.1	$	0.1
Total current derivative liabilities(3)	0.1		0.1
Total derivative liabilities	$	0.1	$	0.1

⁽¹⁾ Current derivative assets are presented in prepaid expenses and other current assets in Questar Gas’ Condensed Balance Sheets.

⁽²⁾ Noncurrent derivative assets are presented in other noncurrent assets in Questar Gas’ Condensed Balance Sheets.

⁽³⁾ Current derivative liabilities are presented in other current liabilities in Questar Gas’ Condensed Balance Sheets.

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Basis of Presentation of Interim Financial Statements (Details) - USD ($) $ in Millions		3 Months Ended		9 Months Ended
		Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015
Cost of Sales [Abstract]
Gas purchases		$ 2.0	$ 0.3	$ 51.1	$ 43.5
Operator service fee	[1]	77.7	80.7	236.4	241.0
Transportation and storage	[1]	17.8	18.1	57.5	58.4
Gathering		6.0	5.7	17.4	16.7
Royalties		5.7	7.6	16.0	26.4
Storage (injection), net		(44.2)	(42.8)	(23.4)	(28.6)
Purchased-gas account adjustment		(26.6)	(26.4)	5.5	0.9
Other		1.3	1.2	3.9	3.7
Total cost of natural gas sold (excluding operating expenses shown separately)		$ 39.7	$ 44.4	$ 364.4	$ 362.0

[1] See Note 9 for amounts attributable to affiliates

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Operating Revenue (Details) - USD ($) $ in Millions		3 Months Ended		9 Months Ended
		Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015
Public Utilities, General Disclosures [Line Items]
Service		$ 1.0	$ 1.0	$ 3.8	$ 3.7
Other		5.0	4.5	12.5	14.8
Total Revenues	[1]	87.9	89.3	624.0	605.8
Residential and commercial
Public Utilities, General Disclosures [Line Items]
Residential, commercial, and industrial sales		72.1	73.8	576.7	554.9
Industrial
Public Utilities, General Disclosures [Line Items]
Residential, commercial, and industrial sales		3.5	4.5	13.0	16.9
Transportation for industrial customers		$ 6.3	$ 5.5	$ 18.0	$ 15.5

[1] See Note 9 for amounts attributable to affiliates

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Rate Regulation - Regulatory Assets (Details) - USD ($)		9 Months Ended
		Sep. 30, 2016	Dec. 31, 2015
Regulatory Assets [Line Items]
Regulatory assets, current		$ 5,900,000	$ 69,800,000	[1]
Regulatory assets, noncurrent		6,400,000	11,900,000	[1]
Purchased-gas adjustment
Regulatory Assets [Line Items]
Regulatory assets, current	[2]	0	18,900,000
Regulatory assets, noncurrent	[2]	0	0
Energy-efficiency program
Regulatory Assets [Line Items]
Regulatory assets, current	[3]	1,300,000	1,100,000
Regulatory assets, noncurrent	[3]	0	0
Contract withholding
Regulatory Assets [Line Items]
Regulatory assets, current	[4]	1,700,000	20,300,000
Regulatory assets, noncurrent	[4]	0	0
Deferred cost-of-service gas charges
Regulatory Assets [Line Items]
Regulatory assets, current	[5]	0	19,500,000
Regulatory assets, noncurrent	[5]	0	8,100,000
Cost of reacquired debt
Regulatory Assets [Line Items]
Regulatory assets, current	[6]	0	0
Regulatory assets, noncurrent	[6]	$ 3,300,000	3,800,000
Cost of reacquired debt | Weighted Average
Regulatory Assets [Line Items]
Recovery period		6 years 3 months
Pipeline integrity costs
Regulatory Assets [Line Items]
Regulatory assets, current	[7]	$ 1,900,000	6,300,000
Regulatory assets, noncurrent	[7]	3,100,000	0
Pipeline integrity costs | Maximum
Regulatory Assets [Line Items]
Allowed recovery amount per year		7,000,000.0
Conservation Enabling Tariff
Regulatory Assets [Line Items]
Regulatory assets, current	[8]	400,000	3,600,000
Regulatory assets, noncurrent	[8]	0	0
Other
Regulatory Assets [Line Items]
Regulatory assets, current		600,000	100,000
Regulatory assets, noncurrent		$ 0	$ 0

[1] Derived from 2015 audited financial statements

[2] Purchased-gas costs that are different from those provided for in present rates are accumulated and recovered or credited through future rate changes.

[3] The energy-efficiency program relates to funds expended for promoting the conservation of natural gas through advertising, rebates for efficient homes and appliances and home energy audits. Costs are recovered from customers through periodic rate adjustments. Costs incurred in excess of recoveries result in an asset; recoveries in excess of costs incurred result in a liability.

[4] In 2016, Questar Gas recorded a regulatory asset of $1.7 million for a disputed amount withheld from a supplier of storage services. The amount withheld will be recovered from customers if it is determined that Questar Gas is required to pay the supplier. The $20.3 million withheld from a supplier of gathering services as of year-end, per the dispute settlement agreement, was resolved and reversed in March 2016. For further details, see Note 11 in the Company's first quarter 2016 Form 10-Q filing.

[5] Operating and maintenance, depreciation, depletion and amortization, production taxes and royalties on cost-of-service gas production and future expenses related to abandonment of Wexpro-operated gas and oil wells. Noncurrent cost-of-service gas charges also include amounts for production imbalances that will be recovered from customers at the end of the related gas wells' useful lives. These costs were transferred to Wexpro in September 2016.

[6] Gains and losses on the reacquisition of debt by rate-regulated companies are deferred and amortized as interest expense over the would-be remaining life of the reacquired debt. The reacquired debt costs had a weighted-average life of approximately 6.3 years as of September 30, 2016.

[7] The costs of complying with pipeline-integrity regulations are recovered in rates subject to a PSCU order. Questar Gas is allowed to recover $7.0 million per year. Costs incurred in excess of this amount will be recovered in future rate changes.

[8] The CET asset represents actual revenues received that are less than the allowed revenues. Any deficiency in amounts collected are recovered through periodic rate adjustments.

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Rate Regulation - Regulatory Liabilities (Details) - USD ($) $ in Millions		Sep. 30, 2016	Dec. 31, 2015
Regulatory Liabilities [Line Items]
Regulatory liabilities, current		$ 11.6	$ 4.0
Regulatory liabilities, noncurrent		186.4	65.6	[1]
Purchased-gas adjustment
Regulatory Liabilities [Line Items]
Regulatory liabilities, current	[2]	2.6	0.0
Regulatory liabilities, noncurrent	[2]	0.0	0.0
Cost of plant removal
Regulatory Liabilities [Line Items]
Regulatory liabilities, current	[3]	8.3	3.7
Regulatory liabilities, noncurrent	[3]	185.1	65.5
Income taxes refundable to customers
Regulatory Liabilities [Line Items]
Regulatory liabilities, current	[4]	0.0	0.0
Regulatory liabilities, noncurrent	[4]	0.1	0.1
Other
Regulatory Liabilities [Line Items]
Regulatory liabilities, current		0.7	0.3
Regulatory liabilities, noncurrent		$ 1.2	$ 0.0

[1] Derived from 2015 audited financial statements

[2] Purchased-gas costs that are different from those provided for in present rates are accumulated and recovered or credited through future rate changes.

[3] Cost of plant removal and AROs represent amounts recovered from customers for costs of future activities to remove assets that are expected to be incurred at the time of retirement.

[4] Income taxes refundable to customers arise from adjustments to deferred taxes, refunded over the life of the related property, plant and equipment.

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Rate Regulation - Rate Case Filings (Details) $ in Millions	Oct. 01, 2016 USD ($)
Filing for Gas Cost Increase, Effective November 2016 | PSCU | Subsequent Event
Public Utilities, General Disclosures [Line Items]
Amount of gas cost increase	$ 8.6

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Asset Retirement Obligations (Details) - USD ($) $ in Millions	3 Months Ended	9 Months Ended
	Sep. 30, 2016	Sep. 30, 2016	Sep. 30, 2015
Asset Retirement Obligation [Abstract]
Current portion of the ARO balance	$ 1.5	$ 1.5
Asset Retirement Obligation, Roll Forward Analysis [Roll Forward]
AROs at beginning of year		0.6	$ 0.6
Accretion		0.7	0.0
Revisions in estimated cash flows	75.1	75.1	0.0
Liabilities settled		(0.3)	0.0
AROs at end of period	$ 76.1	$ 76.1	$ 0.6

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Operating Segments - Narrative (Details) - Operating Segments - Corporate and Other $ in Millions	9 Months Ended
	Sep. 30, 2016 USD ($)
Segment Reporting Information [Line Items]
Transaction costs	$ 11.9	[1]
Transaction costs, net of tax	$ 7.7

[1] See Note 9 for amounts attributable to affiliates

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Operating Segments - Schedule of Segment Information (Details) - USD ($) $ in Millions		3 Months Ended		9 Months Ended
		Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015
Segment Reporting Information [Line Items]
Operating revenue	[1]	$ 87.9	$ 89.3	$ 624.0	$ 605.8
Net income (loss)		(17.7)	(8.8)	28.3	32.2
Operating Segments | Questar Gas
Segment Reporting Information [Line Items]
Operating revenue		87.9	89.3	624.0	605.8
Net income (loss)		(10.0)	(8.8)	36.0	32.2
Operating Segments | Corporate and Other
Segment Reporting Information [Line Items]
Operating revenue		0.0	0.0	0.0	0.0
Net income (loss)		$ (7.7)	$ 0.0	$ (7.7)	$ 0.0

[1] See Note 9 for amounts attributable to affiliates

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Fair Value Measurements - Quantitative Information about Level 3 Fair Value Measurements (Details) $ in Millions	9 Months Ended
	Sep. 30, 2016 USD ($) $ / MMBTU
Fair Value, Option, Quantitative Disclosures [Line Items]
Derivatives assets	$ 1.6
Fair Value, Measurements, Recurring | Commodity
Fair Value, Option, Quantitative Disclosures [Line Items]
Derivatives assets	1.6
Fair Value, Measurements, Recurring | Level 3 | Commodity
Fair Value, Option, Quantitative Disclosures [Line Items]
Derivatives assets	1.6
Fair Value, Measurements, Recurring | Level 3 | Commodity | Discounted cash flow
Fair Value, Option, Quantitative Disclosures [Line Items]
Derivatives assets	1.6
Fair Value, Measurements, Recurring | Level 3 | Natural Gas | Commodity | Discounted cash flow
Fair Value, Option, Quantitative Disclosures [Line Items]
Derivatives assets	$ 1.6
Fair Value, Measurements, Recurring | Level 3 | Natural Gas | Commodity | Discounted cash flow | Minimum
Fair Value, Option, Quantitative Disclosures [Line Items]
Market price (per Dth) | $ / MMBTU	2.6	[1]
Fair Value, Measurements, Recurring | Level 3 | Natural Gas | Commodity | Discounted cash flow | Maximum
Fair Value, Option, Quantitative Disclosures [Line Items]
Market price (per Dth) | $ / MMBTU	3.6	[1]
Fair Value, Measurements, Recurring | Level 3 | Natural Gas | Commodity | Discounted cash flow | Weighted Average
Fair Value, Option, Quantitative Disclosures [Line Items]
Market price (per Dth) | $ / MMBTU	3.1	[1],[2]

[1] Represents market prices beyond defined terms for Levels 1 and 2.

[2] Averages weighted by volume.

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Fair Value Measurements - Schedule of Assets and Liabilities Measured at Fair Value on a Recurring Basis (Details) $ in Millions	Sep. 30, 2016 USD ($)
Assets
Derivatives assets	$ 1.6
Liabilities
Derivative liabilities	0.1
Fair Value, Measurements, Recurring
Assets
Total assets	1.6
Liabilities
Total liabilities	0.1
Fair Value, Measurements, Recurring | Level 1
Assets
Total assets	0.0
Liabilities
Total liabilities	0.0
Fair Value, Measurements, Recurring | Level 2
Assets
Total assets	0.0
Liabilities
Total liabilities	0.1
Fair Value, Measurements, Recurring | Level 3
Assets
Total assets	1.6
Liabilities
Total liabilities	0.0
Fair Value, Measurements, Recurring | Commodity
Assets
Derivatives assets	1.6
Liabilities
Derivative liabilities	0.1
Fair Value, Measurements, Recurring | Commodity | Level 1
Assets
Derivatives assets	0.0
Liabilities
Derivative liabilities	0.0
Fair Value, Measurements, Recurring | Commodity | Level 2
Assets
Derivatives assets	0.0
Liabilities
Derivative liabilities	0.1
Fair Value, Measurements, Recurring | Commodity | Level 3
Assets
Derivatives assets	1.6
Liabilities
Derivative liabilities	$ 0.0

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Fair Value Measurements - Net Change in Assets and Liabilities Measured at Fair Value on a Recurring Basis and Included in the Level 3 Fair Value Category (Details) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Roll Forward]
Unrealized gains or losses included in earnings in the Level 3 fair value category	$ 0	$ 0	$ 0	$ 0
Commodity
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Roll Forward]
Beginning balance	0	0	0	0
Total realized and unrealized gains (losses), included in regulatory assets/ liabilities	1,600,000	0	1,600,000	0
Ending balance	$ 1,600,000	$ 0	$ 1,600,000	$ 0

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Fair Value Measurements - Schedule of Carrying Amounts and Estimated Fair Values of Financial Instruments not Recorded at Fair Value (Details) - USD ($) $ in Millions		Sep. 30, 2016		Dec. 31, 2015
Carrying Amount
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Long-term debt	[1]	$ 531.4		$ 531.2
Estimated Fair Value
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Long-term debt	[1]	$ 607.2	[2]	$ 568.4	[3]

[1] Carrying amount includes amounts which represent the unamortized debt issuance costs, discount and/or premium.

[2] Fair value is estimated using market prices, where available, and interest rates currently available for issuance of debt with similar terms and remaining maturities. The fair value measurements are classified as Level 2.

[3] Fair value is estimated using the discounted present value of cash flows using Questar Gas’ current credit risk-adjusted borrowing rates. The fair value measurements are classified as Level 2.

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Derivatives and Hedge Accounting Activities - Schedule of Volume of Derivative Activity (Details)	9 Months Ended
	Sep. 30, 2016 MMcf	[1]
Fixed Price - Natural Gas - Current Derivative Contract
Derivative [Line Items]
Volume of derivative activity (bcf)	7,700
Fixed Price - Natural Gas - Non-current Derivative Contract
Derivative [Line Items]
Volume of derivative activity (bcf)	34,100

[1] Includes options.

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Derivatives and Hedge Accounting Activities - Schedule of Fair Values of Derivatives and Balance Sheet Location (Details) $ in Millions	Sep. 30, 2016 USD ($)
Derivatives, Fair Value [Line Items]
Derivatives assets	$ 1.6
Derivative liabilities	0.1
Current Assets
Derivatives, Fair Value [Line Items]
Derivatives assets	0.4	[1]
Noncurrent Assets
Derivatives, Fair Value [Line Items]
Derivatives assets	1.2	[2]
Current Liabilities
Derivatives, Fair Value [Line Items]
Derivative liabilities	0.1	[3]
Fair Value - Derivatives not under Hedge Accounting
Derivatives, Fair Value [Line Items]
Derivatives assets	1.6
Derivative liabilities	0.1
Fair Value - Derivatives not under Hedge Accounting | Current Assets
Derivatives, Fair Value [Line Items]
Derivatives assets	0.4	[1]
Fair Value - Derivatives not under Hedge Accounting | Noncurrent Assets
Derivatives, Fair Value [Line Items]
Derivatives assets	1.2	[2]
Fair Value - Derivatives not under Hedge Accounting | Current Liabilities
Derivatives, Fair Value [Line Items]
Derivative liabilities	0.1	[3]
Commodity | Current Assets
Derivatives, Fair Value [Line Items]
Derivatives assets	0.4
Commodity | Noncurrent Assets
Derivatives, Fair Value [Line Items]
Derivatives assets	1.2
Commodity | Current Liabilities
Derivatives, Fair Value [Line Items]
Derivative liabilities	0.1
Commodity | Fair Value - Derivatives not under Hedge Accounting | Current Assets
Derivatives, Fair Value [Line Items]
Derivatives assets	0.4
Commodity | Fair Value - Derivatives not under Hedge Accounting | Noncurrent Assets
Derivatives, Fair Value [Line Items]
Derivatives assets	1.2
Commodity | Fair Value - Derivatives not under Hedge Accounting | Current Liabilities
Derivatives, Fair Value [Line Items]
Derivative liabilities	$ 0.1

[1] Current derivative assets are presented in prepaid expenses and other current assets in Questar Gas’ Condensed Balance Sheets.

[2] Noncurrent derivative assets are presented in other noncurrent assets in Questar Gas’ Condensed Balance Sheets.

[3] Current derivative liabilities are presented in other current liabilities in Questar Gas’ Condensed Balance Sheets.

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Related Party Transactions (Details)	3 Months Ended		9 Months Ended
	Sep. 30, 2016 USD ($)	Sep. 30, 2015 USD ($)	Sep. 30, 2016 USD ($) MMBTU	Sep. 30, 2015 USD ($)	Dec. 31, 2015 USD ($)
Related Party Transaction [Line Items]
Current receivable from affiliates	$ 72,600,000		$ 72,600,000		$ 0	[1]
Affiliated Entity | Technical Services Provided to Affiliates
Related Party Transaction [Line Items]
Revenue from affiliated companies	1,300,000	$ 1,100,000	4,500,000	$ 4,800,000
Affiliated Entity | Charges for Certain Administrative Functions
Related Party Transaction [Line Items]
Operating expenses from affiliated companies	22,700,000	13,800,000	$ 41,000,000	42,900,000
Affiliated Entity | Questar Pipeline | Reserved Transportation Capacity | Reserved Transportation Capacity on Pipeline System during Heating Season
Related Party Transaction [Line Items]
Reserved transportation capacity (Mdth per day) | MMBTU			956,000
Affiliated Entity | Questar Pipeline | Reserved Transportation Capacity | Reserved Transportation Capacity on Pipeline System during Off-Peak Months
Related Party Transaction [Line Items]
Reserved transportation capacity (Mdth per day) | MMBTU			841,000
Affiliated Entity | Questar Pipeline | Transportation, Storage and Processing Services provided by Related Parties
Related Party Transaction [Line Items]
Cost of natural gas sold from affiliated companies	17,300,000	17,500,000	$ 53,900,000	54,300,000
Affiliated Entity | Wexpro | Payments to Related Party for Operation of Cost of Service Gas Properties
Related Party Transaction [Line Items]
Cost of natural gas sold from affiliated companies	77,700,000	80,700,000	236,400,000	241,000,000
Dominion Questar Corporation | Dominion Questar Corporation | Merger and Restructuring Costs from Dominion Questar Combination
Related Party Transaction [Line Items]
Merger and restructuring costs	9,700,000	$ 0	9,700,000	$ 0
Dominion Questar Corporation | Dominion Questar Corporation | Participation in Dominion Questar Benefit Plans
Related Party Transaction [Line Items]
Current receivable from affiliates	$ 72,600,000		$ 72,600,000
Noncurrent receivable from affiliates					$ 67,500,000

[1] Derived from 2015 audited financial statements

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Contingencies and Commitments (Details) - Commitment to Borrow - Private Placement Senior Note Payable - Scenario, Forecast	1 Months Ended
	Dec. 31, 2016 USD ($)
Private Placement Senior Note Payable at 3.62%
Other Commitments [Line Items]
Term of note	30 years
Amount of note	$ 50,000,000
Interest rate percentage	3.62%
Private Placement Senior Note Payable at 3.67%
Other Commitments [Line Items]
Term of note	35 years
Amount of note	$ 50,000,000
Interest rate percentage	3.67%