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EX-99 - EX-99 - QUESTAR GAS CO | d499697dex99.htm |
EX-32 - EX-32 - QUESTAR GAS CO | d499697dex32.htm |
EX-31.B - EX-31.B - QUESTAR GAS CO | d499697dex31b.htm |
EX-31.A - EX-31.A - QUESTAR GAS CO | d499697dex31a.htm |
EX-10.13 - EX-10.13 - QUESTAR GAS CO | d499697dex1013.htm |
Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
☒ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended December 31, 2017
OR
☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission File Number | Exact name of registrants as specified in their charters | I.R.S. Employer Identification Number | ||
333-69210 | QUESTAR GAS COMPANY | 87-0155877 | ||
UTAH (State or other jurisdiction of incorporation or organization) |
||||
333 SOUTH STATE STREET SALT LAKE CITY, UTAH (Address of principal executive offices) |
84145 (Zip Code) | |||
(801) 324-5000 (Registrants telephone number) |
||||
Securities registered pursuant to Section 12(b) of the Act: None Securities registered pursuant to Section 12(g) of the Act: None |
Indicate by check mark whether the registrant is a well-known seasoned issuer as defined in Rule 405 of the Securities Act.
Yes ☐ No ☒
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
Yes ☒ No ☐
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 if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrants knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ☒
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of large accelerated filer, accelerated filer, smaller reporting company, and emerging growth company in Rule 12b-2 of the Exchange Act.
Large accelerated filer ☐ | Accelerated filer ☐ | Non-accelerated filer ☒ | Smaller reporting company ☐ | Emerging growth company ☐ | ||||
(Do not check if a smaller reporting company) |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined by Rule 12b-2 of the Act).
Yes ☐ No ☒
Questar Gas does not have any voting or non-voting common equity held by non-affiliates. As of February 16, 2018, Questar Gas had 9,189,626 shares of common stock outstanding. Dominion Energy Questar Corporation (a wholly-owned subsidiary of Dominion Energy, Inc.) holds all of the outstanding stock of Questar Gas Company.
QUESTAR GAS COMPANY MEETS THE CONDITIONS SET FORTH IN GENERAL INSTRUCTION I(1)(a) AND (b) OF FORM 10-K AND IS FILING THIS FORM 10-K UNDER THE REDUCED DISCLOSURE FORMAT.
Table of Contents
Item Number |
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Page Number |
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Part I |
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1. |
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1A. |
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1B. |
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2. |
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3. |
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4. |
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Part II |
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5. |
9 | |||||
6. |
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7. |
Managements Discussion and Analysis of Financial Condition and Results of Operations |
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7A. |
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8. |
12 | |||||
9. |
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure |
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9A. |
33 | |||||
9B. |
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Part III |
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10. |
34 | |||||
11. |
34 | |||||
12. |
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters |
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13. |
Certain Relationships and Related Transactions, and Director Independence |
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14. |
34 | |||||
Part IV |
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15. |
35 | |||||
16. |
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The following abbreviations or acronyms used in this Form 10-K are defined below:
Abbreviation or Acronym | Definition | |
2017 Tax Reform Act |
An Act to Provide for Reconciliation Pursuant to Titles II and V of the Concurrent Resolution on the Budget for Fiscal Year 2018 (previously known as The Tax Cuts and Jobs Act) enacted on December 22, 2017 | |
AFUDC |
Allowance for funds used during construction | |
ARO |
Asset retirement obligation | |
bcf |
Billion cubic feet | |
CEO |
Chief Executive Officer | |
CERCLA |
Comprehensive Environmental Response, Compensation and Liability Act of 1980, also known as Superfund | |
CET |
Conservation enabling tariff | |
CFO |
Chief Financial Officer | |
DEQPS |
Dominion Energy Questar Pipeline Services, Inc. | |
DES |
Dominion Energy Services, Inc. | |
Dominion Energy |
The legal entity, Dominion Energy, Inc., one or more of its consolidated subsidiaries (other than Dominion Energy Questar or Questar Gas) or operating segments, or the entirety of Dominion Energy, Inc. and its consolidated subsidiaries | |
Dominion Energy Gas |
The legal entity, Dominion Energy Gas Holdings, LLC, one or more of its consolidated subsidiaries or operating segment, or the entirety of Dominion Energy Gas Holdings, LLC and its consolidated subsidiaries | |
Dominion Energy Questar |
The legal entity, Dominion Energy Questar Corporation, one or more of its consolidated subsidiaries or operating segment, or the entirety of Dominion Energy Questar Corporation and its consolidated subsidiaries | |
Dominion Energy Questar Combination |
Dominion Energys acquisition of Dominion Energy Questar completed on September 16, 2016 pursuant to the terms of the agreement and plan of merger entered on January 31, 2016 | |
Dominion Energy Questar Pipeline |
Dominion Energy Questar Pipeline, LLC, one or more of its consolidated subsidiaries, or the entirety of Dominion Energy Questar Pipeline, LLC and its consolidated subsidiaries | |
dth |
Dekatherm | |
EEP |
Energy-efficiency program | |
EPA |
U.S. Environmental Protection Agency | |
ERISA |
Employee Retirement Income Security Act of 1974 | |
FASB |
Financial Accounting Standards Board | |
GAAP |
U.S. generally accepted accounting principles | |
Gas Infrastructure |
Gas Infrastructure Group operating segment | |
GHG |
Greenhouse gas | |
Heating degree days |
Units measuring the extent to which the average daily temperature is less than 65 degrees Fahrenheit, calculated as the difference between 65 degrees and the average temperature for that day | |
Idaho Commission |
Idaho Public Utilities Commission | |
IRCA |
Intercompany revolving credit agreement | |
MD&A |
Managements Discussion and Analysis of Financial Condition and Results of Operations | |
PHMSA |
Pipeline and Hazardous Materials Safety Administration | |
PSIA |
Pipeline Safety Improvement Act of 2002 | |
PSRCJCA |
Pipeline Safety, Regulatory Certainty and Jobs Creation Act of 2011 | |
Questar Gas |
The legal entity Questar Gas Company | |
SEC |
Securities and Exchange Commission | |
Utah Commission |
Public Service Commission of Utah | |
VIE |
Variable interest entity | |
Virginia Power |
The legal entity, Virginia Electric and Power Company, one or more of its consolidated subsidiaries or operating segments, or the entirety of Virginia Electric and Power Company and its consolidated subsidiaries | |
Wexpro |
The legal entity, Wexpro Company, one or more of its consolidated subsidiaries, or the entirety of Wexpro Company and its consolidated subsidiaries | |
Wexpro Agreement |
An agreement effective August 1981, which sets forth the rights of Questar Gas to receive certain benefits from Wexpros operations, including cost-of-service gas | |
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 | |
Wyoming Commission |
Wyoming Public Service Commission |
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Part I
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5 |
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Part II
Item 5. Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
There is no established public trading market for Questar Gas common stock, all of which is owned by Dominion Energy Questar. Questar Gas has had no sale of equity securities in the last three years. Potential restrictions on Questar Gas payment of dividends are discussed in Note 15 to the Financial Statements. Questar Gas does not intend to pay dividends in 2018. Questar Gas paid quarterly cash dividends on its common stock as follows:
First Quarter |
Second Quarter |
Third Quarter |
Fourth Quarter |
Full Year |
||||||||||||||||
(millions) | ||||||||||||||||||||
2017 |
$ | | $ | | $ | | $ | $ | | |||||||||||
2016 |
10.0 | 10.0 | 10.0 | | 30.0 |
Item 6. Selected Financial Data
Omitted pursuant to General Instructions I.(2)(a).
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Item 8. Financial Statements and Supplementary Data
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Shareholder of
Questar Gas Company
Opinion on the Financial Statements
We have audited the accompanying balance sheets of Questar Gas Company (an indirect wholly-owned subsidiary of Dominion Energy, Inc.) (Questar Gas) at December 31, 2017 and 2016, the related statements of income, common shareholders equity, and cash flows, for each of the two years in the period ended December 31, 2017, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of Questar Gas at December 31, 2017 and 2016, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2017, in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These financial statements are the responsibility of Questar Gas management. Our responsibility is to express an opinion on Questar Gas financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to Questar Gas in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB and in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Questar Gas is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of Questar Gas internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
/s/ Deloitte & Touche LLP
Richmond, Virginia
February 27, 2018
We have served as Questar Gas auditor since 2016.
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Board of Directors and Shareholder of
Questar Gas Company
We have audited the statements of income, common shareholders equity and cash flows for the period ended December 31, 2015. These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. We were not engaged to perform an audit of the Companys internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Companys internal control over financial reporting. Accordingly, we express no such opinion. 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 audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the results of Questar Gas operations and its cash flows for the period ended December 31, 2015, in conformity with U.S. generally accepted accounting principles.
/s/ Ernst & Young LLP
Salt Lake City, Utah
February 18, 2016
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Statements of Income
2017 | 2016 | 2015 | ||||||||||
(millions) | ||||||||||||
Operating Revenue(1) |
$ | 947.0 | $ | 921.3 | $ | 917.6 | ||||||
Operating Expenses |
||||||||||||
Purchased gas(1) |
555.4 | 542.1 | 558.1 | |||||||||
Other operations and maintenance(1) |
154.8 | 176.6 | 162.5 | |||||||||
Depreciation and amortization |
70.3 | 61.0 | 55.1 | |||||||||
Other taxes |
22.2 | 20.9 | 19.3 | |||||||||
Total Operating Expenses |
802.7 | 800.6 | 795.0 | |||||||||
Income from operations |
144.3 | 120.7 | 122.6 | |||||||||
Other income |
4.2 | 3.8 | 4.8 | |||||||||
Interest and related charges(1) |
34.5 | 30.2 | 28.3 | |||||||||
Income from operations before income tax expense |
114.0 | 94.3 | 99.1 | |||||||||
Income tax expense |
46.5 | 37.1 | 34.8 | |||||||||
Net Income |
$ | 67.5 | $ | 57.2 | $ | 64.3 |
(1) | See Note 19 for amounts attributable to related parties. |
The accompanying notes are an integral part of Questar Gas Financial Statements.
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Balance Sheets
At December 31, | 2017 | 2016 | ||||||
(millions) | ||||||||
ASSETS | ||||||||
Current Assets |
||||||||
Cash and cash equivalents |
$ | 6.7 | $ | 7.6 | ||||
Customer receivables (less allowance for doubtful accounts of $1.7 at both dates) |
171.7 | 162.2 | ||||||
Other receivables |
2.1 | 1.5 | ||||||
Affiliated receivables |
1.5 | 0.6 | ||||||
Inventories at lower of average cost or market: |
||||||||
Gas stored |
52.9 | 49.3 | ||||||
Materials and supplies |
25.2 | 27.6 | ||||||
Regulatory assets |
16.6 | 9.6 | ||||||
Prepayments |
3.9 | 3.5 | ||||||
Other |
1.4 | 0.2 | ||||||
Total current assets |
282.0 | 262.1 | ||||||
Property, Plant and Equipment |
||||||||
Property, plant and equipment |
3,041.7 | 2,883.0 | ||||||
Accumulated depreciation and amortization |
(745.8 | ) | (737.6 | ) | ||||
Total property, plant and equipment, net |
2,295.9 | 2,145.4 | ||||||
Deferred Charges and Other Assets |
||||||||
Pension and other postretirement benefit assets(1) |
107.1 | 87.8 | ||||||
Goodwill |
5.6 | 5.6 | ||||||
Other |
7.2 | 5.6 | ||||||
Total deferred charges and other assets |
119.9 | 99.0 | ||||||
Total assets |
$ | 2,697.8 | $ | 2,506.5 |
(1) | See Note 19 for amounts attributable to related parties. |
The accompanying notes are an integral part of Questar Gas Financial Statements.
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At December 31, | 2017 | 2016 | ||||||
(millions) | ||||||||
LIABILITIES AND EQUITY | ||||||||
Current Liabilities |
||||||||
Securities due within one year |
$ | 120.0 | $ | 14.5 | ||||
Short-term debt |
165.0 | 200.0 | ||||||
Affiliated current borrowings |
75.0 | 48.0 | ||||||
Accounts payable |
53.8 | 72.5 | ||||||
Accrued interest, payroll and taxes |
15.6 | 19.2 | ||||||
Payables to affiliates |
68.3 | 43.5 | ||||||
Customer advances |
17.3 | 27.9 | ||||||
Other |
37.1 | 33.7 | ||||||
Total current liabilities |
552.1 | 459.3 | ||||||
Long-Term Debt |
595.9 | 616.3 | ||||||
Deferred Credits and Other Liabilities |
||||||||
Deferred income taxes |
276.1 | 475.8 | ||||||
Regulatory liabilities |
441.0 | 189.1 | ||||||
Asset retirement obligations |
76.9 | 76.2 | ||||||
Customer contributions in aid of construction |
12.2 | 19.0 | ||||||
Pension and other postretirement benefit liabilities(1) |
14.9 | 13.0 | ||||||
Other |
3.6 | 0.2 | ||||||
Total deferred credits and other liabilities |
824.7 | 773.3 | ||||||
Total liabilities |
1,972.7 | 1,848.9 | ||||||
Commitments and Contingencies (see Note 17) |
||||||||
Equity |
||||||||
Common stockpar value $2.50(2) |
23.0 | 23.0 | ||||||
Other paid-in capital |
272.5 | 272.5 | ||||||
Retained earnings |
429.6 | 362.1 | ||||||
Total common shareholders equity |
725.1 | 657.6 | ||||||
Total liabilities and shareholders equity |
$ | 2,697.8 | $ | 2,506.5 |
(1) | See Note 19 for amounts attributable to related parties. |
(2) | 50.0 million shares authorized; 9.2 million shares outstanding at December 31, 2017 and December 31, 2016. |
The accompanying notes are an integral part of Questar Gas Financial Statements.
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Statements of Common Shareholders Equity
Common Stock | ||||||||||||||||||||
Shares | Amount | Other Paid-In Capital |
Retained Earnings |
Total | ||||||||||||||||
(millions, except for shares) | (thousands) | |||||||||||||||||||
Balance at December 31, 2014 |
9,190 | $ | 23.0 | $ | 265.4 | $ | 308.6 | $ | 597.0 | |||||||||||
Net income |
| | | 64.3 | 64.3 | |||||||||||||||
Dividends |
| | | (38.0 | ) | (38.0 | ) | |||||||||||||
Share-based compensation |
| | 1.4 | | 1.4 | |||||||||||||||
Balance at December 31, 2015 |
9,190 | 23.0 | 266.8 | 334.9 | 624.7 | |||||||||||||||
Net income |
| | | 57.2 | 57.2 | |||||||||||||||
Equity contribution from Dominion Energy Questar |
| | 2.7 | | 2.7 | |||||||||||||||
Dividends |
| | | (30.0 | ) | (30.0 | ) | |||||||||||||
Share-based compensation |
| | 3.0 | | 3.0 | |||||||||||||||
Balance at December 31, 2016 |
9,190 | 23.0 | 272.5 | 362.1 | 657.6 | |||||||||||||||
Net income |
| | | 67.5 | 67.5 | |||||||||||||||
Balance at December 31, 2017 |
9,190 | $ | 23.0 | $ | 272.5 | $ | 429.6 | $ | 725.1 |
The accompanying notes are an integral part of Questar Gas Financial Statements.
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Statements of Cash Flows
Year Ended December 31, | 2017 | 2016 | 2015 | |||||||||
(millions) | ||||||||||||
Operating Activities |
||||||||||||
Net income |
$ | 67.5 | $ | 57.2 | $ | 64.3 | ||||||
Adjustments to reconcile net income to net cash provided by operating activities: |
||||||||||||
Depreciation and amortization |
70.3 | 61.0 | 60.6 | |||||||||
Deferred income taxes |
45.2 | 35.7 | 52.9 | |||||||||
Other adjustments for non-cash items |
0.9 | 3.2 | 1.4 | |||||||||
Changes in operating assets and liabilities |
(42.6 | ) | 44.0 | (63.1 | ) | |||||||
Net cash provided by operating activities |
141.3 | 201.1 | 116.1 | |||||||||
Investing Activities |
||||||||||||
Property, plant and equipment purchased |
(215.4 | ) | (240.4 | ) | (217.4 | ) | ||||||
Property, plant and equipment purchased from affiliates |
(0.3 | ) | (10.8 | ) | (0.1 | ) | ||||||
Acquisition of gas distribution system |
| | (11.4 | ) | ||||||||
Other |
(3.3 | ) | 0.5 | (3.5 | ) | |||||||
Net cash used in investing activities |
(219.0 | ) | (250.7 | ) | (232.4 | ) | ||||||
Financing Activities |
||||||||||||
Issuance (repayment) of short-term debt, net |
(35.0 | ) | 200.0 | | ||||||||
Issuance (repayment) of affiliated current borrowings, net |
27.0 | (225.3 | ) | 154.0 | ||||||||
Repayment of long-term debt |
(14.5 | ) | | | ||||||||
Issuance of long-term debt |
100.0 | 100.0 | | |||||||||
Equity contribution from Dominion Energy Questar |
| 2.7 | | |||||||||
Dividends paid to Dominion Energy Questar |
| (30.0 | ) | (47.0 | ) | |||||||
Other |
(0.7 | ) | (0.7 | ) | | |||||||
Net cash provided by financing activities |
76.8 | 46.7 | 107.0 | |||||||||
Decrease in cash and cash equivalents |
(0.9 | ) | (2.9 | ) | (9.3 | ) | ||||||
Cash and cash equivalents at beginning of year |
7.6 | 10.5 | 19.8 | |||||||||
Cash and cash equivalents at end of year |
$ | 6.7 | $ | 7.6 | $ | 10.5 | ||||||
Supplemental Cash Flow Information |
||||||||||||
Cash paid (received) during the year for: |
||||||||||||
Interest and related charges, excluding capitalized amounts |
$ | 33.0 | $ | 29.3 | $ | 27.6 | ||||||
Income taxes |
(22.0 | ) | (35.0 | ) | 21.1 | |||||||
Significant noncash investing activities: |
||||||||||||
Accrued capital expenditures |
15.4 | 19.7 | 22.2 |
The accompanying notes are an integral part of Questar Gas Financial Statements.
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Notes to Financial Statements, Continued
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Notes to Financial Statements, Continued
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Notes to Financial Statements, Continued
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Notes to Financial Statements, Continued
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Notes to Financial Statements, Continued
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Notes to Financial Statements, Continued
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Part III
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Part IV
Item 15. Exhibits and Financial Statement Schedules
(a) Certain documents are filed as part of this Form 10-K and are incorporated by reference and found on the pages noted.
1. Financial Statements
See Index on page 12.
2. All schedules are omitted because they are not applicable, or the required information is either not material or is shown in the financial statements or the related notes.
3. Exhibits (incorporated by reference unless otherwise noted)
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None.
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Signatures
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
QUESTAR GAS COMPANY | ||
By: | /s/ Thomas F. Farrell, II | |
(Thomas F. Farrell, II, Chairman of the Board of Directors and Chief Executive Officer) |
Date: February 27, 2018
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated on the 27th day of February, 2018.
Signature | Title | |
/s/ Thomas F. Farrell, II Thomas F. Farrell, II |
Chairman of the Board of Directors and Chief Executive Officer | |
/s/ Mark F. McGettrick Mark F. McGettrick |
Director, Executive Vice President and Chief Financial Officer | |
/s/ Mark O. Webb Mark O. Webb |
Director | |
/s/ Michele L. Cardiff Michele L. Cardiff |
Vice President, Controller and Chief Accounting Officer |
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