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STR > SEC Filings for STR > Form 10-Q on 5-Nov-2009All Recent SEC Filings

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Form 10-Q for QUESTAR CORP


5-Nov-2009

Quarterly Report


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

The following information updates the discussion of Questar's financial condition provided in its 2008 Form 10-K filing, and analyzes the changes in the results of operations between the three- and nine-month periods ended September 30, 2009 and 2008. For definitions of commonly used gas and oil terms found in this report on Form 10-Q, please refer to the "Glossary of Commonly Used Terms" provided in Questar's 2008 Form 10-K.

RESULTS OF OPERATIONS


Following are comparisons of net income (loss) attributable to Questar by line
of business:


                                     3 Months Ended Sept. 30,   9 Months Ended Sept. 30,
                                     2009     2008    Change     2009     2008    Change
                                           (in millions, except per share amounts)
Exploration and Production
 Questar E&P                         $49.6   $146.8   ($ 97.2)  $ 64.3   $360.1   ($295.8)
 Wexpro                               20.6     20.4       0.2     59.2     55.4       3.8
Midstream Field Services - Gas
Management                            21.5     24.5      (3.0)    47.4     64.7     (17.3)
Energy Marketing - Energy Trading
and other                              0.3      5.9      (5.6)     6.5     18.8     (12.3)
 Market Resources total               92.0    197.6    (105.6)   177.4    499.0    (321.6)
Interstate Gas Transportation -
Questar Pipeline                      14.1     15.4      (1.3)    43.8     44.0      (0.2)
Retail Gas Distribution - Questar
Gas                                   (8.1)    (8.8)      0.7     21.7     19.8       1.9
Corporate                              0.2                0.2      0.4     (0.2)      0.6
 Net income attributable to Questar  $98.2   $204.2   ($106.0)  $243.3   $562.6   ($319.3)
Earnings per diluted share           $0.56  $  1.16  ($  0.60) $  1.38  $  3.19   ($ 1.81)
Average diluted shares               176.3    176.1       0.2    176.1    176.2      (0.1)

EXPLORATION AND PRODUCTION

Questar E&P

Questar E&P reported net income of $49.6 million in the third quarter of 2009, down 66% from $146.8 million in the 2008 quarter. Net income for the quarter fell primarily as the result of a 20% lower realized equivalent price, a 17% increase in per Mcfe production costs and a $36.5 million after-tax gain in the prior-year quarter from the sale of assets. Net income for the first nine months of 2009 declined 82% to $64.3 million compared to $360.1 million a year earlier. Following is a summary of Questar E&P financial and operating results:

                                    3 Months Ended Sept. 30,   9 Months Ended Sept. 30,
                                     2009     2008    Change    2009     2008     Change
                                                       (in millions)
Operating Income
Revenues
 Natural gas sales                  $252.9   $308.4  ($ 55.5)  $787.8   $ 832.8   ($45.0)
 Oil and NGL sales                    40.6     71.2    (30.6)   109.0     193.0    (84.0)
 Other                                 1.1      1.4     (0.3)     3.5       4.3     (0.8)
  Total Revenues                     294.6    381.0    (86.4)   900.3   1,030.1   (129.8)
Operating expenses
 Operating and maintenance            29.5     32.3     (2.8)    96.1      90.5      5.6
 General and administrative           17.3     11.5      5.8     50.5      41.8      8.7
 Production and other taxes           10.5     27.6    (17.1)    39.5      86.6    (47.1)
 Depreciation, depletion and
amortization                         120.7     84.4     36.3    367.2     232.6    134.6
 Exploration                           6.3      7.4     (1.1)    18.3      14.7      3.6

Questar 2009 Form 10-Q

15





 Abandonment and impairment            5.1      4.1      1.0     12.6     10.3      2.3
 Natural gas purchases                                                     0.5     (0.5)
  Total Operating Expenses           189.4    167.3     22.1    584.2    477.0    107.2
Net gain (loss) from asset sales      (0.6)    58.7    (59.3)     1.0     58.1    (57.1)
  Operating Income                  $104.6   $272.4  ($167.8)  $317.1  $ 611.2  ($294.1)
Operating Statistics
Questar E&P production volumes
 Natural gas (Bcf)                    39.2     40.4     (1.2)   119.0    111.0      8.0
 Oil and NGL (MMbbl)                   0.7      0.8     (0.1)     2.5      2.4      0.1
 Total production (Bcfe)              43.8     45.3     (1.5)   134.1    125.4      8.7
 Average daily production (MMcfe)    476.0    492.1    (16.1)   491.3    457.6     33.7
Questar E&P average realized
price, net to the well (including
hedges)
 Natural gas (per Mcf)               $6.46    $7.64   ($1.18)   $6.62    $7.50   ($0.88)
 Oil and NGL (per bbl)              $52.41   $87.34  ($34.93)  $43.14   $80.41  ($37.27)

The company reported production of 43.8 Bcfe in the third quarter of 2009 compared to 45.3 Bcfe in the 2008 quarter, a 3% decrease. Natural gas is Questar E&P's primary focus. On an energy-equivalent basis, natural gas comprised approximately 89% of Questar E&P 2009 production. A comparison of natural gas-equivalent production by major operating area is shown in the following table:

3 Months Ended Sept. 30, 9 Months Ended Sept. 30,

                     2009     2008    Change     2009     2008    Change
                                         (in Bcfe)
Midcontinent          20.3     17.9       2.4     61.1     49.5     11.6
Pinedale Anticline    14.7     15.4      (0.7)    43.4     41.2      2.2
Uinta Basin            5.6      6.9      (1.3)    17.9     19.7     (1.8)
Rockies Legacy         3.2      5.1      (1.9)    11.7     15.0     (3.3)
 Total Questar E&P    43.8     45.3      (1.5)   134.1    125.4      8.7

Company production increased 7% in the first nine months of 2009 compared to a year earlier. In the Midcontinent, production grew 23% to 61.1 Bcfe in the first nine months of 2009. Ongoing development drilling in the Haynesville formation play in northwest Louisiana and the Woodford Shale play in the Anadarko Basin of western Oklahoma were the main contributors to the production increase. Questar E&P production from the Pinedale Anticline in western Wyoming grew 5% to 43.4 Bcfe in the first nine months of 2009 as a result of ongoing development drilling. In the Uinta Basin, production decreased 9% to 17.9 Bcfe in the first nine months of 2009 due to decreased drilling activity. Questar E&P Rockies Legacy 2009 production of 11.7 Bcfe was 3.3 Bcfe lower than a year ago. Rockies Legacy properties include all of the company's Rocky Mountain region properties except the Pinedale Anticline and the Uinta Basin. Production volumes from both the Midcontinent and Rockies were reduced in the first nine months of 2009 by price-related shut-ins, curtailments and deferred completions of new wells.

Realized prices for natural gas, oil and NGL at Questar E&P were lower when compared to the prior year. In the first nine months of 2009, the weighted-average realized natural gas price for Questar E&P (including the impact of hedging) was $6.62 per Mcf compared to $7.50 per Mcf for the same period in 2008, a 12% decrease. Realized oil and NGL prices in the first nine months of 2009 averaged $43.14 per bbl, compared with $80.41 per bbl during the prior year period, a 46% decrease. A regional comparison of average realized prices, including hedges, is shown in the following table:

Questar 2009 Form 10-Q

16



                          3 Months Ended Sept. 30,   9 Months Ended Sept. 30,
                           2009     2008    Change    2009     2008    Change
Natural gas (per Mcf)
Midcontinent               $6.99    $8.55   ($1.56)   $7.33    $8.42   ($1.09)
Rocky Mountains             5.97     7.03    (1.06)    6.01     6.91    (0.90)
 Volume-weighted average    6.46     7.64    (1.18)    6.62     7.50    (0.88)
Oil and NGL (per bbl)
Midcontinent              $52.79   $88.59  ($35.80)  $44.10   $78.87  ($34.77)
Rocky Mountains            52.20    86.64   (34.44)   42.54    81.46   (38.92)
 Volume-weighted average   52.41    87.34   (34.93)   43.14    80.41   (37.27)

Questar E&P hedged approximately 83% of 2009 and 81% of 2008 third quarter gas production. Hedging increased Questar E&P 2009 gas revenues by $156.7 million and 2008 gas revenues by $24.5 million. Approximately 58% of 2009 and 48% of 2008 Questar E&P oil production was hedged. Oil hedges decreased revenues $0.7 million in 2009 and $13.9 million in 2008.

Questar E&P hedged approximately 81% of 2009 and 82% of 2008 first nine months gas production. Hedging increased Questar E&P 2009 gas revenues by $459.8 million and reduced 2008 gas revenues by $12.6 million. Approximately 39% of 2009 and 51% of 2008 Questar E&P oil production was hedged. Oil hedges increased revenues $5.2 million in 2009 and decreased revenues $37.0 million in 2008.

Questar E&P production costs per Mcfe of production increased 17% to $4.43 per Mcfe in the third quarter of 2009 versus $3.79 per Mcfe in 2008. First nine months 2009 production costs per Mcfe increased $0.53 or 13% compared to the 2008 period. All reported unit-cost metrics, except production taxes, were negatively impacted by price-related voluntary production curtailments during the 2009 periods compared to the 2008 periods. Questar E&P production costs are summarized in the following table:

                                          3 Months Ended Sept. 30,   9 Months Ended Sept. 30,
                                           2009     2008    Change    2009     2008    Change
                                                              (per Mcfe)
Depreciation, depletion and amortization   $2.76    $1.86    $0.90    $2.74    $1.86    $0.88
Lease operating expense                     0.67     0.71    (0.04)    0.72     0.72
General and administrative expense          0.40     0.25     0.15     0.38     0.33     0.05
Allocated interest expense                  0.36     0.35     0.01     0.34     0.34
Production taxes                            0.24     0.62    (0.38)    0.29     0.69    (0.40)
 Total Production Costs                    $4.43    $3.79    $0.64    $4.47    $3.94    $0.53

Production volume-weighted average depreciation, depletion and amortization expense (DD&A) per Mcfe increased due to relatively higher costs of drilling, completion and related services and the increased cost of steel casing, other tubulars and wellhead equipment during the peak level of industry activity in 2008. DD&A per Mcfe of production also increased due to second-half 2008 and first-quarter 2009 price-related negative reserve revisions, ongoing depletion of older, lower-cost reserves and the increasing share of Questar E&P production from properties that were acquired and developed in a higher-cost environment. General and administrative expense per Mcfe of production increased $0.15 compared the prior year, but remained flat compared with the second quarter of 2009. The lower expense in the comparable 2008 quarter resulted from a significant reduction in deferred compensation expense (non-cash) as a result of a decline in the price of Questar common stock during the 2008 quarter. Production taxes per Mcfe decreased as the result of lower natural gas and oil sales prices.

Questar E&P exploration expense decreased $1.1 million or 15% in the third quarter of 2009 compared to 2008. Abandonment and impairment expense increased $1.0 million, or 24% in 2009 compared to 2008. For the first nine months of 2009, Questar E&P exploration expense increased $3.6 million or 24% compared to 2008. Abandonment and impairment expense increased $2.3 million, or 22% in 2009 compared to 2008.

In the third quarter of 2008, Questar E&P sold certain outside-operated producing properties and leaseholds in the Gulf Coast region of south Texas and recognized a pre-tax gain of approximately $58.7 million. These properties contributed 2.8 Bcfe to Questar E&P net production in the first nine months of 2008.

Questar 2009 Form 10-Q

Mark-to-market losses on natural gas basis-only swaps decreased third quarter 2009 net income $6.7 million, compared to a $14.0 million after-tax loss in the 2008 period and decreased nine month 2009 net income $108.9 million compared to a $4.6 million after-tax gain in the 2008 period.

Major Questar E&P Operating Areas

Midcontinent

Questar E&P Midcontinent properties are distributed over a large area, including the Anadarko Basin of Oklahoma and the Texas Panhandle, the Arkoma Basin of Oklahoma and western Arkansas, and the Ark-La-Tex region of Arkansas, Louisiana, and Texas. With the exception of northwest Louisiana, the Granite Wash play in the Texas Panhandle and the Woodford Shale play in western Oklahoma, Questar E&P Midcontinent leasehold interests are fragmented, with no significant concentration of property interests.

Questar E&P has approximately 43,000 net acres of Haynesville Shale lease rights in northwest Louisiana. The depth of the top of the Haynesville Shale ranges from approximately 10,500 feet to 12,500 feet across Questar E&P's leasehold and is below the Hosston and Cotton Valley formations that Questar E&P has been developing in northwest Louisiana for over a decade. Questar E&P continues infill-development drilling in the Hosston and Cotton Valley formations in northwest Louisiana and intends to drill or participate in up to 35 horizontal Haynesville Shale wells in 2009. As of September 30, 2009, Questar E&P had six operated rigs drilling in the project area and operated or had working interests in 598 producing wells in northwest Louisiana compared to 463 at September 30, 2008.

Pinedale Anticline

As of September 30, 2009, Market Resources (including both Questar E&P and Wexpro) operated and had working interests in 402 producing wells on the Pinedale Anticline compared to 312 at the end of the third quarter of 2008. Of the 402 producing wells, Questar E&P has working interests in 380 wells, overriding royalty interests in an additional 21 Wexpro-operated wells, and no interest in one well operated by Wexpro. Wexpro has working interests in 124 of the 402 producing wells.

In 2005, the Wyoming Oil and Gas Conservation Commission (WOGCC) approved 10-acre-density drilling for Lance Pool wells on about 12,700 acres of Market Resources 17,872-acre (gross) Pinedale leasehold. The area approved for increased density corresponds to the currently estimated productive limits of Market Resources core acreage in the field. The company continues to evaluate development on five-acre density at Pinedale. In January 2008, the WOGCC approved five-acre-density drilling for Lance Pool wells on about 4,200 gross acres of Market Resources Pinedale leasehold. If five-acre-density development is appropriate for a majority of its leasehold, the company currently estimates up to 1,400 additional wells will be required to fully develop the Lance Pool on its acreage.

Uinta Basin

As of September 30, 2009, Questar E&P had an operating interest in 920 producing wells in the Uinta Basin of eastern Utah, compared to 895 at September 30, 2008. Uinta Basin proved reserves are found in a series of vertically stacked, laterally discontinuous reservoirs at depths of 5,000 feet to deeper than 18,000 feet. Questar E&P owns interests in over 255,000 gross leasehold acres in the Uinta Basin.

Rockies Legacy

The remainder of Questar E&P Rocky Mountain region leasehold interests, productive wells and proved reserves are distributed over a number of fields and properties managed as the Rockies Legacy division. Most of the properties are located in the Greater Green River Basin of western Wyoming. Planned exploration and development activity for 2009 includes wells in the Green River Basin and the Williston Basin in North Dakota.

Wexpro

Wexpro reported net income of $20.6 million in the third quarter of 2009 compared to $20.4 million in 2008, a 1% increase and first nine months net income of $59.2 million in 2009 compared to $55.4 million in 2008, up 7%. Wexpro 2009 results benefited from a higher average investment base compared to the prior-year period. Pursuant to the Wexpro Agreement, Wexpro recovers its costs and receives an unlevered after-tax return of approximately 19-20% on its investment base. Wexpro's investment base is its investment in commercial wells and related facilities adjusted for working capital and reduced for deferred income taxes and depreciation. Wexpro investment base at September 30, 2009, was $419.5 million compared to $374.9 million a year ago, a 12% increase.

MIDSTREAM FIELD SERVICES - Gas Management

Gas Management, which provides gas-gathering and processing-services, reported net income of $21.5 million in the third quarter of 2009 compared to $24.5 million in the same period of 2008. Net income was $47.4 million in the first nine months of 2009 compared to $64.7 million in the 2008 period. The decrease in net income was driven by lower processing margins and increased depreciation expense. Following is a summary of Gas Management financial and operating results:

Questar 2009 Form 10-Q

18





                                      3 Months Ended Sept. 30,    9 Months Ended Sept. 30,
                                       2009     2008     Change    2009     2008    Change
                                                         (in millions)
Operating Income
Revenues
 Processing                            $30.3    $ 38.2    ($7.9)   $70.7    $114.0  ($43.3)
 Gathering                              30.3      32.5     (2.2)    93.2      89.3     3.9
 Other gathering                        11.1       9.2      1.9     22.2      23.2    (1.0)
  Total Revenues                        71.7      79.9     (8.2)   186.1     226.5   (40.4)
Operating expenses
 Operating and maintenance              17.5      24.8     (7.3)    53.3      76.1   (22.8)
 General and administrative              7.2       4.6      2.6     17.9      15.3     2.6
 Production and other taxes              0.9       0.9               2.9       1.7     1.2
 Depreciation, depletion and
amortization                            11.2       7.0      4.2     33.1      19.9    13.2
  Total Operating Expenses              36.8      37.3     (0.5)   107.2     113.0    (5.8)
Net gain from asset sales                0.2                0.2
  Operating Income                     $35.1     $42.6    ($7.5)   $78.9    $113.5  ($34.6)
Operating Statistics
Natural gas processing volumes
 NGL sales (MMgal)                      28.1      19.7      8.4     74.3      65.9     8.4
 NGL sales price (per gal)             $0.77     $1.53   ($0.76)   $0.63     $1.38  ($0.75)
 Fee-based processing volumes (in
millions of MMBtu)
  For unaffiliated customers            31.0      27.9      3.1     72.8      70.3     2.5
  For affiliated customers              24.9      29.6     (4.7)    77.7      80.6    (2.9)
   Total Fee-Based Processing
Volumes                                 55.9      57.5     (1.6)   150.5     150.9    (0.4)
 Fee-based processing (per MMBtu)      $0.15     $0.14    $0.01    $0.16     $0.14   $0.02
Natural gas gathering volumes (in
millions of MMBtu)
 For unaffiliated customers             60.0      57.6      2.4    187.7     163.6    24.1
 For affiliated customers               35.6      46.4    (10.8)   122.0     121.7     0.3
  Total Gas Gathering Volumes           95.6     104.0     (8.4)   309.7     285.3    24.4
 Gas gathering revenue (per MMBtu)     $0.32     $0.31    $0.01    $0.30     $0.31  ($0.01)

Total processing margins (revenues minus direct plant expenses and processing plant-shrink) for the third quarter of 2009 decreased 7% to $22.1 million compared to $23.7 million in 2008 and declined 28% to $45.4 million in the first nine months of 2009 compared to $63.2 million in the 2008 period. The keep-whole processing margin (frac spread) decreased 12% or $2.2 million in the third quarter of 2009 compared to the 2008 quarter and 38% in the first nine months of 2009 compared to the first nine months of 2008. Fee-based gas-processing volumes decreased 3% in the third quarter of 2009 to 55.9 million MMBtu and were 150.5 million MMBtu in the first nine months of 2009 compared to 150.9 million MMBtu in the 2008 period. Fee-based gas-processing revenues increased $0.8 million or 10% compared to the year ago quarter and $2.4 million or 11% in the first nine months of 2009 compared to the first nine months of 2008.

Total gathering margins (revenues minus direct gathering expenses) increased 3% in the third quarter of 2009 to $32.2 million compared to $31.4 million in 2008. Total gathering margins in the first nine months of 2009 were $87.4 million compared to $87.2 million in 2008. Gathering volumes decreased 8.4 million MMBtu, or 8% to 95.6 million MMBtu in the third quarter of 2009 and increased 24.4 million MMBtu or 9% in the first nine months of 2009 compared with the 2008 periods. Expanding Pinedale production and new projects serving third parties in the Uinta Basin contributed to a 15% increase in third-party volumes in the first nine months of 2009 compared to the 2008 period.

Approximately 76% of Gas Management net operating revenue was derived from fee-based processing and gathering contracts compared to 74% in the 2008 quarter. Gas Management may use forward sales contracts to reduce processing-margin volatility associated with keep-whole contracts. Forward sales contracts reduced NGL revenues by $1.4 million in first nine months of 2008.

Questar 2009 Form 10-Q

Depreciation expense grew $4.2 million or 60% in the third quarter of 2009 and $13.2 million or 66% in the first nine months of 2009 compared with the 2008 periods as the result of investment additions in 2008.

ENERGY MARKETING - Energy Trading

Energy Trading and other net income was $0.3 million in the third quarter of 2009, a decrease of 95% compared to $5.9 million in the 2008 quarter and decreased $12.3 million in the first nine months of 2009 compared to 2008 as a result of lower marketing margins. First nine month revenues from unaffiliated customers were $301.4 million in 2009 compared to $521.6 million in 2008, a 42% decrease, primarily the result of lower natural gas prices. The weighted-average natural gas sales price decreased 58% in the first nine months of 2009 to $3.06 per MMBtu compared to $7.22 per MMBtu in the 2008 period.

INTERSTATE GAS TRANSPORTATION - Questar Pipeline

Questar Pipeline, which provides interstate natural gas-transportation and storage services, reported third quarter 2009 net income of $14.1 million compared with $15.4 million in 2008, an 8% decrease. Net income for the first nine months of 2009 was $43.8 million compared with $44.0 for the first nine months of 2008. The second quarter of 2008 included one-time items that reduced net income by $2.1 million. Following is a summary of Questar Pipeline financial and operating results:

                                     3 Months Ended Sept. 30,    9 Months Ended Sept. 30,
                                     2009     2008     Change     2009     2008    Change
                                                        (in millions)
Operating Income
Revenues
 Transportation                      $43.4     $42.0      $1.4   $129.4   $129.4
 Storage                               9.3       9.3               28.2     28.2
 NGL sales                             3.4       5.3      (1.9)     7.4     12.7    ($5.3)
 Energy services                       3.1       3.9      (0.8)    10.3     11.7     (1.4)
 Gas processing                        0.5       0.9      (0.4)     2.3      3.6     (1.3)
 Other                                 1.2       0.6       0.6      4.4      2.6      1.8
  Total Revenues                      60.9      62.0      (1.1)   182.0    188.2     (6.2)
Operating expenses
 Operating and maintenance            10.1       9.8       0.3     27.8     27.4      0.4
 General and administrative            9.3       7.6       1.7     26.6     27.1     (0.5)
 Depreciation and amortization        10.9      10.6       0.3     32.6     31.9      0.7
 Impairment                                                                 10.6    (10.6)
 Other taxes                           2.2       2.0       0.2      6.6      6.3      0.3
 Cost of goods sold                    0.3       0.7      (0.4)     1.4      1.5     (0.1)
  Total Operating Expenses            32.8      30.7       2.1     95.0    104.8     (9.8)
Net gain from asset sales              0.1       0.3      (0.2)     0.4      4.3     (3.9)
  Operating Income                   $28.2     $31.6     ($3.4)   $87.4    $87.7    ($0.3)
Operating Statistics
Natural gas-transportation volumes
(MMdth)
 For unaffiliated customers          160.4     167.4      (7.0)   476.1    454.9     21.2
 For Questar Gas                      14.0      15.1      (1.1)    85.1     88.4     (3.3)
 For other affiliated customers        2.7       2.8      (0.1)     5.3      5.2      0.1
  Total Transportation               177.1     185.3      (8.2)   566.5    548.5     18.0
 Transportation revenue (per dth)    $0.24     $0.23     $0.01    $0.23    $0.24   ($0.01)
Firm daily transportation demand
at Sept. 30, (including White
River Hub of 1,005 in 2009 in
Mdth)                                4,208     3,150     1,058
Natural gas processing
 NGL sales (MMgal)                     3.2       2.4       0.8      8.9      6.4      2.5
 NGL sales price (per gal)           $1.05     $2.21    ($1.16)   $0.83    $1.98   ($1.15)

Questar 2009 Form 10-Q

Revenues

As of September 30, 2009, Questar Pipeline had firm-transportation contracts of 4,208 Mdth per day, including 1,005 Mdth per day from Questar Pipeline's 50% ownership of White River Hub, compared with 3,150 Mdth per day as of September 30, 2008. The White River Hub was placed in service in December 2008. Questar Pipeline has expanded its transportation system in response to growing regional natural gas production and transportation demand.

Questar Gas is one of Questar Pipeline's largest transportation customers with contracts for 901 Mdth per day. The majority of the Questar Gas transportation contracts extend through mid 2017.

Transportation revenues increased $1.4 million in the third quarter of 2009 compared to the third quarter of 2008 due to new transportation contracts. Transportation revenues were flat in the first nine months of 2009 compared to the same period of 2008 because the increased revenue in 2009 from new contracts was offset by an adjustment to an accrual for sharing of interruptible transportation revenues that was recorded in the first quarter of 2008.

Questar Pipeline owns and operates the Clay Basin underground storage complex in eastern Utah. This facility is 100% subscribed under long-term contracts. In addition to Clay Basin, Questar Pipeline also owns and operates three smaller aquifer gas storage facilities. Questar Gas has contracted for 26% of firm-storage capacity at Clay Basin for terms extending from 2013 to 2019 and 100% of the firm-storage capacity at the aquifer facilities for terms extending until 2018.

Questar Pipeline charges FERC-approved transportation and storage rates that are based on straight-fixed-variable rate design. Under this rate design, all fixed costs of providing service including depreciation and return on investment are recovered through the demand charge. About 95% of Questar Pipeline costs are fixed and recovered through these demand charges. Questar Pipeline's earnings are driven primarily by demand revenues from firm shippers. Since only about 5% of operating costs are recovered through volumetric charges, changes in transportation volumes do not have a significant impact on earnings.

NGL sales were $1.9 million lower in the third quarter of 2009 compared with the third quarter of 2008 and $5.3 million lower in the first nine months of 2009 compared with the first nine months of 2008. NGL volumes were 39% higher in the . . .

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