Converted by FileMerlin

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549



FORM 8-K

CURRENT REPORT



Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934



Date of Report - April 29, 2004
(Date of earliest event reported)



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

STATE OF UTAH                                        1-8796                                87-0407509

(State of other jurisdiction of            (Commission File No.)             (I.R.S. Employer

incorporation or organization)                                                          Identification No.)




#






P.O. Box 45433, 180 East 100 South Street, Salt Lake City, Utah 84145-0433
(Address of principal executive offices)


Registrant's telephone number, including area code (801) 324-5000


                                  Not Applicable                                  
(Former name or former address, if changed since last report)





Item 7.   Financial Statements and Exhibits.


          (c)   Exhibits.


Exhibit No.

Exhibit


         99.1

Release issued April 29, 2004, by Questar Corporation.



Item 12.   Results of Operations and Financial Condition.


          On April 29, 2004, Questar Corporation issued a press release announcing its earnings for the quarter ended March 31, 2004.  A copy of this press release is furnished as Exhibit 99.1 and is incorporated by reference.






SIGNATURE


          Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.





QUESTAR CORPORATION

   (Registrant)




April 29, 2004

/s/S.E. Parks                                 

S. E. Parks

Senior Vice President and

Chief Financial Officer




List of Exhibits:


Exhibit No.

Exhibit


        99.1

Release issued April 29, 2004 by Questar Corporation.








QUESTAR EARNINGS RISE ON HIGHER GAS PRICES, PRODUCTION

Gas and Oil Production Up 8% From A Year Earlier


SALT LAKE CITY  — Questar Corp. (NYSE:STR) reported an 18% increase in first-quarter 2004 net income over a year earlier, driven by higher nonregulated natural gas production and commodity prices.


The company reported net income of $76.1 million, or $0.89 per diluted share, in the quarter ended March 31, 2004, compared with $64.6 million, or $0.77 per diluted share, in the year-earlier period. First-quarter 2003 results reflected a $5.6 million, or $0.07-per-share, noncash charge for the cumulative effect of implementing SFAS 143, “Accounting for Asset Retirement Obligations.”


Net income for Questar Market Resources (QMR) – a subsidiary that conducts gas and oil development and production, gas gathering and processing, and other nonregulated activities – increased 39% to $40.3 million on the strength of higher gas and oil production and higher realized prices. QMR earned $28.9 million in the year-earlier quarter after a $5.1 million reduction for the cumulative effect of implementing the accounting change. Questar’s regulated businesses – interstate gas transmission and storage and retail gas distribution – earned a combined $34.4 million in first-quarter 2004, a 2% year-to-year increase.


There was an average of 85.2 million common diluted shares outstanding in the 2004 quarter versus 83.5 million shares outstanding a year earlier.


Keith O. Rattie, Questar chairman, president and CEO, said: “Nonregulated production grew 8% in the first quarter, driven by our Pinedale and Midcontinent projects. We’re on track to grow nonregulated production at least 8% this year to approximately 100 billion cubic feet equivalent (bcfe),” he said.


“We now expect 2004 earnings to range from $2.40 to $2.55 per share, a $0.10-per-share increase from our previous guidance,” Rattie said. He noted that because the company has hedged about three-fourths of its remaining 2004 natural gas and oil production, current-year results are less sensitive to price volatility than in prior years. The company’s guidance also assumes that Questar Gas, a gas-distribution utility, will be allowed to recover ongoing gas-processing costs once a four-year-old dispute in the state of Utah is resolved. The guidance excludes the potential reversal of $26.4 million in accruals to date for a possible refund liability in the gas-processing dispute.


NONREGULATED ACTIVITIES


QMR’s nonregulated production totaled 25.4 bcfe in first-quarter 2004 compared with 23.5 bcfe a year earlier, an 8% increase. Gas production rose 9% to 21.9 bcf, while oil and natural gas liquids (NGL) production improved 3% to 587,000 barrels.


Pinedale nonregulated production more than doubled to 6.1 bcfe versus 3 bcfe in the 2003 period. This excludes 3.5 bcfe produced by Wexpro on behalf of Questar Gas. QMR had 76 producing Pinedale wells at quarter’s end – 25 more than a year earlier. QMR plans to drill 30 wells at Pinedale in 2004 and estimates that it has as many as 355 well locations yet to drill on its Pinedale acreage. Most of these locations are on federal lands managed by the Bureau of Land Management (BLM). Currently, drilling activity is restricted during the winter due to wildlife concerns. However, last year QMR demonstrated the technical and commercial feasibility of pad drilling at Pinedale. The company believes that pad drilling – in which multiple directional wells are drilled from a single pad – and other mitigation measures effectively address wildlife concerns. Accordingly, QMR recently asked the BLM to waive winter restrictions on the company’s acreage.  Under the proposal, QMR would operate three active pads with two drilling rigs per pad during the winter beginning in 2004/2005 in exchange for QMR’s commitment to implement a comprehensive mitigation plan.


QMR’s Midcontinent operations – primarily in Oklahoma, Texas and Louisiana – grew gas and oil production 12% to 8.6 bcfe in the 2004 quarter. Growth is coming primarily from two projects initiated during 2003, the Hartshorne coalbed-methane project in the Arkoma Basin of eastern Oklahoma and in-fill drilling in the Elm Grove field in northwestern Louisiana.


Production from QMR’s properties in the Uinta Basin of eastern Utah declined from 8.4 bcfe in first-quarter 2003 to 6.3 bcfe in the current-year period. First-quarter 2003 production benefited from high initial-flow rates from wells that were returned to production after being shut in for part of 2002 due to low Rockies gas prices. Annual production from QMR’s Uinta Basin properties peaked last year at 29 bcfe and is expected to decline 10 to 15% during 2004. Most of the expected 2004 decline has already occurred in the first quarter.



QMR’s average realized price for natural gas was $4.05 per thousand cubic feet (Mcf) in first-quarter 2004, 15% higher than the $3.52 per Mcf realized in the year-earlier period. Rockies production contributed 66% of QMR’s nonregulated production and benefited from a narrowing basis differential (the difference between Rocky Mountain prices and the Henry Hub reference price). Rockies basis differential returned to a more-normal $0.75 per Mcf in first-quarter 2004 compared with $2.85 in the 2003 period. The May 2003 completion of a major pipeline expansion eliminated a regional transportation bottleneck that had contributed to a wider basis differential.


Realized oil and NGL prices increased 19% to $29.46 per barrel in the first quarter of 2004 versus a year ago.


About 83% of QMR’s first-quarter 2004 nonregulated gas production was hedged (pre-sold) at an average of $4.09 per Mcf net to the well. Net-to-the-well prices reflect adjustments for regional basis, gathering and processing, and btu content. QMR also hedged about 29% of its oil and NGL production during the 2004 quarter at an average net-to-the-well price of $30.90 per barrel. QMR may hedge up to 100% of forecast production from proved-developed reserves when commodity prices are attractive. QMR hedges production to lock in acceptable returns on invested capital and protect cash flows and earnings from gas and oil price declines. A summary of the company’s current hedges is provided at the end of this release.


Wexpro – a QMR subsidiary that develops gas supplies on behalf of Questar’s utility affiliate – earned $9 million in the 2004 quarter, 18% more than a year earlier. Wexpro earns a specified return on its investment base, which grew 6% to $169 million in the current-year quarter compared with a year earlier.


Net income for QMR subsidiary Questar Gas Management (QGM) – which conducts gas gathering and processing – increased to $5.3 million in first-quarter 2004 from $3.6 million in the 2003 period. Gathering volumes rose 13% to 58.6 million decatherms (MMdth) in the current-year quarter primarily due to development at the Pinedale and Jonah fields in western Wyoming. QGM’s 50% interest in Rendezvous Gas Services earned $849,000 in the 2004 quarter compared to $626,000 a year earlier. Rendezvous provides gas-gathering services for the Pinedale-Jonah producing areas.


REGULATED BUSINESSES


Questar Pipeline – which provides gas-transmission and storage services in several western states – earned $8.1 million in the current-year quarter compared with $7.9 million in the 2003 period. Revenues grew 5% to $40.3 million in the current quarter from $38.5 million in the 2003 period.  This revenue growth resulted from new contracts for firm capacity. As a result, Questar Pipeline’s average revenue per dth increased 9% to $0.25. Operating and maintenance costs increased 6% in first-quarter 2004 versus a year earlier and 8% over the past 12 months. Higher costs were due to increased maintenance and higher employee benefit, insurance and pipeline-safety expenses.


During first quarter 2004, Questar Pipeline signed long-term contracts to support a $54 million expansion of its central Utah pipeline system.  The expansion will add more than 100 Mdth per day of capacity from the Piceance and Uinta basins to the Kern River pipeline, electric-generation facilities, and Questar Gas’s distribution system. Questar Pipeline will start construction in the summer of 2005 for a late-2005 in-service date.


Questar Gas – which provides retail gas-distribution service in Utah and portions of Wyoming and Idaho – earned $26.3 million in first-quarter 2004, a 2.4% year-to-year increase. Questar Gas’s margins increased 1% in first-quarter 2004 compared to the year-earlier quarter but decreased 2% over the 12 months ended March 31, 2004. Temperature-adjusted usage per customer decreased 5% in the 2004 quarter versus a year ago and 2% in the 12-month period. On March 31, 2004, Questar Gas was serving 776,000 homes and businesses, 3% more than a year earlier.


CORPORATE AND OTHER OPERATIONS


Net income from Corporate and Other Operations was $1.4 million in first-quarter 2004 compared with $2.1 million in the prior-year period.


Current Hedge Positions March 31, 2004

  
        
 

Gas Hedges 2004

Bcf

 

Price (per Mcf) (net to well)

  

Rocky Mountains

   
   

2nd quarter

10.7

 

$3.70

   

2nd half

 

21.0

 

$3.69

   

Apr. - Dec. 04

31.7

 

$3.69

  

Midcontinent

    
   

2nd quarter

6.0

 

$4.53

   

2nd half

 

12.1

 

$4.53

   

Apr. - Dec. 04

18.1

 

$4.53

  

Total

    
   

2nd quarter

16.7

 

$4.00

   

2nd half

 

33.1

 

$4.00

   

Apr. - Dec. 04

49.8

 

$4.00

        
 

Gas Hedges 2005

Bcf

 

Price (per Mcf) (net to well)

  

Rocky Mountains

   
   

1st half

 

14.8

 

$3.93

   

2nd half

 

15.0

 

$3.93

   

Year

 

29.8

 

$3.93

  

Midcontinent

    
   

1st half

 

7.7

 

$4.44

   

2nd half

 

7.9

 

$4.44

   

Year

 

15.6

 

$4.44

  

Total

    
   

1st half

 

22.5

 

$4.11

   

2nd half

 

22.9

 

$4.11

   

Year

 

45.4

 

$4.11

        
 

Gas Hedges 2006

Bcf

 

Price (per Mcf) (net to well)

  

Rocky Mountains

   
   

1st half

 

2.1

 

$4.09

   

2nd half

 

2.1

 

$4.09

   

Year

 

4.2

 

$4.09

  

Midcontinent

    
   

1st half

 

1.6

 

$4.81

   

2nd half

 

1.7

 

$4.81

   

Year

 

3.3

 

$4.81

  

Total

    
   

1st half

 

3.7

 

$4.41

   

2nd half

 

3.8

 

$4.41

   

Year

 

7.5

 

$4.41

        
 

Oil Hedges 2004

Mbbl

 

Price (per bbl) (net to well)

  

Rocky Mountains

   
   

2nd quarter

334

 

$30.96

   

2nd half

 

552

 

$30.91

   

Apr. - Dec. 04

886

 

$30.93

  

Midcontinent

    
   

2nd quarter

91

 

$31.22

   

2nd half

 

184

 

$31.22

   

Apr. - Dec. 04

275

 

$31.22

  

Total

    
   

2nd quarter

425

 

$31.01

   

2nd half

 

736

 

$30.99

   

Apr. - Dec. 04

1,161

 

$31.00

        
 

Oil Hedges 2005

Mbbl

 

Price (per bbl) (net to well)

  

Rocky Mountains

   
   

1st half

 

91

 

$29.80

   

2nd half

 

92

 

$29.80

   

Year

 

183

 

$29.80

  

Midcontinent

    
   

1st half

 

90

 

$30.20

   

2nd half

 

92

 

$30.20

   

Year

 

182

 

$30.20

  

Total

    
   

1st half

 

181

 

$30.00

   

2nd half

 

184

 

$30.00

   

Year

 

365

 

$30.00


Questar is an integrated natural gas company with $4.0 billion in enterprise value. Headquartered in Salt Lake City, Questar engages in gas and oil development and production; gas gathering, processing and marketing; interstate gas transmission and storage; and retail gas distribution.  


Forward-looking Statements


This release contains certain forward-looking statements within the meaning of the federal securities laws. Such statements are based on management's current expectations, estimates and projections, which are subject to a wide range of uncertainties and business risks. Factors that could cause actual results to differ from those anticipated are discussed in the company's periodic filings with the Securities and Exchange Commission, including its annual report on Form 10-K for the year ended Dec. 31, 2003. Subject to the requirements of otherwise applicable law, the company cannot be expected to update the statements contained in this news release or take actions described herein or otherwise currently planned.

For more information, visit Questar's internet site at: www.questar.com.


QUESTAR CORPORATION

    

CONSOLIDATED STATEMENTS OF INCOME

   

(Unaudited)

    
     
 

3 Months Ended

12 Months Ended

 

March 31,

March 31,

 

       2004

       2003

      2004

      2003

 

(in thousands, except per share amounts)

REVENUES

    

  Market Resources

 $     234,054

 $     213,193

 $     772,363

 $     610,511

  Questar Pipeline

18,013

18,136

74,858

71,909

  Questar Gas

306,879

234,514

691,156

567,391

  Corporate and other operations

4,670

3,961

18,623

18,127

     

    TOTAL REVENUES

563,616

469,804

1,557,000

1,267,938

     

OPERATING EXPENSES

    

  Cost of natural gas and other products sold

266,259

201,341

607,359

418,555

  Operating and maintenance

78,429

73,837

288,858

284,124

  Depreciation, depletion and amortization

52,269

47,938

196,713

187,583

  Distribution rate-refund obligation

1,490

 

26,429

 

  Exploration

1,087

1,170

4,415

4,508

  Abandonment and impairment of gas,

    

     oil and other properties

4,406

483

8,074

11,360

  Production and other taxes

22,886

17,160

76,407

49,943

     

    TOTAL OPERATING EXPENSES

426,826

341,929

1,208,255

956,073

     

    OPERATING INCOME

136,790

127,875

348,745

311,865

     

Interest and other income

1,824

2,593

6,666

51,854

Earnings from unconsolidated affiliates

1,310

1,036

5,282

12,156

Minority interest

(270)

77

(125)

408

Debt expense

(17,516)

(18,916)

(69,336)

(80,001)

     

   INCOME BEFORE INCOME TAXES

    

AND CUMULATIVE EFFECT

122,138

112,665

291,232

296,282

Income taxes

46,005

42,463

106,105

105,339

     

INCOME BEFORE CUMULATIVE EFFECT

76,133

70,202

185,127

190,943

     

Cumulative effect of accounting change

    

for asset-retirement obligations, net of

    

income taxes of $3,331

 

(5,580)

 

(5,580)

           NET INCOME

 $       76,133

 $       64,622

 $     185,127

 $     185,363

     

BASIC EARNINGS PER COMMON SHARE

    

Income before cumulative effect

 $           0.91

 $           0.86

 $           2.22

 $           2.33

Cumulative effect

 

(0.07)

 

(0.07)

Net income

 $           0.91

 $           0.79

 $           2.22

 $           2.26

     

DILUTED EARNINGS PER COMMON SHARE

   

Income before cumulative effect

 $           0.89

 $           0.84

 $           2.18

 $           2.30

Cumulative effect

 

(0.07)

 

(0.07)

Net income

 $           0.89

 $           0.77

 $           2.18

 $           2.23

Weighted average common shares outstanding

   

Used in basic calculation

83,374

82,222

83,143

81,972

Used in diluted calculation

85,168

83,453

84,776

82,903

     

Dividends per common share

 $         0.205

 $         0.185

 $           0.80

 $           0.73


QUESTAR CORPORATION

    

SELECTED FINANCIAL AND OPERATING RESULTS

   

(Unaudited)

    
 

3 Months Ended

12 Months Ended

 

March 31,

March 31,

 

     2004

     2003

     2004

     2003

 

(in thousands, except per share amounts)

FINANCIAL RESULTS

    
     

REVENUES FROM UNAFFILIATED CUSTOMERS

   

  Market Resources

 $       234,054

 $       213,193

 $       772,363

 $       610,511

  Questar Pipeline

18,013

18,136

74,858

71,909

  Questar Gas

306,879

234,514

691,156

567,391

  Corporate and other operations

4,670

3,961

18,623

18,127

 

 $       563,616

 $       469,804

 $    1,557,000

 $    1,267,938

     

REVENUES FROM AFFILIATED COMPANIES

   

  Market Resources

 $         34,357

 $         26,449

 $       125,414

 $       105,125

  Questar Pipeline

22,293

20,339

83,811

75,954

  Questar Gas

1,137

889

2,452

2,264

  Corporate and other operations

6,527

7,737

28,989

32,067

 

 $         64,314

 $         55,414

 $       240,666

 $       215,410

     

OPERATING INCOME

    

  Market Resources

 $         69,323

 $         59,557

 $       220,111

 $       161,338

  Questar Pipeline

18,287

18,285

71,098

68,729

  Questar Gas

47,899

48,706

50,578

74,170

  Corporate and other operations

1,281

1,327

6,958

7,628

 

 $       136,790

 $       127,875

 $       348,745

 $       311,865

     

INCOME BEFORE CUMULATIVE EFFECT

   

OF ACCOUNTING CHANGE

    

  Market Resources

 $         40,255

 $         34,049

 $       127,309

 $       114,376

  Questar Pipeline

8,113

8,053

30,362

33,244

  Questar Gas

26,311

26,004

20,823

34,237

  Corporate and other operations

1,454

2,096

6,633

9,086

 

 $         76,133

 $         70,202

 $       185,127

 $       190,943

     

NET INCOME

    

  Market Resources

 $         40,255

 $         28,936

 $       127,309

 $       109,263

  Questar Pipeline

8,113

7,920

30,362

33,111

  Questar Gas

26,311

25,670

20,823

33,903

  Corporate and other operations

1,454

2,096

6,633

9,086

 

 $         76,133

 $         64,622

 $       185,127

 $       185,363

     

EARNINGS PER COMMON SHARE - DILUTED

   

Income before accounting change

 $             0.89

 $             0.84

 $             2.18

 $             2.30

Net income

 $             0.89

0.77

2.18

2.23

     

Weighted avg. diluted common shares

85,168

83,453

84,776

82,903

     

Dividends per common share

 $           0.205

 $           0.185

 $             0.80

 $             0.73

     


QUESTAR CORPORATION

    

SELECTED FINANCIAL AND OPERATING RESULTS

   

(Unaudited)

    
 

3 Months Ended

12 Months Ended

 

March 31,

March 31,

OPERATING STATISTICS  

             2004

             2003

             2004

            2003

 

(d = 10, M = 1,000)

MARKET RESOURCES

    

  Nonregulated production volumes

    

    Natural gas (MMcf)

21,888

20,104

80,595

79,771

    Oil and natural gas liquids (Mbbl)

587

572

2,339

2,589

    Total production (bcfe)

25.4

23.5

94.6

95.3

    Average daily production (MMcfe)

279

262

259

261

     

  Nonregulated sales price, net to the well

    

  Average realized sales price (including hedges)

   

    Natural gas (per Mcf)

$4.05

$3.52

$3.76

$2.86

    Oil and natural gas liquids (per bbl)

$29.46

$24.71

$24.59

$21.79

     

  Average sales price (without hedges)

    

    Natural gas (per Mcf)

$4.72

$4.21

$4.30

$2.76

    Oil and natural gas liquids (per bbl)

$31.85

$31.14

$28.67

$25.96

     

  Natural gas gathering volumes (Mdth)

    

    For unaffiliated customers

34,294

28,325

120,742

111,905

    For Questar Gas

9,757

11,583

39,742

40,045

    For other affiliated customers

14,558

12,092

48,617

42,841

      Total gathering

58,609

52,000

209,101

194,791

    Gathering revenue (per dth)

$0.21

$0.19

$0.20

$0.17

     

  Wexpro investment base, net (million)

$169.0

$159.3

  
     

  Marketing volumes (Mdthe)

21,855

21,311

80,740

82,662

     

QUESTAR PIPELINE

    

  Natural gas transportation volumes (Mdth)

   

      For unaffiliated customers

53,734

65,516

244,317

258,183

      For Questar Gas

49,876

39,532

116,064

99,879

      For other affiliated customers

4,260

3,677

26,807

9,168

        Total transportation

107,870

108,725

387,188

367,230

    Transportation revenue (per dth)

$0.25

$0.23

$0.27

$0.27

     

QUESTAR GAS

    

  Natural gas volumes (Mdth)

    

    Residential and commercial sales

41,684

35,468

90,609

82,903

    Industrial sales

3,014

3,227

9,400

10,516

    Transportation for industrial customers

9,938

9,552

38,727

44,151

      Total deliveries

54,636

48,247

138,736

137,570

     

  Natural gas revenue (per dth)

    

    Residential and commercial

$6.79

$6.08

$6.84

$6.01

    Industrial sales

$5.52

$4.30

$5.11

$3.96

    Transportation for industrial customers

$0.19

$0.19

$0.19

$0.16

  Heating degree days

    

    colder (warmer) than normal

13%

(11%)

4%

(8%)

  Temperature-adjusted usage per

    

    customer (dth)

49.3

52.1

116.1

118.6

  Customers at March 31,

    

    Residential and commercial

775,031

752,148

  

    Industrial

1,235

1,286

  

           Total

776,266

753,434