Edgar Filing: QUESTAR CORP

UNITED STATES

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K/A

Amendment No.1

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

For the Year Ended December 31, 2010

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QUESTAR CORPORATION
(Exact name of registrant as specified in its charter)

STATE OF UTAH

001-08796

87-0407509

(State or other jurisdiction of

incorporation or organization)

(Commission File No.)

(I.R.S. Employer

Identification No.)

180 East 100 South, P.O. Box 45433, Salt Lake City, Utah 84145-0433

(Address of principal executive offices)

Registrant's telephone number: (801) 324-5699

Securities registered pursuant to Section 12(b) of the Act:

Common stock without par value

The above Securities are listed on the New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes [X]

No [ ]

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ]

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

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (Section 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer

[X]

Accelerated filer

[ ]

Non-accelerated filer

[ ] (Do not check if a smaller reporting company)

Smaller reporting company

[ ]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes [ ]

No [X]

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant's most recently completed second fiscal quarter. (June 30, 2010): $7.8 billion. The aggregate market value was calculated by excluding all shares held by directors and executive officers of the registrant and three nonprofit foundations established by the registrant without conceding that all such persons are affiliates for purposes of federal securities laws.

At January 31, 2011, there were 176,775,524 shares of the registrant's common stock without par value outstanding.

Documents Incorporated by Reference:

Portions of the registrant's definitive Proxy Statement (the "Proxy Statement"), filed in connection with its May 10, 2011, Annual Meeting of Stockholders, are incorporated by reference into Part III of this Annual Report.

EXPLANATORY NOTE

This Amendment No. 1 to the Annual Report on Form 10-K of Questar Corporation (the Company) amends the Company’s Annual Report on Form 10-K for the year ended December 31, 2010, (the Original Filing) which was filed with the Securities and Exchange Commission on February 28, 2011. The Company is filing this Amendment No. 1 solely to provide Exhibit 101 in accordance with Rule 405(a)(2) of Regulation S-T that was not included in the Annual Report on Form 10-K. Exhibit 101 includes information about the Company in Extensible Business Reporting Language (XBRL).

The Company is filing Exhibit 101 in accordance with the temporary hardship exemption provided by Rule 201 of Regulation S-T, which extended the date by which the interactive data file is required to be submitted by six business days.

Except as described above, this Amendment No. 1 does not amend any other information set forth in the Original Filing and the Company has not updated disclosures included therein to reflect any events that occurred subsequent to February 28, 2011.

Users of this data are advised that pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, and are deemed not filed for purposes of Section 18 of the Securities and Exchange Act of 1934, and otherwise are not subject to liability.

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

(a) and (c) Financial statements and financial statement schedules filed as part of this report are listed in the index included in Item 8 of this report.

(b) Exhibits. The following is a list of exhibits required to be filed as a part of this report in Item 15(b).

Exhibit No.

Description

2.1*

Separation and Distribution Agreement, dated as of June 14, 2010, by and between Questar Corporation and QEP Resources, Inc. (Exhibit No. 2.1 to a Current Report on Form 8-K dated June 12, 2010.)

3.1*

Amended and restated Articles of Incorporation. (Exhibit No. 3.1 to a Current Report on Form 8-K dated September 29, 2010.)

3.2*

Amended and Restated Bylaws of the Company, effective June 14, 2010 (Exhibit 3.2 to the Annual Report on Form 10-K filed February 28, 2011).

4.2*

Questar Dividend Reinvestment and Stock Purchase Plan. (Exhibit No. 4.01 to Registration Statement filed on Form S-3/A dated November 1, 2007.)

10.1*

Stipulation and Agreement, dated October 14, 1981, executed by Mountain Fuel; Wexpro; the Utah Department of Business Regulations, Division of Public Utilities; the Utah Committee of Consumer Services; and the staff of the Public Service Commission of Wyoming. (Exhibit No. 10(a) to Mountain Fuel Supply Company's Annual Report on Form 10-K for 1981.)

10.2*¹

Questar Corporation Annual Management Incentive Plan, as amended and restated effective January 1, 2010(Exhibit 10.2 to the Annual Report on Form 10-K filed February 28, 2011).

10.3*¹

Questar Corporation Form of Performance Share Award Agreement effective February 18, 2011. (Exhibit 99.1 to a Current Report on Form 8-K dated February 25, 2011.)

10.4*¹

Questar Corporation Long-term Stock Incentive Plan. (Exhibit No. 10.4 to a Current Report on Form 8-K dated September 29, 2010.)

10.5*¹

First Amendment of Questar Corporation Long-term Stock Incentive Plan. (Exhibit 10.5 to a Current Report on Form 8-K dated September 29, 2010.)

10.6*¹

Questar Corporation Executive Severance Compensation Plan, as amended and restated effective October 26, 2010. (Exhibit No. 10.5 to a Current Report on Form 8-K dated November 2, 2010.)

10.7*¹

Questar Corporation Deferred Compensation Plan for Directors, as amended and restated June 12, 2010 (Exhibit 10.7 to a Current Report on Form 8-K dated September 29, 2010.)

10.8*¹

Questar Corporation Supplemental Executive Retirement Plan, as amended and restated effective January 1, 2005, adopted August 7, 2007. (Exhibit 10.7 to the Annual Report on Form 10-K for 2007.)

10.9*¹

Form of Individual Indemnification Agreement dated February 9, 1993, between Questar Corporation and Directors. (Exhibit No. 10.11 to the Annual Report on Form 10-K for 1992.)

10.10*¹

Questar Corporation Deferred Compensation Wrap Plan. as amended and restated June 12, 2010. (Exhibit 10.14 to a Current Report on Form 8-K dated September 29, 2010.)

10.11*¹

Questar Corporation Long-Term Cash Incentive Plan, as amended and restated effective October 28, 2008. (Exhibit No. 10.14 to Annual Report on Form 10-K for 2008.)

10.12*¹

Employee Matters Agreement, dated as of June 14, 2010, by and between Questar Corporation and QEP Resources, Inc. (Exhibit 10.1 to a Current Report on Form 8-K dated June 16, 2010).

10.13*

Tax Matters Agreement, dated as of June 14, 2010, by and between Questar Corporation and QEP Resources, Inc. (Exhibit 10.2 to a Current Report on Form 8-K dated June 16, 2010).

10.14*

Transition Services Agreement, dated as of June 14, 2010, by and between Questar Corporation and QEP Resources, Inc. (Exhibit 10.3 to a Current Report on Form 8-K dated June 16, 2010).

10.15*¹

Separation Agreement between Questar Corporation and Keith O. Rattie, approved June 14, 2010. (Exhibit 10.4 to a Current Report on Form 8-K dated June 16, 2010).

10.16*

Multi-Year Revolving Credit Agreement, dated as of June 30, 2010, among Questar Corporation, as borrower, Wells Fargo Bank, National Association, as administrative agent, Bank of America, N.A., JPMorgan Chase Bank, Barclays Capital and Deutsche Bank Trust Company Americas, as syndication agents, and the lenders party thereto (Exhibit 10.1 to a Current Report on Form 8-K dated July 1, 2010).

10.17*

364-Day Revolving Credit Agreement, dated as of June 30, 2010, among Questar Corporation, as borrower, Wells Fargo Bank, National Association, as administrative agent, Bank of America, N.A., JPMorgan Chase Bank, Barclays Capital and Deutsche Bank Trust Company Americas, as syndication agents, and the lenders party thereto (Exhibit 10.2 to a Current Report on Form 8-K dated July 1, 2010).

10.18*¹

Amendment to Questar Corporation Stock Option Agreements with Mr. Keith O. Rattie. (Exhibit No. 10.1 to a Current Report on Form 8-K dated June 28, 2010.)

10.19*¹

Questar Corporation Form of Restricted Stock Units Agreement for restricted stock units granted to Mr. Keith O. Rattie. (Exhibit No. 10.2 to a Current Report on Form 8-K dated June 28, 2010.)

10.20*¹

Questar Corporation Annual Management Incentive Plan II. as amended and restated on January 1, 2010.

(Exhibit 10.24 to a Current Report on Form 8-K dated September 29, 2010.)

10.21*¹

First Amendment of Questar Corporation Annual Management Incentive Plan II, effective June 12, 2010.

II, (Exhibit 10.25 to a Current Report on Form 8-K dated September 29, 2010.)

10.22*¹

Form of Restricted Stock Agreement dated February 10, 2009. (Exhibit No. 99.2 to a Current Report on Form 8-K dated February 10, 2009.)

10.23*¹

Form of Restricted Stock Agreement dated February 10, 2009, for shares granted to non-employee directors. (Exhibit No. 99.3 to a Current Report on Form 8-K dated February 10, 2009.)

10.24*¹

Form of Phantom Stock Agreement dated February 10, 2009, for shares granted to non-employee directors. (Exhibit No. 99.4 to a Current Report on Form 8-K dated February 10, 2009.)

10.25*¹

Form of Option Agreement dated February 10, 2009. (Exhibit No. 99.6 to a Current Report on Form 8-K dated February 10, 2009.)

10.26*

Senior Indenture between Questar Corporation as Issuer and Wells Fargo Bank, N.A. as Trustee. (Exhibit 4.1 to a Current Report on Form 8-K dated December 14, 2010.)

12.1*

Questar ratio of earnings to fixed charges (Exhibit 12.1 to the Annual Report on Form 10-K filed February 28, 2011).

12.2*

Questar Pipeline ratio of earnings to fixed charges (Exhibit 12.2 to the Annual Report on Form 10-K filed February 28, 2011).

12.3*

Questar Gas Company ratio of earnings to fixed charges (Exhibit 12.3 to the Annual Report on Form 10-K filed February 28, 2011).

14*

Business Ethics and Compliance Policy.

21.1*

Questar Subsidiary Information (Exhibit 21.1 to the Annual Report on Form 10-K filed February 28, 2011).

21.2*

Questar Pipeline Subsidiary Information (Exhibit 21.2 to the Annual Report on Form 10-K filed February 28, 2011).

23.1*

Consent of Independent Registered Public Accounting Firm (Exhibit 23.1 to the Annual Report on Form 10-K filed February 28, 2011).

23.2*

Qualifications and report of Reservoir Engineers and Geologists (Exhibit 23.2 to the Annual Report on Form 10-K filed February 28, 2011).

24.1*

Questar Power of Attorney. (Exhibit 24.1 to the Annual Report on Form 10-K filed February 28, 2011).

31.1*

Questar Chief Executive Officer Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Exhibit 31.1 to the Annual Report on Form 10-K filed February 28, 2011).

31.2*

Questar Chief Financial Officer Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Exhibit 31.2 to the Annual Report on Form 10-K filed February 28, 2011).

31.3*

Questar Pipeline Chief Executive Officer Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Exhibit 31.3 to the Annual Report on Form 10-K filed February 28, 2011).

31.4*

Questar Pipeline Chief Financial Officer Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Exhibit 31.4 to the Annual Report on Form 10-K filed February 28, 2011).

31.5*

Questar Gas Chief Executive Officer Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Exhibit 31.5 to the Annual Report on Form 10-K filed February 28, 2011).

31.6*

Questar Gas Chief Financial Officer Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Exhibit 31.6 to the Annual Report on Form 10-K filed February 28, 2011).

32.1*

Questar Chief Executive Officer Certification pursuant to Section 906 of the Sarbanes Oxley Act of 2002 (Exhibit 32.1 to the Annual Report on Form 10-K filed February 28, 2011).

32.2*

Questar Chief Financial Officer Certification pursuant to Section 906 of the Sarbanes Oxley Act of 2002 (Exhibit 32.2 to the Annual Report on Form 10-K filed February 28, 2011).

32.3*

Questar Pipeline Chief Executive Officer Certification pursuant to Section 906 of the Sarbanes Oxley Act of 2002 (Exhibit 32.3 to the Annual Report on Form 10-K filed February 28, 2011).

32.4*

Questar Pipeline Chief Financial Officer Certification pursuant to Section 906 of the Sarbanes Oxley Act of 2002 (Exhibit 32.4 to the Annual Report on Form 10-K filed February 28, 2011).

32.5*

Questar Gas Chief Executive Officer Certification pursuant to Section 906 of the Sarbanes Oxley Act of 2002 (Exhibit 32.5 to the Annual Report on Form 10-K filed February 28, 2011).

32.6*

Questar Gas Chief Financial Officer Certification pursuant to Section 906 of the Sarbanes Oxley Act of 2002 (Exhibit 32. to the Annual Report on Form 10-K filed February 28, 2011).

101.INS

XBRL Instance.

101.SCH

XBRL Taxonomy.

101.LAB

XBRL Labels.

101.PRE

XBRL Presentation.

101.CAL

XBRL Calculations.

101.DEF

XBRL Definitions.

*Exhibits so marked have been filed with the Securities and Exchange Commission as part of the indicated filing and are incorporated herein by reference.

¹Exhibits so marked is a management contract or compensation plan or arrangement

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on the 1^st day of March, 2011.

QUESTAR CORPORATION

By /s/Kevin W. Hadlock

Kevin W. Hadlock

Executive Vice President and Chief Financial Officer

Principal Financial and Accounting Officer Questar

EXHIBIT INDEX