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HomeMy WebLinkAbout2015Annual Report.pdf(lueszn RFC E I VED 2016 APR lB AH 9: 35 (luost.r Gas Company 333 South State Street PO Box 45360 Salt Lake City, UT 84145-0360 Fax 801 324 5935 Logal Dopartmont i .""j;ri i'..,,; iJilLlC I I I i r I I :ir, rif r)h4l tst 0H VIA FEDERAL EXPRESS Ms. Terri Carlock Idaho Public Utilities Commission 472West Washington P.O. Box 83720 Boise,Idaho 83702 Re; Questar Gas Company's 2015 Annual Report Dear Ms. Carlock: Enclosed are three originals of the Gas Utilities Annual Report for 2015. This is the report format utilized by the State of Utah for reporting annual financial results for the utility. We are providing the same report to you to meet the State of Idaho's requirements. You will also find a copy of Questar Gas Company's internal financial report for 2015. We trust that this information will be adequate in fulfilling the Commission' s requirements. JNC/sj Enclosures Very truly yours, ,,) t,,lr"4l^(\ow Jenniffer Nelson Clark . Senior Corporate Counsel Tel 801 324 5392 Jenniffer. Clark@Questar.com Annual Report (RGS) QST. G p rnC)rnerfl(, GAS UTILITIES ANNUAL REPORT FJ# .:F ?* @ Questar Gas Company Utah Business Entity Number: 558729-0142 TO THE PUBLIC SERVICE COMMISSION OF UTAH For Galendar Year 2015 (Rev. Jan/07) Questar Gas CalendarYear 2015 ATTESTATION / CERTIFICATION OF RESPONSIBILIry I certify that I have examined the information contained in this report submitted to the Utah Division of Public Utilities, and that, to the best of my knowledge, information, and belief, all statements of fact contained in this report are true and represent an accurate statement of the affairs of the respondent company as of the date shown below. Signature: Print Name: Title: Phone Number: Fax Number: Vice-President and Controller .801\324-2403 ExGnsion: Email:dave. curtis@questar. com Pleas send one completed hard copy and email one copy to the following: Hard copy to: Utah Division of Public Utilities Heber Wells Building, 4th Floor 160 East 300 South Salt Lake City, UT 84111-6751 Email copy to: (using State approved e-filing protocol.) dennismiller@utah.gov April 15,2016 Annual Report (RGS)(Rev. Jan/07) General Gompany & Contact lnformation Company Name: Questar Gas Company DBA Name (if different): FKA Name (if different): Address: 333 South State City: Salt Lake City State: UT Zip: 84145 Phone Number: (801)324-5100 Fax Number: (800) Number: Princlple Business Address: 333 South State City: Salt Lake City State: UT Zip: 84145 Gorporate Book Address: 333 South State City: Salt Lake City State: UT Zip: 84145-0360 Report Contact Person Name: Connie Marshall Title: Director - Accountinq Phone Number: (801)324-2471 Extension: Fax Number:Email: connie.marshall@ouestar.com Corporate Book Custodian Name: Julie Wray Title: CorporateSecretary Phone Number: (801)324-2736 Extension: Email: iulie.wrav@ouestar.comFax Number: -1- Gontact lnformation Attorney: Name: Firm Name: Address: City: Phone Number: (800) Number: Colleen Bell Title: General Counsel Questar Corporation 333 South State Salt Lake Citu State: UT 84145 (801)324-5556 Extension: Fax Number: Accountant: Name: Firm Name: Address: City: Phone Number: (800) Number: Title: zip: Extension: Fax Number: Other Gontacts: Name: Phone Number: Fax Number: Name: Phone Number: Fax Number: Name: Phone Number: Fax Number: Extension: E-mai!: Title: Extension: E-mail: Title: Extension: E-mail: OFFICERS AND DIRECTORS Report below the officers and directors of respondent at the end of the year. lf there were any changes during the year, show name, title, and address of previous officer or director and date of change. SLC, UT 84145 Number of board of directors meetings held during year................. Number of directors required to constitute a quorum......... Total amount of directors' fees paid during year...... S State SLC, UT 84145 S State SLC, UT 84145 S State SLC, Uf 84145 S State SLC, UT 84145 333 S State SLC. UT 84145 333 S State SLC. UT 84145 SLC, UT 84145 EVP & CFO SLC. UT 84145 333 S State SLC, UT 84145 333 S State SLC, UT 84145 333 S State SLC, UT 84145 STOCKHOLDERS Report below the names and addresses of the stockholders who, at the end of the year, owned or held directly or indirectly 5 percent or more of the voting securities of the respondent. Name Address SLC, UT 84145 Total shares represented by above.......... Total number of shares at end of year... Total number of stockholders at end of year 1. IMPORTANT CHANGES DURING THE YEAR Give particulars concernlng the following matters. Make the statements explicit and precise. Each inquiry must be answered. Only use "none" or "not applicable" if it conectly states the fact. Important additions or changes in franchise rights, including the actual consideration, if any, oiven therefore- kr March 2015, Questar Gas purchased Eagle Mountain City's municipal natural gas system for 1.4 million. At the time of acquisition, the city had over 6,500 natr:ral gas customers. Gas also paid $50.00 for a five year franchise right in the city. -4- COMPARATIVE BALANCE SHEETS (Utah Operations Financial Statement in Accordance with GAAP) Certificated entity only. Do not consolidate with other affiliated entities. Account Balance at beginning of vear Balance at end of vear 1 Cash and cash equivalents 2 Federal income taxes receivable 3 Accounts and notes receivable 4 Unbilled gas accounts receivable 5 Deferred income taxes - current 6 Gas stored underground 7 Materials and supplies 8 Current regulatory assets 9 Prepaid expenses and other 10 Purchased gas adjustment 1 1 Total current assets 12 Construction Work in Progress 13 Property, plant and equipment 14 Less allowances for depreciation 15 Net property, plant and equipment 16 Other long-term assets 17 Goodwill 18 Regulatory assets 19 Other long-term assets 20 TotalAssets 21 Notes payable to affiliates 22 Federal income taxes payable 23 Accounts payable and accrued expenses 24 Customer credit balance 25 Current regulatory liabilities 26 lnterest payable 27 Other taxes payable 28 Deferred income taxes - current 29 Purchased gas adjustment 30 Total current liabilities 31 Long-term debt, less current portion 32 Other liabilities 33 Asset retirement obligation 34 Deferred investment tax credits 35 Deferred income taxes 36 Customer contri butions-in-aid-of-construction 37 Regulatory and other noncurrent liabilities 38 Total Liabilities 39 Common stock 40 Additional paid-in capital 41 Retained earnings 42 f olal shareholder's equity 43 Total liabilities and equity 19 ,836,938 111,338,658 93,664,096 41,866,681 19,188,538 38,816,090 3,544,129 37,627,636 10,527,695 34,213,799 146,844,706 90,950,526 43,864,861 17,111,243 44,612,607 3,519,978 18.922.229 365,882,766 54,414,554 2,297,878,160 (780.284.414) 410,567,644 62,578,401 2,507,729,009 (812.185,247',, 1,572,008,300 5,652,450 21,288,541 3.596.820 1,758,122,163 5,652,45C 18,174,68C 3,293.283 1.968.428.877 2.195.810.220 119,300,000 6,390,531 179,397,509 29,394,468 12,244,458 6,765,065 7,028,303 6,320,344 273,300,000 179,243,305 34,346,357 297,836 6,765,064 11,156,983 8,490,164 366,840,678 534,500,000 453,182 2,279,063 377,463,990 29,155,903 60.913,086 513,599,709 534,500,000 278,167 1,703,302 428,170,985 23,707,099 69,31 1,189 1,371,605,902 22,974,065 265,331,469 308.517.441 1,571,270,451 22,974,065 266,715,672 334,850,032 596.822,975 624.539.769 1.968.428.877 2,195,810,220 COMPARATIVE STATEMENTS OF INCOME (Utah Operations FinancialStatement in Accordance with GAAP) Certificated entity only. Do not consolidate with other affiliated entities. Account Amount for Preceding Year Amount for Current Year 1 Operating Revenues 2 Utility Operating Expenses: 3 Gas Purchases 4 Operating Expense 5 Maintenance Expense 6 Depreciation and Amortization 7 Taxes Other Than lncome Taxes 8 lncome Taxes 9 Income Taxes - Deferred 10 Total Utility Operating Expenses 11 Net Operating lncome 12 Other Income 13 Other Income Deductions 14 Total Other lncome and Deductions 15 lnterest Charges Net lncome16 960,839,257 604,765,358 161,950,983 13,366,387 53,526,546 17,863,864 (8,559,860) 39.303.408 917,628,437 558,086,711 148,641,486 13,844,967 55,107,901 19,31 1 ,669 (9,090,501) 44.458.936 882,216,686 78,622,571 5,200,818 (416.140\ 830,361 ,1 69 87,267,268 5,747,437 (401,196) 4,784,678 28,252,843 5,346,241 28,280,918 55.154.406 64.332.591 -6- COMPARATIVE STATEMENTS OF CASH FLOW (Utah Operations Financial Statement in Accordance with GAAP) Certificated entity only. Do not consolidate with other affiliated entities. Account Amount for Preceding Year Amount for Current Year Operating Activities Net lncome Adjustments to reconcile net income to net cash provided from operating activities: Depreciation, depletion and amortization Deferred income taxes Shared-based compensation Changes in operating assets and liabilities Accounts receivable lnventories Prepaid expenses and other Accounts payable and accrued expenses Federal income taxes Other taxes Purchased gas adjustments Other assets Regulatory assets(current) Regulatory liabilities(current) Other liabilities NET CASH (USED lN) PROVIDED FROM OPERATING lnvesting Activities Gapital expenditures Property, plant and equipment Proceeds from disposition of assets NET CASH (USED tN) PROVIDED FROM INVESTING Financing Activities Common stock issued Long-term debt issued, net of issue costs Long-term debt repaid Change in short-term debt Dividends paid Excess tax benefits from share-based compensation NET CASH(USED rN) PROVTDED FROM FTNANCTNG Change in cash and cash equivalents Beginning cash and cash equivalents Ending cash and cash equivatents s5,154,406 47,751,674 45,965,577 398,152 18,250,570 (9,801,787) (509,091) (1,283,146) 9,157,619 (3,434,798) (45,060,191) (6,028,323) (8,584,527) 8,579,415 8.112.280 64,332,591 47,561,631 52,876,815 3'19,004 (8,683,460) (1,462,196) 24,152 (24,299,832) (40,604,329) 4,128,680 20,246,718 3,417,398 (2,098,826) (15,644,313) 2j33,877 1 18,667,830 (174,725,313) 414.830 102,247,910 (228,848,898) 167,292 (174,31O,484) 1,077,001 26,565 101,600,000 (36,000,000) (228,681,6061 1,124,453 154,000,000 (38,000,000) 66,703,566 1 1 ,060,912 8,776,026 117,124,453 (e,309,24s) 19,836,938 19,836.938 10,527.695 NOTES TO FINANCIAL STATEMENTS (Utah Operations Financial Statement in Accordance with GAAP) Provide the notes to the flnancial statements and sign the certification below. See Attached QI]ESTARGAS COMPANY NOTES ACCOMPANYING TIIE FINANCIAL STATEMENTS The following are extracts of the notes to Questar's 2015 furancial statements which are relevant to Questar Gas Company: Note 1 - Summary of Significant Accounting Policies Nature of Business .Questar Gas Company (Questar Gas) provides retail natural gas distribution in Utah, Wyoming and Idaho. Questar is headquartered in Salt Lake City, Utah. Shares of Questar common stock trade on the New York Stock Exchange (I.[YSE : STR). Use of Estimates The preparation of financial statements and notes in conformity with GAAP requires that management formulate estimates and assumptions that afflect the reported amounts of assets, liabilities, revenues and expenses and the disclosure of contingent assets and liabilities. The Company also incorporates estimates of proved developed and total proved gas and oil reserves in the calculation of depreciation, depletion and amortization rates of its gas and oil properties. Changes in estimated quantities of the Company's reserves could impact its reported financial results as well as disclosures regarding the quantities of proved gas and oil reserves. Actual results could differ from these estimates. Revenue Recognition Questar Gas records revenues in the period that gas is delivered, including gas delivered to residential and commercial customers but not billed as ofthe end of the accounting period. Unbilled gas deliveries are estimated for the period from the date meters are read to the end of the month. Approximately one-half month of revenue is estimated in any period. Gas costs and other variable costs are recorded on the same basis to ensure proper matching of revenues and expenses. Questar Gas's tariff allows for monthly adjustments to customer bills to approximate the effect of abnormal weather on non-gas revenues. The weather-normalization adjustment sigrrificantly reduces the impact of weather on gas-distribution earnings. The PSCU and PSCW approved a conservation enabling tariff (CBT) to promote energy conservation. Under the CET, Questar Gas non-gas revenues are decoupled from the volume of gas used by customers. The tariffspecifies an allowed monthly revenue per customer, with differences to be deferred and recovered from or refunded to customers through periodic rate adjustments. Rate adjustments occur every six months under the CET. The adjustments amortize deferred CET amounts over a 12 - month period. These adjustments are limited to 57o of non-gas revenues. Questar Gas allows customers the option of paying an estimated fixed monthly bill throughout the year on a budget- billing program. The estimated payments are adjusted to actual usage annually. Amounts collected from customers under this program in excess ofgas deliveries are recorded on the Consolidated Balance Sheets as customer advances. The budget-billing option does not impact revenue recognition. Questar Gas may collect revenues subject to possible refunds and establish reserves pending final orders from regulatory agencies. Cost of Sales 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 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 frst and fourth quarters. The cost ofnatural 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 reported balance in consolidated cost of sales may be a negative amount during the second and third quarters because of the entries to record injection of gas into storage and the elimination of intercompany transactions. The details of Questar's consolidated cost of sales are as follows: Year Ended December 31, 20ts 2014 2013 (in millions) Questar Gas Gas purchases Operator service fee Transportation and storage Gathering Royalties Storage (inj ection),net Purchased-gas account adj ustment Other 82.s s 319.0 79.2 22.1 JJ.J (3.s) 20.5 5.0 t36.s $ 349.7 79.6 21.0 60. I (l.l) (4s.8) 4.8 186.6 294.6 80. I 18.8 44.3 (0.8) 22.0 5.0 Total Questar Gas cost of natural gas sold Elimination of Questar Gas cost of natural gas sold - affiliated compenies 558.1 (3e3.s) 604.8 (423.4) 6s0.6 (370.e) Total Questar Gas cost of natural gas sold - unaffiliated parties 164.6 181.4 279.7 Regulation The Company applies the regulatory accounting principles to its rate-regulated businesses. Under these principles, the Company records regulatory assets and liabilities that would not be otherwise recorded under GAAP for non- rate-regulated entities. Regulatory assets and liabilities record probable future revenues or expenses associated with certain charges or credits that will be recovered from or refunded to customers through the rate-making process. 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. Questar Gas may hedge a portion of its natural gas supply to mitigate price fluctuations for gas-distribution customers. The regulatory commissions allow Questar Gas to record periodic mark-to-market adjustments for commodity-price derivatives in the purchased-gas adjustment account. Questar had a commodity-price derivative liability of $0.2 million at December 31,2015 and no commodity-price derivative balances at December 3L,2014. See Note 72 for a description and comparison of regulatory assets and liabilities as of December 31,2015 and2014. Wexpro manages and produces cost-of-service reserves for gas utility affiliate Questar Gas under the terms of the Wexpro agreements, comprehensive agreements with the states of Utah and Wyoming (see Note 11). Questar Gas is regulated by the PSCU and the PSCW. The Idaho Public Utilities Commission has contracted with the PSCU for rate oversight of Questar Gas operations in a small area of southeastem Idaho. Questar Pipeline is regulated by the FERC. These regulatory agencies establish rates for the sale, storage and transportation ofnatural gas. The regulatory agencies also regulate, among other things, the extension and enlargement or abandonment of jurisdictional natural gas facilities. Regulation is intended to permit the recovery, through rates, of the cost of service, including a retum on investment. Cash and Cash Equivalents Cash equivalents consist principally of repurchase agreements with maturities of three months or less. In almost all cases, the repurchase agreements are highly liquid investrnents in overnight securities made through commercial bank accounts that result in available funds the ner business day. Notes Payable to and Notes Receivable from Questar Notes payable to or receivable from Questar appearing in the furancial statements and discloswes of Questar Gas represent interest bearing demand notes for cash borrowed from Questar for use in operations or loaned to Questar until needed in operations. The funds are centrally managed by Questar. Amounts loaned to Questar earn an interest rate that is identical to the interest rate paid by the companies for borrowings from Questar. Property, Plant and Equipment Property, plant and equipment balances are stated at historical cost. Maintenance and repair costs are expensed as incurred. Contributions in aid of construction Customer contributions in aid of construction reduce plant unless the amounts are refundable to customers. Contributions for main-line extensions may be refundable to customers if additional customers connect to the main- line segment within five years. Reflrndable contributions are recorded as liabilities until reflrnded or the five -year period expires without additional customer connections. Amounts not refunded reduce plant. Capital expenditures in the Consolidated Statements of Cash Flows are reported net of non-refundable contributions. As a result of Questar Gas's Utah and Wyoming general rate cases, effective March 1,2014 and March 1,2015, respectively, the Company does not expect to record any new refundable customer conkibutions in aid of construction for Utah and Wyoming customers. Depreciation, depletion and amortization Major categories offixed assets in gas distribution, transportation and storage operations are grouped together and depreciated using a straightJine method. Gains and losses on asset disposals are recorded as adjustments in accumulated depreciation. The Company has not capitalized future abandonment costs on a majority of its long- lived gas distribution and transportation assets due to a lack ofa legal obligation to restore the area surrounding abandoned assets. In these cases, the regulatory agencies have opted to leave retired facilities in the ground undisturbed ratherthan excavate and dispose ofthe assets. Depreciationrates for Questar Gas are established through rate proceedings. The following represent average depreciation, depletion and amortization rates of the Company's capitalized costs: Year Ended December 20ts 31, 2014 2013 Questar Gas distribution plant 2.60h 2.7% 2.7% Questar Gas's depreciation rates include a component for the cost of plant removal. Accordingly, Questar Gas recognizes the cost of plant removal as depreciation expense. The related cost of rernoval accrual is reflected as a regulatory liability on the Questar Gas Balance Sheets (see Note l2). At the time properly, plant and equipment is retired, removal expenses less salvage, are charged to the regulatory cost of plant removal liability. Impairment of Long-Lived Assets Properties are evaluated on a specific-asset basis or in groups of similar assets, as applicable. Impairment is indicated when a triggering event occurs and the sum of the estimated undiscounted future net cash flows of an evaluated asset is less than the asset's carrying value. If impairment is indicated, fair value is estimated using a discounted cash flow approach that incorporates market interest rates or, if available, other market data. The amount of impairment loss recorded, if any, is the diflerence between the fair value of the asset and the current net book value. Cash flow estimates require forecasts and assumptions for many years into the future for a variety of factors, including commodity prices, commodity transportation rates and operating costs. Goodwill Goodwill represents the excess of the amount paid over the fair value of net assets acquired in a business combination, and is not subject to amortization. Goodwill and indefiniteJived intangible assets are tested for impairment at least once a year or when a triggering event occurs. The Company evaluates whether it is more likely than not that the carrying value of a reporting unit is greater than its fair value using events and circumstances such as economic conditions, industy changes, financial performance, etc. Fair value is measured using actively traded market values of other comparable companies in the same businesses. If the fair value of the reporting unit exceeds its carrying value then goodwill is considered not to be impaired. If the carrying value of the business unit is greater than the fair value, an impairment of goodwill is recognized equal to the excess of the carrying amount of goodwill over its fair value. Capitalized Interest and Allowance for Funds Used During Construction The Company capitalizes interest costs when applicable. The PSCU, PSCW and FERC require the capitalization of an allowance for frurds used during construction (AFUDC) for rate-regulated plant and equipment. The Wexpro agreements require capitalization of AFUDC on cost-of-service gas and oil development projects. Amounts recorded in the Consolidated Statements of Income for the capitalization of AFUDC and interest costs are disclosed in the table below: Year Ended December 31, 2014 2013 (in millions) AFUDC (recorded as an increase in interest and other income) Questar Gas Capitalized interest costs (recorded as a reduction ofinterest expense) Questar Gas $ 0.1 s 0.9 $ 0.s $ Derivative Instruments and Hedging Activities The Company may elect to designate a derivative instrument as a hedge of exposure to changes in fair value or cash flows. A derivative instrument qualifies as a hedge if all of the following tests are met: The item to be hedged exposes the Company to market risk. The derivative reduces the risk exposure and is designated as a hedge at the inception ofthe hedging relationship. . At the inception ofthe hedge and throughout the hedge period, there is a high correlation between changes in the fair value of the derivative instrument and the fair value of the underlying hedged item. If the hedged exposure is a fair value exposure, the gain or loss on the derivative instrument is recognized in earnings in the period of the change together with the offsetting gain or loss from the chaage in fair value of the hedged item. If the hedged exposure is a cash flow exposure, the effective portion of the gain or loss on the derivative instrument is reported initially as a component of accumulated other comprehensive income (loss) (AOCI) and subsequently reclassifled into earnings when the forecasted transaction affects earnings. Any amount excluded from the assessment of hedge effectiveness, as well as the ineffective portion of the gain or loss, is reported currently in earnings. When a derivative instrument is designated as a cash flow hedge of a forecasted transaction that becomes probable of not occurring, the gain or loss on the derivative is immediately reclassified into eamings from AOCI. Credit Risk The Rocky Mountain region is the Company's primary market area. Exposure to credit risk may be affected by the concentration of customers in this region due to changes in economic or other conditions. Customers include individuals and numerous commercial and industrial enterprises that may react differently to changing conditions. Management believes that its credit-review procedures, loss reserves, customer deposits and collection procedures have adequately provided for usual and customary credit-related losses. Loss reserves are periodically reviewed for adequacy and may be established on a specific-case basis. Bad debt expense associated with accounts receivable amounted to $2.1 million in 2015, $1.7 million in 2014 and $0.2 million in 2013 . The allowance for bad debts was $2.1 million at December 31,2015 and $1.7 million at2014. Questar Gas's retail gas operations account for a majority of the bad debt expense. Questar Gas estimates bad debt expense as a percentage ofgeneral-service revenues with periodic adjustments. Uncollected accounts are generally written offsix months after gas is delivered and interest is no longer accrued. Questar Gas recovers bad debt costs related to the gas-cost portion of rates in its Utah operations though a purchased-gas adjustment to rates. Asset Retirement Obligations Questar records an asset retirement obligation (ARO) when there is a legal obligation associated with the retirement of a tangible longJived asset. Questar's AROs apply primarily to abandonment costs associated with Wexpro gas and oil wells, production facilities aad certain other properties. The Company has not capitalized future abandonment costs on a majority of its longJived fansportation and distribution assets because the Company does not have a legal obligation to restore the area surrounding abandoned assets. In these cases, the regulatory agencies have opted to leave retired facilities in the ground undisturbed rather than requiring the Company to excavate and dispose of the assets. The fair value of retirement costs is estimated by Company personnel based on abandonment costs ofsimilar properties available to field operations and depreciated over the life ofthe related assets. Revisions to estimates result from material changes in the expected timing or amount of cash flows associated with AROs. Income or expense resulting from the settlement of ARO liabilities is included in net gain (loss) from asset sales on the Consolidated Statements of Income. The ARO liability is adjusted to present value each period through an accretion calculation using a credit-adjusted risk-free interest rate. See Note 5 for flrther discussion on AROs. Income Taxes Questar and its subsidiaries flle a consolidated federal income tax return. Questar Gas accounts for income taxes on a separate return basis and record tax expenses and benefits as they are generated. Questar Gas makes payments to or receives payments from Questar for such tax expenses or benefits as they are generated on the consolidated income tax return. Deferred income taxes are recorded for the temporary differences arising between the book and tax carrying amounts of assets and liabilities. These differences create taxable or tax-deductible amounts for future periods. Questar Gas uses the deferral method to account for investment tax credits as required by regulatory commission. The Company records interest earned on income tax refrmds in interest and other income and records penalties and interest charged on tax deficiencies in interest expense. Accounting standards for income taxes speciff the accounting for uncertainry in income taxes by prescribing a rninimum recognition threshold for a tax position to be reflected in the financial statements. If recogrrized, the tax benefit is measured as the largest amount of tax benefit that is more-likely-than-not to be realized upon ultimate settlement. Management has considered the amounts and the probabilities of the outcomes that could be realized upon ultimate settlement and believes that it is more-likely-than-not that the Company's recorded income tax benefits will be fully realized. There were no unrecognized tax benefits at the beginning or end of the years ended December 31,2015,2014 or20l3. The 2015 federal income tax return has not been filed. For the 2014,2015, and20l6 tax years, Questar was accepted into the IRS's Compliance Assurance Process (CAP) Maintenance program. The CAP employs real-time resolution to improve federal tax compliance by resolving all or most tax positions prior to filing the related tax return. Successful conclusion of the CAP allows the IRS to achieve an acceptable level of assurance regarding the accuracy of the taxpayer's filed tax return and to eliminate or substantially reduce the need for a traditional examination. The CAP Maintenance program is administered by the IRS and indicates that the Company is a compliant taxpayer. The IRS has closed its review of all prior year tax retums. Share-Based Compensation Questar may issue stock options, restricted shares, RSUs and performance shares to certain officers, employees and non-employee directors under the LTSIP. The Company uses the Black-Scholes-Merton mathematical model in estimating the fair value of stock options and the Monte Carlo simulation method in estimating the fair value of performance shares for accounting purposes. The granting of restricted shares and RSUs results in recognition of compensation cost measured at the grant-date market price. Questar uses an accelerated method in recognizing share-based compensation costs with graded vesting periods. See Note 13 for further discussion on share-based compensation. Recent Accounting Developments In January 2016, The Financial Accounting Standards Board (FASB) issued Accounting Standards Updates (ASU) 2016-01, Financial Instruments-Overall. The ASU was developed to enhance the reporting model for financial instruments in order to provide users of financial statements with more decision-useful information. The update addresses certain aspects of recognition, measurement, presentation and disclosure of financial instruments. The update is effective for fiscal years beginning after December 15,2017 , including interim periods within those fiscal years. The Company is currently evaluating the ASU's effect on its financial position, results of operations, cash flows and associated disclosures. In November 2015, the FASB issued ASU 2015-i7, Balance Sheet Classification of Deferred Tmes. The ASU simplifies the presentation of deferred income taxes. The update requires that deferred tax liabilities and assets be classified as noncurrent in a classified statement of financial position. The guidance will be effective for arurual periods beginning after December 15,2016. The Company has adopted this update for the current reporting period and has retrospectively reflected all deferred taxes as noncurrent for the periods presented in the Company's statement of financial position, in Item 6 of Part II of this Annual Report and in the accompanyhg notes (see Note 1 s). ln August 2015, the FASB issued ASU 2015-14. This update defers the effective date of ASU 2074-09, Revenue from Contracts with Customers Qopic 606),wbtchthe FASB issued in May of 2014, by one year. ASU 2014-09 replaces most of the existing revenue guidance with a single set of principles, including changes in recognition and disclosure requirements. The revised efflective date will be January 1,2018 and early adoption is permitted beginning January 1,2017 . The new guidance must be applied retrospectively for each prior period presented or via a cumulative effect upon the date of initial application. The Company is currently evaluating the ASU's effect on its furancial position, results of operations or cash flows, as well as which transition approach it will take. In July 2015, the FASB issued ASU 2015-l l,Irwentory [opic 330). The ASU states that inventory should be measured at the lower of cost and net realizable value. The guidarce will be effective beginning January 1,2017 ard will be applied prospectively. The Company is cunently evaluating the ASU's effect on its financial position, results of operations and cash flows. In May 20 15, the FASB issued ASU 2015-07 , Disclosures for Investments in Certain Entities That Calculate Net Asset Value per Share Qopic 820). The ASU removes the requirement to categorize within the fair value hierarchy all investments for which fair value is measured using the net asset value per share practical expedient and it removes the requirement to make certain disclosures for all investments that are eligible to be measured at fair value using the net asset value per share practical expedient. The guidance will be eflective beginning January 1,2016 and early adoption is permitted. The Compaay has adopted this update for the current reporting period and has retrospectively adjusted all periods presented within Note 14. In April2015, the FASB issued ASU 2015-03 ,Interest - Imputation of Interest (Subtopic 835-30) . The ASU simplifies the presentation of debt issuance costs by requiring that the debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability. The guidance will be effective beginning January 1,2016 and early adoption is permitted. The new guidance must be applied retrospectively for each prior period presented. The Company is currently evaluating the ASU's effect on its financial position. All dollar amounts in this Annual Report are in millions, except per-share information and where otherwise noted. Proposed Merger with Dominion Resources On January 31,2016, Questar Corporation, a Utah corporation, entered into an Agreement and Plan of Merger (the "Merger Agreement"), by and among the Company, Dominion Resources, Inc., a Virginia corporation ("Parent") and Diamond Beehive Corp., a Utah corporation and a direct wholly-owned subsidiary of Parent ("Merger Sub"). The Merger Agreement provides for the merger of Merger Sub with and into the Company on the terms and subject to the conditions set forth in the Merger Agreement (the "Merger"), with the Company continuing as the surviving corporation in the Merger and becoming a direct, wholly-owned subsidiary of Parent. At the effective time of the Merger (the "Effective Time"), by virrue of the Merger and without any action on the part of the Company, Parent or Merger Sub or any holder of any shares of common stock, no par value per share, of the Company (the "Company Common Stock") or any shares of capital stock of Merger Sub, each share of the Company Common Stock issued and outstanding immediately prior to the Effective Time (other than Dissenting Shares and shares of Company Common Stock that are owned by Parent or Merger Sub or any of their respective subsidiaries, in each case immediately prior to the Effective Time) will be converted automatically into the right to receive $25.00 in cash, without interest. Closing of the Merger is subject to the satisfaction or waiver of specified closing conditions, including (i) the approval of the Merger by the holders of a majority of the outstanding shares of Company Common Stock, (ii) the receipt of regulatory approvals required to close the Merger, including approvals from the Public Service Commission of Utah (if required) and the Public Service Commission of Wyoming, (iii) the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antifust Improvements Act of 1976, (iv) the absence of any law, statute, ordinance, code, rule, regulation, ruling, decree, judgment, injunction or order of a governmental authority that prohibits the consummation of the Merger, and (v) other customary closing conditions, including (a) the accuracy of each parfy's representations and warranties (subject to customary materiality qualifiers), (b) each party's compliance in all material respects with its obligations and covenants contained in the Merger Agreement, and (c) the absence of a material adverse effect on the Company. In addition, the obligations of Parent and Merger Sub to consummate the Merger are subject to the required regulatory approvals not imposing or requiring any undertakings, terms, conditions, liabilities, obligations, commitments or sanctions, or any structural or remedial actions that constitute a Company Material Adverse Effect. The Merger Agreement also contains customary representations, warranties and covenants of both the Company and Parent. These covenants include, among others, an obligation on behalf of the Company to use reasonable best efforts to conduct its business in all material respects in the ordinary course until the Merger is consummated, subject to certain exceptions. The Company has made certain additional customary covenants, including, among others, subject to certain exceptions, (a) causing a meeting of the Company's shareholders to be held to consider approval of the Merger Agreement, and (b) a customary non-solicitation covenant prohibiting the Company from soliciting, providing non-public information or entering into discussions or negotiations concerning proposals relating to alternative business combination transactions, except as permitted under the Merger Agreement. In addition, the parlies are required to use reasonable best efforts to obtain any required regulatory approvals. The Merger Agreement may be terminated by each of the Company and Parent under certain circumstances, including if the Merger is not consummated by February 28,2011 (subject to certain extension rights, up to a maximum of nine months, as specified in the Merger Agreement). The Merger Agreement contains certain termination rights for both Parent and the Company, and provides that, upon termination of the Merger Agreement under specified circumstances, Parent would be required to pay a termination fee of $154 million to the Company (the "Parent Termination Fee") and the Company would be required to pay Parent a termination fee of $99 million (the "Company Termination Fee"). The Company Termination Fee is payable under certain specified circumstances, including (i) termination of the Merger Agreement by the Company in order to enter into a definitive agreement with respect to certain business combinations, and (ii) termination of the Merger Agreement by Parent following a withdrawal by the Company Board of its recommendation of the Merger Agreement. The Company will also be required to pay Parent the Company Termination Fee in the event the Company signs an alternative transaction within twelve months following the termination of the Merger Agreement under certain specified circumstances. [n addition, upon termination of the Merger Agreement in certain specified circumstances, the Company would be required to reimbwse Parent for certain expenses incurred by Parent and its affrliates and representatives in connection with transaction, in an amount not to exceed $5 million. The Parent Termination Fee is payable by the Parent in certain specified circumstances if the Merger Agreement is tenninated under certain circumstances due to the failure to obtain certain regulatory approvals as a result of the imposition of a Burdensome Condition or the material breach by Parent ofits obligations to obtain certain regulatory approvals. Note 5 - Asset Retirement Obligations Questar's consolidated AROs by line of business are sufl]marized in the table below; December 31, 201s 2014 Questar Gas (in millions) 0.6 $ Wexpro collects from Questar Gas aad deposits in trust certain funds related to estimated ARO costs. The funds are recorded as other noncurrent assets on the Consolidated Balance Sheets and are used to satis! retirement obligations as the properties are abandoned. The accounting treatment of reclamation activities associated with AROs for properties administered under the Wexpro agreements is defined in a guideline letter between Wexpro and the Utah Division of Public Utilities and the staff of the PSCW. Note 6 - Fair Value Measurements Questar complies with the accounting standards for fair value measurements and disclosures. These standards define fair value in applying GAAP, establish a framework for measuring fair value and require disclosures about fair value measurements. The standards establish a fair value hierarchy. Level 1 inputs are uradjusted quoted prices for identical assets or liabilities in active markets that the Company has the ability to access at the measurement date. Level2 inputs are inputs other than quoted prices included within Level I that are observable for the asset or liability, either directly or indirectly. Level 3 inputs are unobservable inputs for the asset or liability. The Company had no assets or liabilities measured using Level 3 inputs at December 31,2015 or 2014. Fair value accounting standards also apply to certain nonfinancial assets and liabilities that are measured at fair value on a nonrecurring basis. Questar did not have any assets or liabilities measured at fair value on a nonrecurring basis :r;r2014. Questar primarily applies the market approach for recurring fair value measurements and maximizes its use of observable inputs and minimizes its use of unobservable inputs. Questar considers bid and ask prices for valuing the majority of its assets and liabilities measured and reported at fair value. In addition to using market data, Questar makes assumptions in valuing its assets and liabilities, including assumptions about the risks inherent in the inputs to the valuation technique. Qaestar Gas The following table discloses the carrying amount, estimated fair value and level within the fair value hierarchy of certain financial instuments not disclosed in other notes to Questar Gas's furancial statements in this Annual Report: 0.6 Hierarchy Level of Fair Value Estimates Canying Estimated Amount Fair Value December 31, 2015 Carrying EstimatedAmount Fair Value December 31,2014 Financiul assets Cash and cash equivalents Financial liabilities Notes payable to Questar Long-term debt (in rnillions) 10.s $ 19.8 $ I ., 10.s $ 273.3 534.s 273.3 568.4 t19.3 534.5 19.8 1 19.3 607.2 The carrying amounts of cash and cash equivalents approximate fair value. The carrying amounts of notes payable to Questar approximate fair value because of their short maturities and market-based interest rates. The fair value of fixed-rate long-term debt is based on the discourted present value of cash flows using Questar Gas's current credit risk-adjusted borrowing rates. Note 8 - Debt The Company has revolving credit facilities with various banks to provide back-up credit liquidity support for its commercial paper program. Credit commitments under the revolving credit facilities totaled $500 million under the multiyear credit facility and $250 million under the 364-day facility at December 31,2015, with no amounts borrowed. These revolving credit facilities have interest-rate options generally below the prime interest rate and carry commitment fees on the unused balance. A covenant associated with the revolving credit facilities stipulates that consolidated funded debt cannot exceed 70oZ of consolidated capitalization. The Company was in compliance with this covenant at December 3l , 2015 . These credit facilities expire upon a change of control such as the proposed Merger with Dominion Resources. However, the Company has amended its credit facilities to extend through the closing of the proposed Merger with Dominion Resources. Questar centrally manages cash. Questar makes loans to Questar Gas under a short-term borrowing arrangement. The interest rate paid on amounts borrowed is identical to the rate eamed on amounts loaned under the arrangement. The rate is adjusted monthly based on prevailing short-term market interest rates. The following table details the notes payable to Questar from Questar Gas and the associated interest rates: December 31, 2015 20t4 Questar Gas Notes payable to Questar Interest rate at end ofyear (in millions) 273.3 $ 0.35Yo 119.3 0.25% All short- and long-term debt and the revolving credit facilities are unsecured obligations and rark equally with all other unsecured liabilities. The terms of the Questar Corporation and Questar Gas long-term debt obligations do not have dividend-payment restrictions. The details of long-term debt are as follows: December 31, 2015 20t4 (in millions) Questar Gas 5.3 lYo and 6.85% Medium-term Notes due 2017 and 2018 6.30% Notes due 2018 2.98% Notes due 2024 3.28%Notes due 2027 7.20% Notes due 2038 4.78%Notes due 2043 4.83%Notes due 2048 84.5 50.0 40.0 110.0 100.0 90.0 60-0 84.5 50.0 40.0 110.0 100.0 90.0 60.0 Total Questar Gas long-term debt 534.5 534.5 The aggregate maturities of Questar Gas long-term debt for the next five years are as follows: Questar Gas Years Ending December 31, 2016 2017 2018 20t9 2020 Note9-IncomeTaxes (in millions) $ 14.5 120.0 Questar Gas Details of Questar Gas's income tax expense and deferred income taxes are provided in the following tables. The components of income tax expense were as follows: Year Ended December 31, 201s 2014 20t3 Federal Current (in millions) (11.e) $(16.0) $6.0 Deferred State Current Deferred Deferred invesbnent tax credit recopized 48.8 (2.0) 4.2 (0.2) 42.4 (1.e) 3.6 (0.2) 23.5 0.6 2.0 (0.2) Total income tax expense 34.8 S 32.0 $31.9 The difflerence between the statutory federal income tax rate and Questar Gas's effective income tax rate is explained as follows: Year Ended December 31, 2015 2014 2013 Federal income taxes statutory rate lncrease (decrease) in rate as a result of: State income taxes, net of federal income tax benefit Amortization of investment tax credits related to rate-regulated assets Other 35.0 0 1.4 (0.2) (1.1) 1.3 (0.2) 0.6 2.1 (0.3) 0.9 35.O o/o 35.0 % Ef[ective income tax rate 35.1oh 36.1%37.7 Yo Significant components of Questar Gas's deferred income taxes were as follows: December 31, 2015 2014 (in millions) Deferred income taxes - noncurrent D eferred tax liabilities Proper[y, plant and equipment Employee benefits Other 403.0 $ 28.0 0.6 354.4 23.5 0.5 Deferred tax liabilities - noncurrent Defened tax assets Deferred compensation 431.6 0.9 378.4 0.9 Deferred tax assets - noncurrent 0.90.9 Net deferred income tax liability - noncurrent 430.7 $377.5 Deferred income taxes - current Deferred tax assets - current Deferred tax liabilities - cru:rent 2.s $ 8.5 3.6 9.9 Net deferred income tax liability - current 6.0 $6.3 Note l0 - Contingencies, Commitments and Leases Contingencies Questar and each of its subsidiaries are involved in various commercial, environmental, and regulatory claims. Litigation and other legal proceedings arise in the ordinary course ofbusiness. Except as stated below concerning the QEP lawsuit, management does not believe any litigation or other legal proceedings individually or in the ag$egate will have a material adverse effect on Questar's or Questar Gas's financial position, results of operations or cash flows. A liability is recorded for a loss ssnlingenc) 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's or Questar Gas's financial position, results of operations or cash flows. Some offl1s qlaims involve highly complex issues relating to liability, damages and other matters subject to substantial urcertainties and, therefore, the probability of liability or an estimate of loss cannot be reasonably determined. Litigation On May 1,2012, Questar Gas Company filed a legal action against QEP Field Services Company, a subsidiary of QEP Resources, Inc. The case, entitled Questar Gas Company v. QEP Field Seryices Company, was filed in the Third District Court in Salt Lake County, Utah. Questar Gas believes certain charges of QEP Field Services Company for gathering services exceed the amounts contemplated under a Gas Gathering Agreement, effective September l,1993, pertaining to certain gas produced by Wexpro Company under the Wexpro Agreement. Questar Gas is alleging breach of contract by QEP Field Services Company and is seeking an accounting, damages and a declaratory judgment relating to the services and charges under the Gas Gathering Agreement. The charges under the Gas Gathering Agreement are included in Questar Gas's rates as part of its purchased-gas costs. QEP Field Services Company filed an answer and counterclaim alleging that Questar Gas breached the Agreement by failing to allow QEP Field Services to gather and process gas from certain wells located in two fields in the state of Wyoming. On August 13,2013, QEP Field Services Company assigned its interest in the Gas Gathering Agreement to QEPM Gathering I,LLC, a subsidiary of the general parbrer of the master limited partnership QEP Midstream Partners. Plaintiffs have filed an amended complaint naming QEP Midsfream Parhrers, LP; QEP Midstream Parorers GP, LLC; QEP Midstream Parhrers Operating, LLC; and QEPM Gathering I,LLC (QEP MLP Entities). QEP Field Services and Tesoro Logistics LP (Tesoro) entered into a Membership Interest Purchase Agreement dated October 19,2014, to transfer QEP Field Services' interest in the QEP MLP Entities and related assets and liabilities of QEP Field Services to Tesoro, including control of this legal action. Tesoro closed on the transaction for QEP's midstream business on December 2,2014. On December 2,2014, the court issued a memorandum decision granting two motions for partial summary judgment for breach of contract filed by Questar Gas. The court found QEP Field Services Company breached the Gas Gathering Agreement by overcharging Questar Gas in its gathering rates. The court also denied two motions for partial summary judgment filed by QEP Field Services to reduce or limit contract damages. The court also denied cross-motions for partial summary judgment filed by both parties relating to another claim of breach of contract. The issues raised by the cross-motions, QEP Field Services' counterclaim and damages on all claims are currently reserved for trial. Trial has been scheduled for April2016. While Questar Gas intends to vigorously pursue its legal rights, the claims and counterclaims involve complex legal issues and uncertainties that make it difficult to predict the outcome of the case and therefore management cannot determine at this time whether this litigation may have a material adverse effect on its financial position, results of operations or cash flows. On February 8,2016, Plaintiffs filed the following class action in the Third District Court in Salt Lake City, Utah, Teamsters Local 456 Pension Fund and Teamsters Local 456 Annuity Fund v. Questar Board of Directors, Questar Corporation and Dominion Corporation. Another class action, Eric Senatori v. Dominion Resources, Questar Board of Directors and Questar Corporation was filed in the Third District Court in Salt Lake City, Utah on February 17,2016.In these cases the Plaintiffs claim that the defendants breached their fiduciary duty of loyalty and due cause owed to the Plaintifts thereby failing to maximize the value of Questar to its public stockholders. Plaintiffs demand injunction and monetary relief by enjoining Defendants from proceeding with the Proposed Merger and awarding monetary damages. Commitments Qaestar Gas Currently, the majority of Questar Gas's natural gas supply is provided by cost-of-service reserves developed aad produced by Wexpro. In 2015, Questar Gas purchased the remainder of its gas supply from multiple third parties under index-based or fxed-price contracts. Questar Gas has comrnitments to purchase gas for $22.5 million :ri,2016, $13.6 million 1n2017, $15.9 million in 2018, 2019 and 2020 based on current prices. Generally, at the conclusion of the heating season and after a bid process, new agreements for the next heating season are put in place. Questar Gas bought natural gas under third-party purchase agreements amounting to $82.4 million in 2015, $135.8 million in 2014 ard $186.5 million lll,2013. In addition, Questar Gas stores gas dwing off-peak periods (typically during the summer) and withdraws gas from storage to meet peak gas demand (typically in the winter). The company has contracted for transportation and underground storage services with Questar Pipeline. Arurual payments for these services amount to $70.5 million in 2016,$43.2 million r;^2017, $13.4 million in 2018, $5.2 million :ri,2019, and $2.4 million n2020. Questar Gas has third-parry fansportation and gathering commitrnents requiring yearly payments of $31.0 million n2016 and20l7, $29.1 million in 2018, and $26.8 million :ui.2019 and2020. Note 11 - Wexpro and Wexpro II Agreements and Stipulations Wexpro's operations are subject to the terms of the Wexpro and Wexpro II agreements, the Trail Stipulation and the Canyon Creek Stipulation. The original Wexpro 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 (the Commissions) in 1981 and affrmed by the Supreme Court of Utah in 1983. The Wexpro II Agreement was modeled after the original Wexpro Agreement and allows for the addition of properties under the cost-of- service methodology for the benefit of Questar Gas customers. The Wexpro II Agreement was approved by the Commissions in 2013. The Utah Division of Public Utilities and the staffof the PSCV/ are entitled to review the performance of Questar Gas and Wexpro urder the Wexpro agreements and have retained an independent certified public accountant and an independent petroleum engineer to monitor the performance of the agreements. In the fust quarter of 2014, the Commissions approved a Stipulation for inclusion of the Trail acquisition in the Wexpro II Agreement. As part of this Stipulation, Wexpro agreed to manage the combined production from the original Wexpro properties and the Trail acquisition to 65% of Questar Gas's annual forecasted demand. Beginning in Jnne 2015 through May 2016 and for each subsequent l2-month period, if the combined annual production exceeds 65Yo of the forecasted demand and the cost-of-service price is greater than the Questar Gas purchased-gas price, an amount equal to the excess production times the excess price will be credited back to Questar Gas customers. Wexpro may also sell production to manage the 65%o level and credit back to Questar Gas customers the higher of market price or the cost-of-service price times the sales volumes. In December 2014, Wexpro acquired an additional interest in its existing Wexpro-operated assets in the Canyon Creek Unit of southwestern Wyoming's Vermillion Basin. During 20 15 Wexpro and Questar Gas submitted an application to the Commissions for approval to include the acquired Canyon Creek properties under the terms of the Wexpro II Agreement. As part of this application, Wexpro proposed significant changes to its cost-of-service program to enable future cost-of-service gas production to be more competitive with rnarket prices. The proposed changes to the cost-of-service program were subsequently modified by a Settlement Stipulation among Questar Gas, Wexpro, the Utah Division of Public Utilities, the Utah Offrce of Consumer Services and the Wyoming Offtce of Consumer Advocate. The proposed modifications to the Wexpro Agreements, as modified by the Settlement Stipulation, were approved by the PSCU on November 17 ,2015 and by the PSCW on November 24, 2015. As modified, the Wexpro Agreements include the Canyon Creek acquisition as a Wexpro II properly and provide for the following changes to the cost-of-service program: the retum on post-2015 development driliing will be lowered to the Commission allowed rate of return on investment as defined in the Wexpro II Agreement (currently 7.64%), and the pre-2016 investnent base and associated retums will not be affected; Wexpro and Questar Gas will reduce the threshold of maximum combined production from Wexpro properties from65Yo of Questar Gas's annual forecasted demand to 55Yo n2020; Dry-hole and non-commercial well costs will be shared ona50%o / 50% basis between utility customers and Wexpro so long as the costs allocated to utility customers do not exceed 4.5% of Wexpro's annual development drilling program costs; Wexpro will share n 50% of the savings when the annual price of cost-of-service production is lower than the annual average market price. However Wexpro's 50% share of any annual slyings will be limited so that Wexpro will not earn a return exceeding the return eamed on gas development investrnent under the 1981 Wexpro Agreement. Major provisions of the agreements and stipulations are as follows: a. Wexpro conducts gas-development drilling on productive gas properties, including properties acquired and approved for inclusion in the Wexpro II Agreement, and bears any costs of dry holes. Natural gas produced from successful drilling on these properties is delivered to Questar Gas. Wexpro is reimbursed for the costs of producing the natural gas plus a return on its investrnent in successful wells. The after-tax return allowed Wexpro is adjusted annually and is currently 20.0% for pre-2016 gas-development drilling and7.640/o for post-2O15 gas-development drilling. b. Wexpro operates certain natural gas properties for Questar Gas. Wexpro is reimbwsed for its costs of operating these properties, including a rate of return on any investment it makes. This after-tax rate of return is adjusted annually and is currently 12.0%. c. Wexpro conducts developmental-oil drilling on productive oil properties and bears any costs of dry holes. Oil and NGL produced from these properties is sold at market prices, with the revenues used to recover operating expenses and to give Wexpro a return on its investment in successful wells. The after-tax rate of return is adjusted annually and is currently 17 .0%. Any operating hcome remaining after recovery of expenses and Wexpro's return on investment is divided between Wexpro and Questar Gas, with Wexpro retaining 46% and Questar Gas retaining 54%. d. Crude oil and NGL production from certain oil-producing properties is sold at market prices, with the revenues used to recover operating expenses and to provide Wexpro a return on its investment. The after-tax rate of return on investments in these properties is adjusted annually and is culrently 12.0%. Any operating income remaining after recovery of expenses and Wexpro's return on investment is divided befween Wexpro and Questar Gas, with Wexpro retanrng460/o. e. Amounts received by Questar Gas from the sharing of Wexpro's oil and NGL income are used to reduce natural gas costs to utility customers. f. Acquired natural gas production from properties approved by the Commissions for inclusion in the Wexpro II Agreement is delivered to Questar Gas. Wexpro is reimbursed for the costs of producing the natural gas plus a return on its acquisition investrnent. The after-tax return allowed Wexpro is adjusted periodically and is currently 7.64% . g. Wexpro's rehrrn on investrnent base for pre-2015 properties is determined based on authorized returns from a group of rate-regulated companies plus an 8% risk premium for natural gas development drilling costs and a 5% risk premium for oil development drilling costs. The authorized returns for this group of companies have declined in recent years, resulting in lower returns on investment base for Wexpro. Wexpro's refltrn on investment base for Wexpro II propeny acquisition costs is based on Questar Gas's approved cost of capital. Note 12 - Rate Regulation The following table details regulatory assets and liabilities: December 31,2015 Current Noncrurent December 31,2014 Curent Noncurrent Regulatory assets: Questar Gas Pwchased-gas adjustnent Energy-efficiency program Contract withholding Deferred cost-of-service gas charges Cost ofreacquired debt Pipeline integrity costs Conservation Enabling Tariff Other r8.9 $ 1.1 20.3 19.5 6.3 3.6 0.1 (in millions) s 39.2 $ 13.6 8.1 25.5 3.8 9.3 4.3 .7 1 Total Questar Gas regulatory assets 69.8 ll.9 78.3 21.3 Regulatory liabilities : Questar Gas Energy-ef fi ciency pro gram Conservation Enabling Tariff Cost of plant removal Income taxes refundable to customers Other 3.7 0.3 05.5 0.1 0.3 t2.t 0.1 60.7 0.2 Total Questar Gas regulatory liabilities 6s.6 12.s 60.9 Questar Gas records regulatory assets and liabilities. They recover the costs ofassets but do not generally receive a return on these assets. Following is a description of Questar Gas's regulatory assets and liabilities: Purchased-gas costs that are different from those provided for in present rates are accumulated and recovered or credited through future rate changes. The energy-efficiency program relates to funds expended for promoting the conservation ofnatural 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 ofrecoveries result in an asset; recoveries in excess ofcosts incurred result in a liability. Questar Gas recorded a regulatory asset for a disputed amount withheld from a supplier of gathering services. The amount withhsld will be recovered from customers if it is determined that Questar Gas is required to pay the supplier. 4.0 Operating and maintenance, depreciation, depletion and amortization, production taxes and royalties on cost-of-service gas production are recorded when the gas is produced and recovered from customers on a delayed basis, generally within 12 months . Certain cost-of-service gas charges are recovered over a period greater that 12 months. These include a regulatory asset that represents future expenses related to abandonment of Wexpro-operated gas and oil wells. The regulatory asset is reduced over an l8 -year period following an amortization schedule that commenced January 7 , 2003, or as cash is paid to plug and abandon wells. Noncurrent cost-of-service gas charges also include arnounts for production imbalances that will be recovered from customers at the end of the related gas wells'useful lives. 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 7.2 years as of December 31,2015. 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. The CET asset represents actual revenues received that are less than the allowed revenues. Any deficiency in amounts collected are recovered through periodic rate adjustnents. Cost of plant removal represents asset retirement costs recovered from customers for other than legal obligations. Income taxes refundable to customers arise from adjustments to deferred taxes, refunded over the life of the related properly, plant and equipment. Rate Changes Questar Gas is authorizedto eam a return on equity of 9.85o/o in Utah and9.5% in Wyoming. Effective March 1, 2014, Questar Gas increased its rates in Utah by $7.6 million annually as a result of a general rate case filed in Utah in July 2013. The order in this rate case authorized an allowed return on equity of 9.85%. In December 2014, Questar Gas held hearings on a general rate case in Wyoming. At the hearings the PSCW ordered an increase in annualized revenues of $1.5 million and an authorized return on equity of 9.5%. The change in rates was effective March 1,2015. Note 13 - Share-Based Compensation Questar may issue stock options, restoicted shares, RSUs and performance shares to certain officers, employees and non-employee directors urder the LTSIP. Questar recogrizes expense over time as the stock options, restricted shares, RSUs and performance shares vest. The disclosures under the heading Questar Gas describe the subset of total awards granted to officers and employees of the company. The Merger Agreement with Dominion Resources, as disclosed in Note 2 - Proposed Merger with Dominion Resources, contains provisions addressing all outstanding stock options, restricted shares, RSUs and performance shares. All such awards vest on the closing date. Stock options are converted to cash at the difference between the $25 per share purchase price and the exercise price. Restricted shares and performance shares are converted to cash at the $25 per share price. Performance shares are paid at the higher of target or actual performance multiplied by the $25 per share price. Questar may grant RSUs to certain of its officers, employees and non-employee directors under the LTSIP. RSUs are valued at the grant-date market price and amortized to expense over the vesting period. RSU grants typically vest in equal installments over a three -year period from the grant date. Certain grants vest in a single installment after a specified period. RSUs do not have voting rights until shares are dishibuted, but they do have dividend equivalent rights. Most RSU dividend equivalents are paid in cash quarterly and vest immediately. One share of Questar common stock will be distributed for each RSU at the time of vesting. Questar may grant performance shares to certain of its officers under the terms of the LTSIP. The awards are designed to motivate and reward these officers for long-term Company performance and provide an incentive for them to remain with the Company. The target number of performance shares for each officer is subject to a payout adjustment multiplier ranging from 0.00 to 3.00 based on the Company's total shareholder retum relative to a specified peer group of companies over a three -year performance period. Each three -year performance period commences at the beginning of the year of grant. Distributions of performance shares, if any, take place in the quarter following the conclusion of the performance period, so long as such officer was employed by the Company or its affiliates as of the last day of the performance period. The Company uses the Monte Carlo simulation method to estimate the grant-date fair value of performance share awards. Fair value estimates rely upon subjective assumptions used in the mathematical model and may not be representative of future results. For performance shares granted :m2013, half of any award will be distributed in shares of Questar common stock and half in cash. Subsequent awards will be distributed in shares, with no cash component. For share-settled performance share awards, the grant-date fair value of the awards is amortized to expense over the vesting period. The liability associated with awards to be settled in cash is adjusted to its estimated fair value throrrsh earnings on a quarterly basis. Qaestar Gas Questar may issue RSUs and performance shares to certain officers and employees of Questar Gas under the LTSIP. Questar Gas recognizes expense over time as the stock options, restricted shares, RSUs and perforrnance shares vest. Questar Gas share-based compensation expense amormted to $ I .4 million in 201 5 ar,d 2013 compared with $ I .6 million lrr2014. The following table summarizes the RSUs held under the LTSIP by Questar Gas officers and employees at December 31,2015. The weighted-ayerage remaining vesting periods of unvested RSUs at December 31, 2015, for Questar Gas was 10 months. RSUs Outstanding Price Range Weighted- Average Price Questar Gas 97,209 $23.09 -$24.41 $24.01 The following table summarizes the target number of performance shares held under the LTSIP by Questar Gas officers at December 31, 2015. The weighted-average remaining vesting periods of rurvested performance shares at December 31,2015, for Questar Gas was 18 months. Target Number of Performance Shares Outstanding Weighted- Average Grant-Date Fair Grant-Date Value Range Fair Value Questar Gas Note l4 - Employee Benefits 33,578 $21.03 -$39.62 S 30.23 Defined Benefit Pension Plans and Other Postretirement Benefits The Company has a noncontributory defined benefit pension plan covering a rnajority of its employees and poshetirement medical and life insurance plans providing coverage to less than half of its employees. Employees hired or rehired after June 30, 2010 are not eligible for the noncontributory defrned benefit pension plan and employees hired or rehired after December 31,1996 are not eligible for the postretirement medical plan and are not eligible to receive basic life coverage once they retire. The Company also has a nonqualified pension plan that covers a group of management employees in addition to the qualified pension plan. The nonqualified pension plan provides for defined benefit payments upon retirement of the management employee, or to the spouse upon death of the management employee, above the benefit limit defined by the IRS for the qualified plan. The nonqualified pension plan is unfunded; benefits are paid from the Company's general funds. Pension plan benefits are based on the employee's age at retirement, years ofservice and highest average annual earnings during 72 consecutive semimonthly pay periods in the last 10 years of employment. Employees retiring on or after January l, 2015 may elect either a lump-sum or an annuity benefit. Postretirement health-care and life insurance benefits are provided only to employees hired before January 1, 1997. The Company pays a portion of the costs of health-care benefits determined by aa employee's years of service and generally limited to 1700/o of the 1992 contribution for employees who retired after January 1,1993. Questar Gas participates in Questar's qualified and nonqualified pension plans as well as its postretirement medical and life plans. Questar Gas's pension plan and postretirement medical and life insurance plan assets and benefit obligations cannot be separately determined because plan assets are not segregated or restricted to meet the companies'pension and poshetirement medical and life obligations. If the companies were to withdraw from the plans, the pension and other postretirement obligations for Questar Gas employees would be retained by the Questar plans. The 20 15 pension settlement accounting costs were not allocated to Questar Gas. Pension and other postretirement benefit net cost and plan contribution information for Questar Gas are shown below: Pension Year Ended December 31, Other Postretirement Benefits Year Ended December 31, 2015 2014 2013 2015 20t4 2013 Questar Gas Net periodic cost $ Share of total plan contibutions (in millions) 10.4 $ 8.s $ l8.l $ 0.9 $ 0.8 $ 2.4 34.9 21.8 29.6 0.s 1.1 2.0 401(k) Retirement Income Plan The 401(k) Retirement Income Plan (401(k) Plan), formerly known as the Employee Investment Plan, is a defined contribution pension plan that allows eligible employees to purchase shares of Questar common stock or other investments through payroll deduction at the fair market value on the transaction date. The Company contributes an overall match of 100% of employees' purchases up to a maximum of 6%o of thetr qualifying earnings. Starting in January 2015, qualified employees who are not eligible for the defired benefit pension plans receive an additional non-matching employer contribution to their 401(k) Plan accounts equal to 4% of their qualifying prior year earnings. To satisff employee purchases of Questar stock, the 401(k) Plan trustee may purchase Questar shares on the open market with cash received or Questar may issue new shares. Questar Gas recognizes expense equal to 401(k) Plan employer matchhg and non-matching contributions earned by employees during the year. Questar Gas's 40lft) Plan expense was $4.5 million in 2015 and20l4 and $3.4 million lr,2013. Note 16 - Related-Party Transactions Questar Gas In 2015, 2014 ald 2013 Questar Gas provided technical services to affiliates. Questar Gas provided these services at its cost and charged $6.7 million in 2015, $6.1 million :rl.2014 and $6.7 million in 2013. The majority of these costs are allocated. The allocation methods are based on the specific nahre of the charges. Management believes that the allocation methods are reasonable. Questar Gas has reserved transportation capacity on Questar Pipeline's system for 916 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 intemtptible transportation revenues. Questar Gas paid for transportation, storage and processing services provided by Questar Pipeline and a subsidiary arnounting to $73.0 million in 2015, $72.9 million n2014 and $73.0 million in 2013 , which included demand charges. The costs of these services were included in the cost of natural gas sold. Under the terms of the Wexpro agreements, Questar Gas receives a portion of Wexpro's income from oil and NGL operations after recovery of Wexpro's operating expenses and a return on investment. This amount, which is included in revenues and reduces amounts billed to gas distribution customers, was $0.6 million in 2013. There was no such revenue in20l4 or 2015. The amounts that Questar Gas paid Wexpro for the operation of cost-of-service gas properties were $319.0 million in 2015, $349.1million ui,2014 and$294.6 million in 2013. Questar Gas reports these amounts in the cost of natural gas sold. Questar charged Questar Gas for certain administrative functions amounting to $52.9 million in 2015, $47.8 million n20L4 and $48.4 million l.l;.2013. These costs are included in operating expenses and are generally allocated based on each affiliated company's proportional share ofrevenues less product costs; property, plant and equipment; and labor costs. Management believes that the allocation method is reasonable. Questar Pipeline charged Questar Gas for communication services amounting to $2.8 million in 2015 and $3.7 million :r;.2014 and 2013. These costs are included in operating expenses and are allocated based on usage. Questar Gas borrowed cash from Questar and incurred interest expense of $0.4 million in 2015, $0.1 million :-:i.2014 and $0.5 million in 2013. Note 18 - Acquisitions In December 2015, Wexpro acquired working interests in 75 producing wells and ll2 future drilling locations in the Vermillion Basin in southwestern Wyoming for $16.0 million. The firancial impact of this hansaction is not significant therefore, no supplem ental pro forma income information is presented. In March 2015, Questar Gas purchased Eagle Mountain City's municipal natural gas system for $11.4 million. At the time of acquisition, the city had over 6,500 natural gas customers. The financial impact of this transactions is not significant therefore, no supplemental pro forma income information is presented. In December 2014, Wexpro acquired an additional interest in natural gas-producing properties in existing Wexpro- operated assets in the Canyon Creek Unit of southwestern Wyoming's Vermillion Basin for about $52.6 million, after post-closing adjustments. This is a "bolt-on" acquisition to the company's current Canyon Creek assets, which are govemed by the 1981 Wexpro Agreement. In the fourth quarter of 2015, the Public Service Commission of Utah and the Wyoming Public Service Commission (the Commissions) approved the inclusion of the these properties in the Wexpro II Agreement, effective December 1,2015. In September 2013, Wexpro completed the transaction announced in July 2013 to acquire an additional interest in natural gas-producing properties in the Trail Unit of southwestern Wyoming's Vermillion Basin (Trail acquisition) for $104.3 million, after post-closing adjustments. This acquisition was an addition to the company's existing Trail assets, which are governed by the 1981 Wexpro Agreement. In the frst quarter of 2014, the Public Service Commission of Utah and the Wyoming Public Service Commission (the Commissions) approved the inclusion of these properties in the Wexpro II Agreement, effiective February 1,2014. Note 20 - Supplemental Gas and OiI Information (Unaudited) The substantial majority of the following information relates to cost-of-service gas and oil properties maaaged and developed by Wexpro and governed by the Wexpro agreements. In December 2014, Wexpro acquired the Canyon Creek acquisition and in September 2013, Wexpro completed the Trail acquisition. Under the terms of the Wexpro II Agreement, these properties were submitted to the PSCU and PSCW (the Commissions). The Commissions approved the Canyon Creek and the Trail acquisition's in the fourth quarter of 2015 and the fust quarter of 2014, respectively. The 2015 and20l4 supplemental gas and oil information includes these acquisitions, as applicable. See Note l8 for additional information on these acquisitions. Capitalized Costs Capitalized costs of gas and oil properties and the related amounts of accumulated depreciation, depletion and amortization are shown below: December 31, 20ts 2014 (inmillions) Net Questar Gas capitalized costs Estimated Quantities of Proved Gas and Oil Reserves Estimates ofproved gas and oil reserves have been prepared in accordance with professional engineering standards and the Company's established internal controls. The estimates were prepared by Wexpro's reservoir engineers, individuals who possess professional qualihcations and demonstrated competency in reserves estimation and evaluation. SEC guidelines with respect to standard economic assumptions are not applicable to the large proportion of Wexpro gas reserves that are managed, developed, produced and delivered to Questar Gas at cost of service. The SEC acknowledges this potential circumstance and provides that companies may give appropriate recognition to differences arising because of the effect of the rate-making process. Accordingly, in cases where differences arise because of the effect of the rate-making process, Wexpro uses a minimum-producing rate or maximum well-life lilnit to determine the ultimate quantrty ofreserves attributable to each well. The Company annually reviews all proved undeveloped reserves to ensure an appropriate plan for development exists. All proved undeveloped reserves are converted to proved developed reserves within five years ofthe proved undeveloped reserve booking. At December,2015, all of the Company's proved undeveloped reserves were scheduled to be developed within flve years from the date such locations were initially disclosed as proved undeveloped reserves. Wexpro converted 94o/o ofprior year-end proved undeveloped reserves to developed status in 2015, 7o n 2014 and 42% in 2013. Revisions of prior estimates reflect the addition of new proved undeveloped reserves associated with current five- year development plans, revisions to prior proved undeveloped reservss, revisions to infill drilling development plans, as well as the transfer ofproved undeveloped reserves to unproved reserye categories due to changes in development plans. The negative revisions reflected in the 2013 reserve estimates are due in part to an increase in well spacing in the Pinedale field based on 2013 drilling results. The negative revisions ur,20l4 are primarily due to the irnpact on proved undeveloped reserves from significant changes in the Company's five-year development plans based on the drop in natural gas and oil prices at the end of 2014. The negative revisions in 2015 were due to lower natural gas and oil prices in 2015. In establishing reserves, the SEC allows the use of techniques that have been field tested and demonstrated to provide reasonably certain results with consistency and repeatability in the formation being evaluated or in an analogous formation. In general, the Company uses numerous data elements and analysis techniques in the estimation of proved reserves. These data elements and techliques include, but are not limited to, production tests, well performance data, decline cuwe analysis, wireline logs, core data, pressure transient analysis, seismic data and interpretation, and material balance calculations. The Company utilizes these reliable technologies to book proved reserves, however, no reserves were recorded from increasing recovery factor estimates or from extending down-dip reservoir limits associated with the use of reliable techaology. 6.45.8 Wexpro's estimates of proved reserves were made by the Company's engineers and are the responsibilify of management. The Company requires that reserve estimates be made by qualified reserves estimators (QREs), as defrned by the Society of Petroleum Engineers' standards. The QREs hteract with engineering, land, and geoscience persormel to obtain the necessary data for projecting future production, costs, net revenues and ultimate recoverable reseryes. Management approves the QREs'reserve estimates annually. All QREs receive ongoing education on the fundamentals of SEC reserves reporting through internal and external training over the policies for estimating and recording reserves in compliance with applicable SEC definitions and guidance. Estirnated quantities of proved gas and oil reserves are set forth below: Natural Gas Oil andNGL Natural Gas Equivalents Proved Reserves Balances at December 31,2012 (Bc0 697.2 811.2 566.1 532.6 Gvrbbl) 6,169 5,617 4,731 3,192 (Bcfe) 134.2 844.9 594.5 551.8 Balances at December 31,2013 Balances at December 31,2014 Balances at December 31,2015 Standsrdized Measure of Future Net Cash Flows Relating to Non-Cost-of-Service Proved Reserves The above December 31, 2015 and 2014 balances of total proved reserves includes I 0.4 of non-cost of service reserves associated with the December 2015 Vermillion Basin acquisition and36.6 Bcfe of non-cost-of-service reserves associated with the December 2014 Canyon Creek acquisition. In the fourth quarter of 2015, the Commissions approved the inclusion of the Canyon Creek acquisition in the Wexpro II Agreemen! effective December 1,2015. Financial Statement Schedules: QUESTARGAS COMPANY Schedule of Valuation and Qualifying Accorurts Colurnn C Column D Column A Description Colun:n B Beginaing Balance Amounts Deductions forcharged accounts written Column E to expense offand other Ending Balance Year Ended December 31,2015 Allowance for bad debts Year Ended December 31,2014 Allowance for bad debts Year Ended December 31,2013 1.4 $ 1.4 (in millions) 2.1 $ (1.8) $ 1.7 (1.7) 1.7 1.4 nfnlHhr&i..,-L/-rrLDecember 2015 101 105 106 107 108 'I1 1 114 Gas Plant Held for Future Use Completed Construction Not Classified - Gas Construction Work in Progress - Gas Accum Prov for Depreciation of Gas Plant in SeNie Accum Prov for Amortization of Gas Plant in Seryice Gas Plant Acquisition AdjustmenG 2,506,731,972.24 5,036.83 11,515,347.99 51,063,053.23 (80s,01 1,928.49) (6,181,31 8.38) 6,644,450.1 5 .79 70.533.538.56 1.1 131 134 136 141 142 143.1 144 145 146 146.1 163 164 165 171 ;3ici.l 1 Cash Other Special Deposits Working Funds Temporary Cash lnvestments Notes Receivable CustomerA,/R Accts Rsc - OEP Resources A@um. Provision for Bad Debt Notes Rec. from Affiliates Accounts Rec. from Affiliates AR-Allocated to Affiliates Plant Materials and Operating Supplies Stores Expense Undistributed Gas Stored Underground Prepaid Expenses Interest and Dividends Rec. Unamortized Debt Expense Other Regulatory Assets Reg Asset - DSM Programs - UT Reg Asset - DSM Programs - VVY Clearing Accounts Misc. Deferred Debits Unamort Loss on Reacq Debt ACCUM DEF TAX-ITC FULL DEFER Arum Defar Ta - Federal Accum Defer Tax - State Unrecovered Purchased Gas Costs - Utah Unremvered Purchased Gas Costs - Wyoming UtaMdaho Low lncome CrediVCharge Utah/ldaho CET Balancing Wyoming CET Balancing Common Stock lssued Prefened Stock lssued Premium on Common Stock Prefened Stock Expense Bonds - Long Tem Long-Tem Notes Unamort Premium - LT Debt Unamort Disc - LT Debt Notes Payable-Outside Companies Accounts Payable - General Notes Payable to Afiliales A@ounts Payable to Affiliates Customer Deposiis TilesAmed lnterest A@rued Oividends Declared Tax Collectjons Payable Miscellaneous Curent & Accrued Liabilities Oh Def Crodit - Miscellaneous Long Tem Liabilities Misc Customer Credits Other Defered Credits - 253-'1 Uncl. Amum Defered lnvestrnent Til Cr - Utility OTH REGULATORY LIABILITIES.ITC Remov B Bal Taes-FedeEl Defened Taxes-State Defened State Tax{RS Transf Defered Taxes-Full Defened Defened Taxes-Regulatory Asset Adjustment Defered Taxes-Federal Minimum Try Carryover Defered Fed Taxes-ORS Tcnsf 10,454,794.94 72,900.00 - 1 68,965,034.08 1 ,537 ,7 52.17 (1,70e,374.80) 1,663,891.1 8 17,066J1;.s2 45j28.23 43,864,860.97 3,888,116.70 3,293,282.77 54.232AU.81 1,01 8,930.95 92,229.41 (368,1 39.05) 3.746,001.58 212,89r._98 17.825.563.52 '1,096,665.45 7s,035.24 3,401,993.83 216,661.45 22,974 266,715,671.87 534,500,000.00 123,61 5,960€8 273,300,000.00 6,961,277.59 6,425,539.61 (36.1 25,674.91 ) 6,765,064.00 13,068,859.18 7,661,087.30 342,601.05 24,527,223.80 1,384,484.53 214,O50.11 429,O28.06 17S.997.00 393,424,219.24 (25.823.25) 1,896,809.84 (1.951,654.S8) (4,964.08) (98,307.48) (33,335.74) (M,219.'.t1) (7,664 s1) (33,186,685.22) @uAn.56) 54,618.06 (4,4U,1fi.72) (215.258.6't\ 1't 638 44&94 67,030,973.34 229,337.64 (405,918.69) 1.137,035.03 (2,57g,959.1 9) 48,647.79 (7,010,808.03) 445,781.69 5,540,804.46 7,200,000.00 5,404,244. 60,000.52 (18,378,525.53) 2,255,O21.OO (9,500,000.00) 6,670,177.67 414,980.03 14,821.13 (781,263.33) (62,71 1.69) (12,50s.91) (79.318.34) (9,309,042.62) (200.00) 8,384,905.44 599,444.12 (284,794.66) (16,134.74) (1,998,720.04) (78,575.03) 3,539,4S1.03 282,604.79 (309,879.00) (1,e1 7,156. 1 5) 1,4fi,271.27 :.:l.i I23 519-53):.{:::::i (306,756.40);:+ 6,341.52 ::::::i:: (530,62e.20) iti:::i (s1,e78.59) i::#a 315 27A 70\::.li::; (284,165.86) ii.ili(19,735,666.09) t:+i: (51 1,051.45) l:1,:# ^E^ ^^- ^- .i+i:250,203.23 iti.!-i-, 1s.244,423.85 ,., 447,521.U 1.384.202.70 19,976,705.37 154.000.000.00 (28.313,818.1 844.399.1 3 (37,947 (1.00) (9,000,000.00) 1,471.423.44 (1,7O3,241.59) (94,758.45) (7,o2s,4o8.421 (608,347.98) (150,070.37) 205,857.49 .00 055 iji r ar li:1823 i 182400 ircz+o't 1U '186 '189 190001 190008 1 90009 191000 191000 '191800 19't900 191901 192 231 232 2U 236 241 i242012 I zssoos 201 204 207 214 221 224 225 46 242000 252 255 254001 254020 282000 282100 282108 282002 282003 282006 282008 243 Defered Taxes- Purchase Gas 63,695.87 34,323,367.69 3,576,540.41 3,974,436.1 9 il. Questar Gas Company Balen.e Sheci Page 2 Utah WyohingTotal GeneEl Production Dislribution DistributionAnd Other Debib 01 05 06 07 08 11 14 General Planl in SeNice Gas Plant Held for Future Use Completed Construc{ion Not classified - Gas Construciion Work in Progre$ - Gas A@um PDv lor Depreciation of Gas Plant io SeNie A@um Prcv iorAmotEation ol GG Plant;n service Gas Plant Acquisition Adjuslments Accum Pmv forAmoatization of G6 Plant Aauisition Adiustments 2,508 ,731 ,972.28 5,036.83 1 1,515,347.99 51,063,053.23 (805,01 1,928.49) (6,181.318.38) 6,644,450.15 €92.000.05) 239,788,836.54 1,623,165.72 8,619,61 1.69 (132.818,969.75) 79,968,136.00 (68,103,276.20) (6.111.692.41) 2,113,644,079.15 73,330,920.59 5,036.8310,306.063.33 (413,881.061 42,172,914.72 270,526.82 (s77,1 63,302.68) (26,926,379.861(58,742.89) (10,883.08: 5,644,450.15 (992.000.0$ 131 134 '135 136 141 142 1 43.1 144 145 146 1 46.1 154 163 164 '155 171 Cash Other Special Deposits Worldng Funds Tempocry Cash lnveslments Noles Receivable CustomerA,/R Accls Rec - QEP Resources Accum. Provision for Bad Debt Notes Rec. frcm Affiliates Ac6unts Rec. from Affiliates AR-Allocted to Afflliates Plant Materials and opecting Supplies Sto6 Expense Undistribuied Gas Stored UndeErcund Prepaid Expenses lnterest and Dlvidends Reo. Misc Clrenl I Accrued Asels 10,454,/94.94 10.454./94.94 72.900.00.- 168,S65,034.08 1 ,537 ,152.17 1,537,752.11(1,709,374.80) -'1,663,891.18 1,663,891.'18 17,066.1 14.32 45.128.23 43,864,860.973.888.'116.70 3.888.116.70 69,900.00 3,000.00 165,878,546.88 3,086,487.20 (,,un',,ooioo t',u,..u*; 1 7,066,1 14.32 45,124.23 43.864.860.37 181 1823 1 82400 182401 184 186 189 190 190008 190009 191000 191000 1 91400 Unamortized Dobt Expense other Regulatory A$ets Reg Asset - DSM ProgEms - UT Reg A$et - DSM ProgBms - vYY Clearing Ac@unts Misc Defered Debits Unamort Lo$ on Reacq Dett A6um Defered lncome Tu Accum Def etred TdegFedeEl Accum Defetred Tdes-State Un@vered Purchased Gas costs - Ulah Unrc@vered Purchased Gas Cos,ts- Wyomiog Lltah/ldaho Low lncome Credivcharge Utah./ldaho CET Balancing Wyomlng CET Balancing 3,293,282.77 3,293,282.7754,232,4U.81 54,005,918.111,018.930.95 1,018,930.9592,229.41 92,229.41 (368,139 05) (368,1s9.05) 3,746,001.58 3,746,001.s8212,892.98 212,A92.98 17.825,563.52 't,096,665.45 79,035.24 3,401,993.83 216,661.45 226.516.70 1 91900 1 91901 17,825,563.52 79.O35.24 3.401.993.83 1.096,665.45 216.661.45 I Toml Assets and Othor iiiirl Liabilities and other c t0'l t04 t07tl4 common slock l$ued Prefered Stock l$ued PEmium on Common Stock Prefered Stock Expense I lh2^^hhd,tad Ear tr,mihn 22,974,065.00 22,974,065.00 266,715,671.87 266,715,671.87 11a A40 oil 57 11r B5n Oll A7 21 '24D5t26 Bonds - Long Tem Long-Tem Notes Unamod Premium - LT DeH Unamort Disc- LT Debt 534,500,000.00 534,500,000.00 a"^rrn* a"^"rno^ 235 237 238 241 2420't2 253003 Noles Payable-Oulside Companies A@unts Payable - GeneEl Noles Payable to Affiliates Ac6unts Payable to Affiliales Cuslomer Deposits Tues A@rued Inlerest A@rued Dividends Declared Ta Collections Payable Miscellaneous Curent & Accrued Liabilities Oth Def Crodit - Retainaoe 123,615,960.88 123,613,644.50 2,316.38273,300.000.00 273,300,000.006,961,277.59 6,961,277.59 6,425,53S.61(38,12s,674.91) (36,125,674.91)6,765,064.00 6,765,063.50 13.068.859.18 13.068.859.'187,645,328.58 7,645,328.58455,305.19 455,305.19 6,1A6.272.97 239,266.64 (1 0,467.61) 1 0,468. r 1 242000 253 255000 254001 Miscellaneous Long Tem Liabiliti6 Misc Customer Credits dhe. Defed Crcdits - 253.1 Uncl. A@um Defered lnvestment Tax cr- t tilhy Other Regulatory Liabilities 6th Pan I iaLpl.nt P.m^v R Eal 63.6S5.87 358,359.77 24 ,527 ,223,A0 1,384,484.53 214,050.11 429,028.06 6q 17q qq7 00 358,359.77 1,320,788.66 899.25 429,028.05 23,880,667.47 62,198.24 204,596.25 646.556,33 1,497.63 7,O17.741,506.87 282000 282100 282108 282002 282003 242006 282008 DeferedTaxes-Federal 393,424,219.28 11,551,557.29 1,247,543.38 367,950,302.16 12,674,816.45 Defered Taxes-State 34,323,367.69 935,998.35 700,755.31 32,686,614.03 Defered State Td-QRS Transf Def ered TdeeFull Defetred Def ered TaeeRegulatory Asd Adjustmenl Defered TdelFedeEl Minimum Td Carryover - Defered Fed TaeeQRS Transf ooq N<.\oo (oq()Nq oq @6 N O-()NrOqoqq-\qr()(o@\t(o@C')O--cOo- N- cq- @- o- -F. 6 (O Cr) l'* rOF--(,)ON-f- -1 c! 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(!(,oo<<o DON .tooo g oF o0oosooOEE oE 0, oi,o o Eo ot (!; O-cO,QEV'6, od FOE.otr6E oo o o tro E E Ioil,!t La! o oo,qEvE Ei Questar Gas Company STATEMENT OF CASH FLOW Year to Date @ December 31 2015 Flows From Operating Activities: to reconcile net income to cash provided from operating activities: 59,790,302.26 1,384.202.70 53,026,885.47 1,475,152.60 46,1 61 ,394.49 PROVIDED FROM OPERATION ACTIVITIES BEFORE CHANGE IN ASSETS AND LIABILITIES:178,383,911.03 160,585,022.77 IN ASSETS AND LIABILITIES (8,699,594.90) 16,134.74 (1 ,462,1 95.96) (282,604.79) 4,304,568.62 (1 8,932.03) 1 0,023,1 03.46 (28,313,818.1 1) (36,475,649.39) 19,409,413.52 Materials & Ops Supplies (2s2,254.1 (38,O2?,O87.1 33,782.79 (1 3,679,997.14 (2,67O,278.84 5,722,820.76 (233,842,787 .13)(161 ,541,240.49) USED IN INVESTING ACTIVITIES:(245,904,165.93) (172,238,886.67) CASH FLOWS FROM FINANCING ACTIVITIES Prefened Stock lssued Equity conkibution Port LT Debt-Balance port LT Debt - Repaymt Bonds - Long Term Notes Rec. from Afflliates Notes Payable to Affiliates PROVIDED FROM (USED IN) FINANCING AGTIVITIES:115,000,000.00 6s,600,000.00 INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 19,309,242.62) 11,060,911.95 CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR 19,836,937.55 8,776,025.61 CASH AND CASH EQUIVALENTS AT THE END OF THIS PERIOD 10,527,694.94 19,836,937.55 Questar Gas Company Comparative Statement of Utility Operating lncome Current Month 107,020,809.15 14,118,757.79 1,144,394.41 4,878,767.28 1,906.61 1,839,039.87 (15,403,743.00) 26,965,443.O2 (2,1 29,548.00) 2,311,323.69 105,239,674.97 17,825,134.78 762,'l'10.90 4,479,825.05 2,206.76 1,794,752.O4 (24,023,165.00) 34,767,754.6s (3,806,7s0.00) 1.781. 134.18 408 Taxes Other Than lncome Taxes 409101 lncome Taxes - Federal Uiil Oper Income 41 01 1 1 lncome Taxes - Defened Federal Tax-Utility 4091 1 1 lncome Taxes - State Util Oper lncome 44,287.83 8.619,422.00 410101 lncome Taxes - Defened State T Other lncome 409201 Federal lncome Tax - Other Income & Deductions 40921 1 State lncome Tax - Other lncome & Deductions 410201 Deferred lncomeTax- Other lncome & Deductions 419000 Interesi and Dividend lncome 419100 Allow for Other Funds Used During Construction 1,898,186.25 (17,270.00) 75,431.31 ', r,uou.r, 321,669.00 643,474.00 (22,54s.00) '150,8'18.46 26,306.79 4,4243e 1 6,318.19 329,819.00 19002 lnvestment lncomefrom Afflliates 421000 Miscellaneous Non-Operating Revenue 1200 Loss on Disposition of Property 2,057.76 20.833.33 Interest - Long term Debt Amortization of Debt Discount & Expense lnterest on Debt to Affiliates 2,255,021.00 70,042.35 80,'184.03 65.55 2,255,021.O0 70,042.35 30,895.82 62,928.74 1001 Oiher lnterest Expense lnterest on Short-Term Debl Retained Earnings Retained Eamings (Beg of Period)216 UnappropriatedRetainedEamings433 Balance Transferred from lncome 312,235,779.36 22,614,252.31 21,800,313.27 4.532.277.7037 Dividends on Preferred Stock 308,51 7.440.70 tt, Questar Gas Company Comparative Statement of Utility Operating lncome Twelve Months This Year LastYear Revenues 917,628,437.47 960,839,257.44 (43,210,819 5s8,086,710.99 '148,641,486.09 1 3,844,966.91 55,091,168.91 1 6,733.38 '19,31 1 .668.81 (6,817,613.00) 40,279,864.10 (2,272,888.O0) 604,765,358.63 161,950,982.95 13,366,386.76 53,506,085.03 20,46't.02 17,863,863.64 (6,394,050.00) 35,668,563.00 (2,165,810.00) 478,580.1 5 '1,585,083.88 1,447,805.17 1 01 1 1 lncome Taxes - Defened Federal Tax-Utility 4,61 1,301.10'11 lncome Taxes - State Util Oper lncome 10101 lncome Taxes - Defened Other lncome 40920 1 Federal lncome Tax - Other lncome & Deductions 40921 I State lncome Tax - Other lncome & Deductions 9,142J08.25 (21 9,1e5.00) (8,475,971.00) 1,215,548.77 533 83 150,070.37 3,929,124.00 5,s45,836.00 (27e,723.Oo) (6,737,969.00) 'l,671,542.46 874,800.75 41,732.55 195,817.40 3,754,880.00 133.901.13 3,596,272.25 60,528.00 (1,738,002.00) (455,993.69) (874,800.75) (41,198.72) (45,747.03) 174,244.00 '10201 Deferred Income Taxes-Other lncome & Deductions 419000 lnterest and Dividend Income 419'100 Allow for Other Funds Used During Construction '19002 lnterest Income from Associated Companies 420000 lnvesanent Tax Credit 421000 Miscellaneous Non-Operating Revenue 1 1 100 Accretion Expense 24,692.79 5,947.20421200 Loss on Disposition of Property lnterest - Long term Debt Amortization of debt Discount & Expense 27,060,252.OO 840,508.20 334,117.24 172.677.35 27,060,252.00 840,480.50 95,663.41 771.060.03 lnterest on Debt to Affiliates 1001 Other lnterest Expense lnterest on Short Term Debt Retained Reiained Earnings (Beg of Period) Unapproprialed Reiained Eamings Balance Transfened from lncome Dividends on Preferred Stock Dividends Declared - Common 308,517,440.70 64,332,590.97 (38,000,000.00) 289,363,034.63 55,154.406.07 (36,000,000.00) 19,154,406.07 9,1 78,184.90 (2,000,000.00) Questar Gas Company Comparative Statement of lncome and Retained Earninqs Page 10 December 2015 Utllity Operating Income Twelve Months Increase (Decrease)This Year Last Year400 Operatinq Revenues 917 .6?8.437 .47 960,839,257.44 (43.210.819.97 Utllity OPerating Expenses401 Gas Purchases401 Operating Expense402 MaintenanceExpense 403 DepreciationExpense 404 Amortization and Depletion 408 Taxes OtherThan lncome 409101 lncomeTaxes - Federal Util Oper lncome 41 01 1 1 lncome Taxes - Defened Federal Tax-Utility 4091 1 1 lncome Taxes - State Util Oper lncome 558,086,710.99 148,641,486.09 '13,844,966.91 55,091,168.91 1 6,733.38 19,31 1,668.81 (6,81 7,61 3.00) 40,279,864.10 (2,272,888.00') 604,765,358.63 1 61 ,950,982.95 1 3,366,386.76 53,506,085.03 20,461.O2 17,863,863.64 (6,394,050.00) 35,668,s63.00 (2,165,81 0.00) (46,678,647.64) (1 3,309,496.86) 478,580.1 5 1,585,083.88 (3,727.64) 1,447.805.17 (423,563.00) 4,611,301.10 (107,078.00) 544,226.38410101 lncome Taxes - Defened State Tax-Utility 4,179,071.78 3,634,845.40 total Utilitv ODeratino ExDenses 830.361.169.97 882.216.686.43 (51 855 516 46 let Operatinq lncome 87,267,267.50 78.622.571.O1 i96.49 Other lncome and Deductions Other Income +09201 Federal lncome Tax - Other Income & Deductions +0921 1 State lncome Tax - Other Income & Deductions 110201 Defened lncome Taxes - Other lncome & Deductions 119000 lnterest and Dividend lncome 119100 Allowfor Other Funds Used During Construction 119002 lnterest Income From Afflliates 120000 lnvestment Tax Credit 121000 Miscellaneous Non-Operating Revenue 121 1 00 Gain on Disposition of Prooertv 9,142,108.25 (21 9,1 95.00) (8,475,971.00) 1,215,s48.77 533.83 150,070.37 3,929,124.O0 s.218.19 5,545,836.00 (279,723.OO') (6,737,e69.00) 't ,671 ,542.46 874,800.75 41,732.5s 195,817.40 3,754,880.00 '133_901.13 3,596,272.25 60,528.00 (1,7s8,002.00) (455,993.69) (874,800.75) (41,198.72) (45,747.03',) 174,244.O0 (124.682.94\ fotal Other lncome 5,747,437.41 5,200,8'18.29 546,619.12 Other lncome Deductions [11100 Accretion Expense 121200 Loss on disposition fo Property125 MiscellaneousAmortization126 Donations and Other Deductions 22,605.71 18,036.33 360.553.60 24,692.79 5,947.20 385.500.00 12,089.13 (24.946.40\, total Other Income Deductions 401.195.M 4't613S 39 12 457 27 fotal Other lncome and Deducuons 5.346.241.4.784.678.30 559.476.39 Interest Charges427 lnterest - Long term Debt428 Amortization of Debt Discount and Expense430 lnterest on Debt to Affiliates 431001 lnterest on Short Term Debt 431009 Other lnterest Expense432 Allow for Bonowed Funds Used During Const - Cr 27,060,252.00 840,508.20 334,117.24 ttz,otl.53 (126,636.49) 27,060,252.OO 840,480.50 95,663.41 771 060 03 (514.612.70\ 27.70 238,453.83 (598,382.68 387.976.21 fotal lnterest Charqes 28.280,9't 8.30 28.252.843.24 28.075.06 ncome Before Cumulative Effect 64.332,590.97 55,154,406.07 9,1 78.1 84.90 )umulative Effect of Chanqe in Accountinq for Asset Retirement Obliqation Vet Income 64.332.590.97 55.154.406.O7 9.178 184 90 Retained Earnings Retained Earnings (Beg of Period)216 UnappropriatedRetainedEarnings433 Balance Transfered from lncome437 Dividends on Prefened Stock438 Dividends Declared - Common439 Adiustments to Relained Farninos 308,5't7,440.70 64,332,590.97 (38,OOO,OOO.OO) 289,363,034.63 55,1 54,406.07 9,178,184.90 (36,000,000.00) (2,000,000.00) letained arninos (End of Perioc 334.850.031.67 304.517.MO.70 26.332.s90 97 oosoqc!c!qN@NN N- o- -- (qoo$N O-@ O -NN oosaONNO N@NN N- O- s- @- oo$N NN ocoo UEc6 d3E dFOtr H EE6< S bh q I qFq3xriE iEd36 6.Ni;E:- g-gsgE<EOS oNoNOOooosoo s]6to @oods@o@o o6 E?P66 ^EEEEn':di c b E ;'E E P E -x X E Eg&EEE EsHHHUbE-d E E.gEE'd 9kE!oc6.a.arlooo @oN@ N-N Oaqq , q , , , , SF- O- oo@- w N<N Nddo'@ N_N-N- O-o@@ o @_o-o- N- 6 S NOOOo N 4-oNcj'ct'oi;dj- - 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Maintenance of Meas. & Reg. Station Equit Maintenance of Seruices Maintenane of Meters and House Regulat( Maintenance of Communietion Equipment 88,745.80 9,288.46 751,956.15 126,416.37 18,564.18 96,062.57 53,360.88 77,947.82 9,256.42 769,257.U (284,807.05) 30,526.81 79,893.98 80,035.08 85,9 12.36 9,023.13 738,561.38 118,246.43 8,187.72 87,943.07 52,974.A9 75,514.24 8,945.40 761,613.93 (277,8O4.82], 28,392.s0 71,623.43 79,642.52 2,833.M 265.33 13,394.77 8,169.94 '10,376.46 8,'119.50 385.99 2,433.58 311.O2 7,643.91 (7,002.23) 2,134.3',1 8,270.55 352.56 Operation Superuision and Engineering Distribution Load Dispatching Compressor Station Labor and Expenses Compressor Station Fuel and Power Mains and Service Expenses Measuring and Regulating Station Expense Meter and House Regulator Expenses Customer Installations Expenses Other Expenses 11,590,377 _70 2,1 06,963.03 20.047.90 I 0,548,731.00 2,398,940.60 J,CO t,J/O.ZC 3,553,1 95.06 1 0.868.969.58 1'1,469,690.05 1,959,488.89 1,817.26 36,562.34 10,028,302.43 2,539,285.87 3,677,936.02 3,356,457.53 10,441,O24.82 1 1,064,381.63 2,066,879.88 20,047.90 9,887,454.89 2,246,376.91 3,406,844.14 3,327,209.62 9.929.278.22 10,951,394.08 1,893,098.36 1,817.26 36,562.34 9,382,295.40 2,451,568.35 3,549,550.88 3,204,950.38 9,523,304.25 525,996.07 40,083 15 661,276.11 '152,563.69 154,532_11 225,5A5.44 939,691.36 51 8,295.97 66,390.53 646,007.03 87,717.52 124,385.14 1 51,s07.1 5 9'17,720.57 Maintenance Supervision and Engineering Maintenan€ of Structures & lmprovements Maintenance of Mains Maintenance of Compressor Station Equip. Maintenance of Meas. & Reg. Station Equit Maintenanco of Seruices Maintenance of Meters and House Regulat( Maintenance of Communication Equipment 675,938.02 85,434.ss 9,207,102.6s 1,987,643.61 902,993.69 769,823.08 611,955.78 78,244.75 8,8 1 6,389.42 1,974,117.35 237,080.38 838,34'1.06 8'10,258.02 654,472.62 82,U'1.72 9,065,966.40 1,825,724.71 121,404.68 821,862.46 765,962.81 592,776.81 7s,596.95 8,637,568.s0 1,775,699.s'1 219,081.31 768,937.87 806,699.58 21,465.40 2,592.83 141j36.25 '161,918.90 94,626.63 81,13',t.23 3,860.27 19,178.97 2,647.AO 17A,A20.92 198,417.A4 17,999.07 69,403.19 3,558.44 13.844.966.91 13.366.386.76 13.s38.235 40 12 876 360 s3 964.11 56.919.846.53 5s.396 262 s9 Operation Superuision and Engineering Distribution Load Dispatching Compressor Station Labor and Expenses Compressor Station Fuel and Power Mains and Servie Expenses Measuring and Regulating Station Expense Meter and House Regulator Expenses Customer lnstallations Expenses Other Expenses Rents 1',t,590,377.70 2,1 06,963.03 20.047.90 1 0,548,731.00 2,398,940.60 3,561,376.25 3,553,1 95.06 I 0,868,969.58 1 1,469,690.05 I,959,488.89 1,817.26 36,562.34 10,028,302.43 2,s39,285.87 3,677,936.02 3,356,457.53 10,441,O24.82 1 1,064,381.63 2,066,879.88 20,047.90 9,887,454.89 2,246,376.91 3,406,844.14 3,327,209.62 9,929,274.22 1 0,951,394.08 1,893,098.36 1,817.26 36,562.34 9,382,295.40 2,451,568.35 3,549,550.88 3,204,950.38 9,523,304.25 41 43663 525,996,07 40,083.15 oo t,z/o, I I 152,563.69 154,532.11 225,98s.44 939,691.36 s'18,295.97 66,390.53 646,007.03 47,717.52 128,3A5i4 1 51,507.1 5 917,720.57 997.20 43.553.459.77 4205A.027 19 41 035977 93 Maintenance885 Maintenance Superuision and Engineering886 Maintenanco of Structures & lmprovements Maintenance of Mains Maintenanca of Compressor Station Equip. Maintenance of Meas. & Reg. Station EquiF Maintenance of Seryices Maintenance of Meters and House Regulatr Maintenance of Communication Equipment 675,938.02 85,434.ss 9,207,102.65 'I,987,643.6'1 216,031.31 902,993.69 769,823.08 61 1,955.78 78,244.75 8,816,389.42 1,974,1',17.35 237,080.38 838,341.06 810,258.O2 654,472.62 82,841.72 9,065,966.40 1,425,724.71 121.404.68 821,862.46 765,962.81 592,776.81 75,596.95 8,637,568.50 1,775,699.51 219,081.3'1 768,937.87 806,699.58 21,465.40 2,592.83 't41,136.25 '161,9'18.90 94,626.63 81,131.23 3,860.27 19,174.97 2,647.80 17A,A20.92 19A,417.84 '17,999.07 69,403.1 I 3,558.44 58,606,964.1 1 56.91 9.846.53 o@V@N-ooNooodiri--didi-s@o-@L@-N@oOq siotriri !j od q'T 6o @-oosNc OO@OO-'F aidi-ri6iaiE 60g LNoo@or<:I N o 6o o5; o r .2sF OS-OFSoNoo@sN€,+oc,riNF@O@O :qNo$o-N-:iss6oo$iNo@rNo- rN@- r dCJo ! 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