-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, SjnQrogDgTc14TNFE8k5uNre22tGNZ9A8ZZ6N2fQasAsgQd31mjShNKtI46VtcXB hWlh/mcUa8tJ0KSxlAxPgQ== 0000751652-98-000014.txt : 19980420 0000751652-98-000014.hdr.sgml : 19980420 ACCESSION NUMBER: 0000751652-98-000014 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19971231 FILED AS OF DATE: 19980417 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: QUESTAR CORP CENTRAL INDEX KEY: 0000751652 STANDARD INDUSTRIAL CLASSIFICATION: NATURAL GAS TRANSMISSION & DISTRIBUTION [4923] IRS NUMBER: 870407509 STATE OF INCORPORATION: UT FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 11-K SEC ACT: SEC FILE NUMBER: 001-08796 FILM NUMBER: 98596178 BUSINESS ADDRESS: STREET 1: 180 E FIRST SOUTH ST STREET 2: PO BOX 45433 CITY: SALT LAKE CITY STATE: UT ZIP: 84145 BUSINESS PHONE: 8015345000 MAIL ADDRESS: STREET 1: 180 E FIRST SOUTH ST STREET 2: P O BOX 45433 CITY: SALT LAKE CITY STATE: UT ZIP: 84145 11-K 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K (Mark One) [x] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 1997 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM _____ TO _____. Commission File No. 1-8796 QUESTAR CORPORATION EMPLOYEE INVESTMENT PLAN Questar Corporation 180 East First South P.O. Box 45433 Salt Lake City, Utah 84145-0433 FORM 11-K ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 1997. Commission File Number 1-8796. A. The full title of the plan is the Questar Corporation Employee Investment Plan. The address of the plan is the same as that of the issuer named below. B. The name of the issuer of the securities held pursuant to the plan and the address of its principal executive office are: Questar Corporation, 180 East First South, P.O. Box 45433, Salt Lake City, Utah 84145-0433. C. Financial statements and schedules prepared in accordance with the Employee Retirement Income Security Act of 1974 for the fiscal year ended December 31, 1997, are attached as an exhibit to this Form 11-K. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the members of the Questar Corporation Employee Benefits Committee have duly caused this annual report to be signed by its duly authorized chairman. QUESTAR CORPORATION EMPLOYEE INVESTMENT PLAN Date: April 16, 1998 By: /s/R. D. Cash R. D. Cash Chairman, Employee Benefits Committee Financial Statements and Schedules Questar Corporation Employee Investment Plan Years ended December 31, 1997 and 1996 Questar Corporation Employee Investment Plan Financial Statements and Schedules Years ended December 31, 1997 and 1996 Contents Report of Independent Auditors Audited Financial Statements Statements of Net Assets Available for Plan Benefits Statements of Changes in Net Assets Available for Plan Benefits Notes to Financial Statements Schedules Assets Held for Investment Transactions or Series of Transactions in Excess of 5% of the Current Value of Plan Assets Report of Independent Auditors Participants in Questar Corporation Employee Investment Plan We have audited the accompanying statements of net assets available for plan benefits of Questar Corporation Employee Investment Plan as of December 31, 1997 and 1996, and the related statements of changes in net assets available for plan benefits for the years then ended. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform our audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for plan benefits of the Plan at December 31, 1997 and 1996, and the changes in its net assets available for plan benefits for the years then ended, in conformity with generally accepted accounting principles. Our audits were made for the purpose of forming an opinion on the financial statements taken as a whole. The accompanying supplemental schedules are presented for the purposes of complying with the Department of Labor's Rules and Regulation for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974, and are not a required part of the financial statements. The supplemental schedules have been subjected to the auditing procedures applied in our audit of the 1997 financial statements and, in our opinion, are fairly stated in all material respects in relation to the 1997 financial statements taken as a whole. /s/Ernst & Young LLP Ernst & Young LLP March 10, 1998 Salt Lake City, Utah Questar Corporation Employee Investment Plan Statements of Net Assets Available for Plan Benefits
December 31, 1997 1996 Assets Investments - at market : Questar Corporation common stock : Allocated $152,595,668 $120,607,987 Unallocated 17,981,632 23,554,481 Mutual funds 18,893,579 13,494,336 Merrill Lynch Retirement Preservation Trust 2,874,782 Money market fund 3,456,808 Guaranteed investment contracts 205,123 192,345,661 161,318,735 Cash and short-term investments 341,910 58,136 192,687,571 161,376,871 Contribution receivable from Questar Corporation 436,400 446,800 Contribution receivable from employees 112,759 Interest receivable 61,589 34,244 193,185,560 161,970,674 Liabilities Unallocated contributions and dividends 176,628 55,104 Security acquisition loans 10,172,947 15,555,501 10,349,575 15,610,605 Net assets available for plan benefits 182,835,985 146,360,069
See accompanying notes. Questar Corporation Employee Investment Plan Statements of Changes in Net Assets Available for Plan Benefits
Year ended December 31, 1997 1996 Additions Dividend and interest income $6,139,263 $6,578,613 Contributions : Employee 6,444,643 6,289,741 Employer 4,665,824 4,743,757 11,110,467 11,033,498 17,249,730 17,612,111 Deductions Withdrawals - at market 12,245,631 8,903,316 Distribution of dividends to participants 311,714 296,975 Trustee fees and commissions 18,550 16,762 Interest expense 1,093,416 1,512,487 13,669,311 10,729,540 Net realized and unrealized appreciation in the fair value of investments 32,895,497 12,487,481 Net additions 36,475,916 19,370,052 Net assets available for plan benefits at beginning of year 146,360,069 126,990,017 Net assets available for plan benefits at end of year 182,835,985 146,360,069
See accompanying notes. Questar Corporation Employee Investment Plan Notes To Financial Statements December 31, 1997 1. Description of the Plan The Questar Corporation Employee Investment Plan (Plan) is a defined contribution plan for employees of Questar Corporation and its subsidiaries (Questar). The Plan is an employee stock ownership plan (ESOP) as defined in Code Section 4975(e)(7). In addition to Questar common stock, employees are able to direct the investment of their contributions into the following funds: the 1) Merrill Lynch Retirement Preservation Trust (replacing the Equitable GIC and Fidelity Money Market Fund effective July 1997), which invests primarily in a broadly diversified portfolio of Guaranteed Investment Contracts (GICs) and in obligations of U.S. government and government-agency securities; 2) Fidelity Magellan Fund, which invests primarily in common stocks; 3) Fidelity Puritan Fund, which invests primarily in common stocks and bonds; 4) Fidelity Intermediate Bond Fund, which invests primarily in high and upper-medium grade fixed-income obligations; 5) Vanguard 500 Portfolio Index Fund, which invests primarily in common stocks as it seeks to replicate the Standard & Poor's 500 Composite Price Index; and 6) Vanguard Total International Portfolio Fund, which invests in a combination of the European, Pacific, and Emerging Markets Vanguard International Equity Index Funds. The Plan allows participants to change their contribution elections one day before the first day of the calendar month in which the change is to become effective. With the exception of the Questar stock fund, participants can transfer amounts invested between the various investment funds on a monthly basis. Employees who contribute to the stock fund or any of the other investment funds receive employer matching contributions in the form of leveraged Questar shares released from the suspense account (Note 3) on up to 6% of their eligible compensation contributed, at the following percentages: 100% of the first 2%, 75% of the next 2%, and 50% of the next 2%. Employees are eligible to participate in the Plan after completing one year of service. An employee is credited with one year of service for each year in which at least 1,000 hours are worked or paid for by Questar or an affiliate. Subject to certain restrictions in the Internal Revenue Code (Code), non-highly compensated employees can elect to contribute from 1% to 16% of annual compensation to the Plan on either a pre-tax basis pursuant to salary reduction arrangements, that will qualify the contributions under section 401(k) of the code, on an after-tax basis, or a combination of the two. Highly compensated employees"are limited to contributing from 1% to 6% of annual compensation to the Plan on a pre-tax basis, after-tax basis, or a combination of the two. The Plan also provides an additional $200 annual employer contribution at the end of the Plan year in the form of shares of Questar stock to each employee eligible to participate in the Plan at the beginning of the Plan year and employed on the last day of the Plan year. This contribution is made irrespective of whether the eligible employee actually participates in the Plan. The Plan provides for the direct rollover of taxable amounts withdrawn from the Plan to the Trustee of the participant's Individual Retirement Account (IRA) or other qualified plan, if the participant so elects. The rules for in-service withdrawals of Questar shares and investment funds allocated to participants' accounts and for distributions of such amounts upon termination of employment, disability or death are set forth in the Summary Plan Description of the Plan. The Plan is subject to the diversification requirements imposed on ESOP's by the Tax Reform Act of 1986 and meets these requirements by allowing qualified participants to receive distributions of shares of Questar stock. Employees are always fully vested in all shares and funds allocated to their individual accounts. Should the Plan terminate at some future time, all amounts allocated to the employees' accounts would be distributed to them. 2. Accounting Policies The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual amounts could differ from the estimates. Investments Investment in Questar common stock is recorded at market value based on the closing market price on the last business day of the year on the New York Stock Exchange. The mutual funds are valued at market. The Merrill Lynch Retirement Preservation Trust is valued at cost plus interest earned, which approximates market. Short-term investments consist primarily of investments in a separate money market portfolio fund and are valued at market. Dividends Questar has a Dividend Reinvestment and Stock Purchase Plan whereby participants may reinvest dividends to purchase additional shares of Questar common stock at market value. Dividends payable with respect to Questar stock purchased with employee after-tax and 401(k) contributions are distributed directly to participants unless they elect to have such dividends retained in the Plan. Dividends on shares purchased with employer contributions must be reinvested. Dividends paid on leveraged shares are applied to the principal and interest payments on the promissory note payable to Questar (Note 3). Withdrawals Withdrawals are recorded based on market prices at the date withdrawn. The differences between cost and market at the time of withdrawal are included in the financial statements as realized gains or losses. Administrative Expenses Legal, accounting, and other administrative expenses except commissions and a portion of the trustee fees have been paid by Questar. Income Taxes The Plan is a qualified defined contribution plan under section 401(a) of the Code and is exempt from federal income tax. The Plan administrator is not aware of any course of action or series of events that have occurred, including Plan amendments subsequent to the latest determination letter, that might adversely affect the Plan's qualified status. Participants are not subject to income tax on employer contributions (including 401(k) salary reductions) or income credited to individual accounts until such time as these amounts are distributed. A description of the income tax consequences to employees is included in the Summary Plan Description of the Plan, which has been provided to all participants. 3. Security Acquisition Loans In 1989 the Plan issued two promissory notes payable to Questar totaling $35,000,000 and used the proceeds to purchase 1,992,884 shares (leveraged shares) of Questar common stock at $17.5625 per share. These shares are held in a separate suspense account established under the Trust and are released and allocated to eligible participants as the notes are repaid over a ten-year period. Payments on the notes are made with contributions from Questar and from dividends and earnings received on the remaining allocated and unallocated leveraged shares. The notes are collateralized by the unreleased leveraged shares. The 8.25% Senior ESOP Notes-Series A matured and were redeemed on July 1, 1996. The remaining 8.28% Senior ESOP Notes-Series B had an outstanding balance of $10,172,947 and $15,555,501 as of December 31, 1997 and 1996, respectively. Under the terms of the notes, the Plan is obligated to make principal payments annually, which, in aggregate, must meet or exceed cumulative minimum principal payments as of each payment date. The minimum principal payment requirements for the two years following December 31, 1997, are $5,300,000 in 1998 and $4,872,947 in 1999. Cumulative actual payments may exceed the cumulative minimum payments when the actual number of shares needed to make matching allocations exceeds the minimum shares required to be released under the terms of the notes. Leveraged shares in excess of those needed to make matching allocations may also be released from the suspense account in certain years in order to meet required cumulative minimum payments. These excess shares will be allocated to: (i) participants who are Questar employees on the last day of the year, (ii) participants who are on leave under the federal Family and Medical Leave Act of 1993 on the last day of such Plan year, and (iii) to former participants (or their beneficiaries) who become disabled, retire, or die during the year in which the excess leveraged shares are released from the suspense account. At year-end 1997 and 1996, a special distribution of excess shares was allocated to the accounts of the eligible participants who contributed to the Plan during the year. Depending on the market price of Questar stock, there could be further special distributions of shares in future years. 4. Investments First Security Bank, N.A., is the Plan Trustee. Investments in common stock of Questar at cost for the two years ended December 31, 1997, were as follows:
Allocated Unallocated Shares Cost Shares Cost Balances at January 1, 1996 3,087,745 $68,301,127 881,330 $15,478,358 Purchases 195,968 6,661,675 Allocation of shares 240,391 8,495,938 (240,391) (4,221,867) Withdrawals (242,255) (5,429,734) Balances at December 31, 1996 3,281,849 78,029,006 640,939 11,256,491 Purchases 166,787 6,533,839 Allocation of shares 237,988 9,479,216 (237,989) (4,179,682) Withdrawals (267,113) (6,417,195) Balances at December 31, 1997 3,419,511 87,624,866 402,950 7,076,809
Average cost per share of allocated stock was $25.63 and $23.78 as of December 31, 1997 and 1996, respectively. Market price per share of stock, both allocated and unallocated, was $44.625 and $36.75 as of December 31, 1997 and 1996, respectively. The cost of allocated shares is based on the average market purchase price for shares for each quarter, whereas the cost of unallocated shares is shown at the original purchase price of the shares which was $17.5625 per share. Statement amounts that were attributable to allocated and unallocated shares during 1997 and 1996, were as follows:
Allocated Unallocated 1997 1996 1997 1996 Changes in net realized and unrealized appreciation (depreciation) $31,789,566 $14,435,374 ($1,393,176)($1,748,193) Security acquisition loans 10,172,947 15,555,501 Dividends 4,130,776 3,756,870 659,608 914,904
Interest expense was entirely attributable to shares that were unreleased during 1997 and 1996. Employer contributions receivable, employer contributions, and distributions were entirely attributable to allocated shares. The net asset value per unit and the total number of units for the Investment Funds at the end of each quarter for the years indicated are as follows:
1997 1996 Net Asset Net Asset Value per Total Value per Total Unit Units Unit Units Fidelity Magellan Fund March 31 $80.20 95,635 $87.51 84,099 June 30 91.05 98,460 74.80 99,304 September 30 99.85 99,030 76.05 96,001 December 31 95.27 102,296 80.65 97,073 Fidelity Puritan Fund March 31 17.34 245,070 17.64 194,965 June 30 19.32 254,603 17.68 201,690 September 30 19.54 270,240 16.48 229,358 December 31 19.38 278,314 17.24 238,992 Fidelity Intermediate Bond Fund March 31 9.90 12,937 10.14 4,008 June 30 10.02 14,492 10.00 4,677 September 30 10.12 15,605 10.00 8,667 December 31 10.17 14,177 10.08 11,630 Fidelity Money Market Fund March 31 1.00 3,447,973 1.00 3,108,680 June 30 1.00 3,594,289 1.00 3,227,339 September 30 1.00 3,339,668 December 31 1.00 3,456,808 Equitable GIC March 31 1.00 119,717 1.00 554,071 June 30 1.00 30,576 1.00 394,083 September 30 1.00 286,769 December 31 1.00 205,123 Vanguard 500 Portfolio Index Fund March 31 70.69 24,769 60.43 1,412 June 30 82.73 27,380 62.89 6,664 September 30 88.65 35,939 64.59 15,395 December 31 90.07 35,548 69.16 18,502 Vanguard Total International Portfolio Fund March 31 10.07 22,704 June 30 11.33 29,483 September 30 11.10 39,508 December 31 9.87 41,349 10.14 14,631 Merrill Lynch Retirement Preservation Trust March 31 June 30 September 30 1.00 2,809,569 December 31 1.00 2,874,782
The market values for the Investment Funds are shown below:
December 31, 1997 1996 Merrill Lynch Retirement Preservation Trust (RPT) $2,874,782 Fidelity Magellan Fund 9,745,725 $7,828,926 Fidelity Puritan Fund 5,393,716 4,120,223 Fidelity Intermediate Bond Fund 144,182 117,232 Vanguard 500 Portfolio Index Fund 3,201,842 1,279,596 Vanguard Total International Portfolio Fund 408,114 148,359 Equitable Guaranteed Investment Contracts 205,123 Fidelity Money Market Fund 3,456,808 Total 21,768,361 17,156,267
The changes in net assets by Fund are shown below:
Year ended December 31, 1997 (1) (Continued below) (Continued below) Fidelity Merrill Fidelity Fidelity Fidelity Equitable Money Lynch Magellan Puritan Intermediate GIC Market Fund RPT Fund Fund Bond Fund Additions: Employee contributions $77,194 $51,166 $893,072 $595,681 $37,946 Employer contributions Dividend and Interest income $4,508 109,372 71,605 628,173 429,725 8,781 4,508 186,566 122,771 1,521,245 1,025,406 46,727 Withdrawals (148,523) (237,494) (715,103) (351,476) (11,018) Distribution of dividends Trustee fees Interest expense Net transfers in (out) (209,631) (3,494,851) 2,993,938 (269,823) 99,137 (9,823) Net realized and unrealized appreciation (depreciation) of investments 1,433,222 526,640 1,630 Net additions (deductions) (205,123) (3,456,808) 2,879,215 1,969,541 1,299,707 27,516 Net assets held by trustee at beginning of year 205,123 3,456,808 7,828,926 4,120,223 117,232 Net assets held by trustee at end of year 2,879,215 9,798,467 5,419,930 144,748
Year ended December 31, 1997 (1) (Continued from above) Vanguard Vanguard 500 Total Inter- Portfolio national Questar Index Fund Portfolio Stock Total Fund Additions: Employee contributions $881,388 $174,776 $3,846,179 $6,557,402 Employer contributions 4,676,224 4,676,224 Dividend and Interest income 40,220 2,560 4,816,974 6,111,918 921,608 177,336 13,339,377 17,345,544 Withdrawals (254,025) (12,595) (10,515,397)(12,245,631) Distribution of dividends (311,714) (311,714) Trustee fees (18,550) (18,550) Interest expense (1,093,416) (1,093,416) Net transfers in (out) 758,170 132,883 Net realized and unrealized appreciation (depreciation) of investments 562,726 (25,111) 30,396,390 32,895,497 Net additions (deductions) 1,988,479 272,513 31,796,690 36,571,730 Net assets held by trustee at beginning of year 1,279,596 148,359 128,609,999 145,766,266 Net assets held by trustee at end of year 3,268,075 420,872 160,406,689 182,337,996
(1) The above statement differs from the Statement of Net Assets Available for Plan Benefits because the above statement excludes receivables, and includes the value of cash allocated to the various funds that is not yet reflected on the trustee statements.
Year ended December 31, 1996 (1) (Continued below) Fidelity Fidelity Fidelity Fidelity Vanguard Equitable Money Magellan Puritan Intermediate500 Portfolio GIC Market Fund Fund Fund Bond Fund Index Fund Additions: Employee contributions $188,611 $1,057,015 $536,516 $26,150 $318,104 Employer contributions Dividend and Interest income $34,211 175,199 1,193,849 451,688 3,950 5,165 34,211 363,810 2,250,864 988,204 30,100 323,269 Withdrawals (229,051) (395,221) (118,445) (126) (10,068) Distribution of dividends Trustee fees Interest expense Net transfers in (out) (536,392) 179,617 (676,580) (11,365) 51,178 852,115 Net realized and unrealized appreciation (depreciation) of investments (375,364) 64,825 (579) 114,280 Net additions (deductions) (502,181) 314,376 803,699 923,219 80,573 1,279,596 Net assets held by trustee at beginning of year 707,304 3,142,432 7,025,227 3,197,004 36,659 Net assets held by trustee at end of year 205,123 3,456,808 7,828,926 4,120,223 117,232 1,279,596
Year ended December 31, 1996 (1) (Continued from above) Vanguard Total Inter- national Portfolio Questar Fund Stock Total Additions: Employee contributions $9,793 $4,040,792 $6,176,981 Employer contributions 4,744,956 4,744,956 Dividend and Interest income 4,696,015 6,560,077 9,793 13,481,763 17,482,014 Withdrawals (8,150,405) (8,903,316) Distribution of dividends (296,975) (296,975) Trustee fees (16,762) (16,762) Interest expense (1,512,487) (1,512,487) Net transfers in (out) 141,427 Net realized and unrealized appreciation (depreciation) of investments (2,861) 12,687,180 12,487,481 Net additions (deductions) 148,359 16,192,314 19,239,955 Net assets held by trustee at beginning of year 112,417,685 126,526,311 Net assets held by trustee at end of year 148,359 128,609,999 145,766,266
(1) The above statement differs from the Statement of Net Assets Available for Plan Benefits because the above statement excludes receivables. Schedules Questar Corporation Employee Investment Plan Assets Held for Investment December 31, 1997 Assets Held in Trust by First Security Bank, N.A.
Description of Investments Cost Fair Value Questar Corporation Common Stock Allocated - 3,419,511 shares $87,624,866$152,595,668 Unallocated - 402,950 shares 7,076,809 17,981,632 Fidelity Magellan Fund - 102,296 units 8,427,462 9,745,725 Fidelity Puritan Fund - 278,314 units 4,812,826 5,393,716 Fidelity Intermediate Bond Fund - 14,177 units 158,197 144,182 Vanguard 500 Portfolio Index Fund - 35,548 units 2,737,824 3,201,842 Vanguard Total International Portfolio Fund - 41,349 units 449,306 408,114 Merrill Lynch Retirement Preservation Trust 2,874,782 units 2,874,782 2,874,782 Cash and Short-Term Investments 341,910 341,910 114,503,982 192,687,571
Transactions or Series of Transactions in Excess of 5% of the Current Value of Plan Assets Year ended December 31, 1997
Purchase Selling Net Gain Identity of Issuer DescriptionPrice Price or Loss Category (i) - Single Transaction in Excess of 5% of Plan Assets None Category (ii) - Series of Transactions (Other than Securities Transactions) with the Same Person Aggregating 5% of Plan Assets None Category (iii) - A Series of Transactions in a Security Issue Aggregating 5% of Plan Assets Questar Corporation Common Stock - 155 6,417,195 10,515,396 4,098,201 Withdrawals Category (iv) - Transactions in Securities with a Person if Any Single Transaction with that Person was in Excess of 5% of Plan Assets None
EX-1 2 Consent of Independent Auditors We consent to the incorporation by reference in the Registration Statement (Form S-8, No. 33-4436 and No. 33-48169) pertaining to the Questar Corporation Employee Investment Plan (formerly the Questar Corporation Employee Stock Purchase Plan) of our report dated March 10, 1998, with respect to the financial statements and schedules of the Questar Corporation Investment Plan included in this Annual Report (Form 11-K) for the year ended December 31, 1997. /s/ Ernst & Young LLP Ernst & Young LLP Salt Lake City, Utah April 16, 1998 -----END PRIVACY-ENHANCED MESSAGE-----