Use these links to rapidly review the documentTABLE OF CONTENTS ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

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SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

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FORM 10-K

|(Mark One) |                                                                                                                                      
|---------- | -------------------------------------------------------------------------------------------------------------------------------------
|ý          | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2002     
|OR        
|o          | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD
FROM            TO

Commission File No. 0-14147

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

|State of Utah(State or other jurisdiction of incorporation or organization)                      |  | 87-0307414(I.R.S. Employer Identification No.)
|------------------------------------------------------------------------------------------------ |  | ----------------------------------------------
|180 East 100 South, P.O. Box 45360, Salt Lake City, Utah(Address of principal executive offices) |  | 84145-0360(Zip code)                          
|Registrant's telephone number, including area code:(801) 324-5555                               

SECURITIES
REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: None

SECURITIES
REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: None

SECURITIES
REGISTERED PURSUANT TO THE SECURITIES ACT OF 1933: Medium Term Notes, Series A, 5.85% to 7.55% due 2008 to 2018

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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 ý No o

State
the aggregate market value of the voting stock held by nonaffiliates of the registrant as of February 28, 2003. $0.

Indicate
the number of shares outstanding of each of the registrant's classes of common stock, as of February 28, 2003: 6,550,843 shares of Common Stock, $1.00 par value. (All
shares are owned by Questar Regulated Services Company.)

Registrant
meets the conditions set forth in General Instruction (I)(1)(a) and (b) of Form 10-K and is therefore filing this Form 10-K Report
with the reduced disclosure format.

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TABLE OF CONTENTS



|Heading         |  |                                                                                     
|--------------- |  | ------------------------------------------------------------------------------------
|PART I         
|Items 1. and 2. |  | BUSINESS AND PROPERTIES                                                             
|                |  | General                                                                             
|                |  | Transmission System                                                                 
|                |  | Transportation Service                                                              
|                |  | Storage/Processing                                                                  
|                |  | New Projects                                                                        
|                |  | Regulation                                                                          
|                |  | Competition                                                                         
|                |  | Employees                                                                           
|                |  | Relationships with Affiliates                                                       
|Item 3.         |  | LEGAL PROCEEDINGS                                                                   
|Item 4.         |  | SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS                                 
|PART II        
|Item 5.         |  | MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS               
|Item 6.         |  | (Omitted)                                                                           
|Item 7.         |  | MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION
|Item 7A.        |  | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK                          
|Item 8.         |  | FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA                                         
|Item 9.         |  | CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
|PART III       
|Items 10-13.    |  | (Omitted)                                                                           
|PART IV        
|Item 14         |  | EXHIBITS AND REPORTS ON FORM 8-K                                                    
|SIGNATURES     

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FORM 10-K

ANNUAL REPORT, 2002

PART I

ITEMS 1 AND 2. BUSINESS AND PROPERTIES.

General

Questar Pipeline Company ("Questar Pipeline" or the "Company") is an interstate pipeline company whose core pipeline systems are located in the Rocky Mountain
states of Utah, Wyoming, and Colorado. It also provides storage services in Utah and Wyoming. The Company is an affiliate of Questar Corporation ("Questar"), an integrated natural gas company. As a
"natural gas company," the Company is subject to regulation by the Federal Energy Regulatory Commission (the "FERC") pursuant to the Natural Gas Act of 1938, as amended.

Questar
Pipeline, as an open-access pipeline, transports gas for affiliated and unaffiliated customers. It also owns and operates the Clay Basin storage facility, which is a
large underground storage project in northeastern Utah, and other underground storage operations in Utah and Wyoming. Through a subsidiary, the Company owns a pipeline system (Southern Trails) that
extends from the San Juan Basin to Long Beach, California. The Company, through a subsidiary, also owns and operates a processing plant. The Company, through subsidiaries, owns Overthrust Pipeline
Company ("Overthrust").

Questar
Pipeline is a wholly-owned subsidiary of Questar Regulated Services Company ("Regulated Services"), which is a wholly-owned subsidiary of Questar. Other entities within the
Regulated Services group include Questar Gas Company ("Questar Gas"), a local distribution company, and Questar Energy Services, Inc. ("QES"), an entity created to market additional
energy-related services and products. All Regulated Services companies are managed by a common group of officers, which increases administrative efficiency.

The
Company has significant business relationships with its affiliates, particularly Questar Gas. Questar Gas has reserved approximately 849,000 decatherms ("Dth") per day of firm
transportation capacity on Questar Pipeline's transmission system to serve the needs of its 750,128 customers in Utah, southwestern Wyoming, and southeastern Idaho. (A Dth is the amount of heat energy
equal to 10 therms or one million British thermal units ("Btu")). Questar Gas also contracts for additional capacity during the heating season and has an additional 50,000 Dth per day during December,
January and February. Questar Gas has also contracted for firm storage capacity available at Clay Basin and has storage contracts at smaller peaking storage reservoirs. Through a subsidiary, Questar
Pipeline has a processing plant that extracts carbon dioxide from gas volumes delivered to Questar Gas.

Questar
Pipeline transports natural gas owned by Questar Gas and produced from properties operated by Wexpro Company ("Wexpro"), another affiliate, as well as natural gas volumes
purchased directly by Questar Gas from field producers and other suppliers. The Company also transports volumes that are produced by Questar Exploration and Production Company ("Questar E&P") and
marketed by Questar Energy Trading Company ("Questar Energy Trading"), which are two affiliates in

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Questar's Market Resources segment. The following diagram sets forth the corporate structure of the Company and certain affiliates:

GRAPHIC

The
major activities of Questar Pipeline are described in more detail below:

Transmission System

The Company's core transmission system is strategically located in the Rocky Mountains near large reserves of natural gas. It is referred to as a "hub and spoke"
system, rather than a "long-line" pipeline, because of its physical configuration, multiple interconnections to other interstate pipeline systems, and
access to major producing areas. Questar Pipeline's transmission system has connections with the pipeline systems of Colorado Interstate Gas Company ("CIG"); the middle segment of the

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Trailblazer Pipeline System ("Trailblazer") owned by Wyoming Interstate Company, Ltd. ("WIC"); The Williams Companies Inc. ("Williams"); Kern River Gas Transmission Company ("Kern
River"), and the TransColorado pipeline owned by Kinder Morgan, Inc. These connections have opened markets outside Questar Gas's service area for the Company and allow it to transport gas for
others.

The
Company's core transmission system includes 1,978 miles of transmission lines that link various producers of natural gas with Questar Gas's distribution facilities in Utah and
Wyoming and interconnect with other pipelines. (This total transmission mileage includes pipelines associated with the Company's storage fields and tap lines.) The system includes two major segments,
often referred to as the northern and southern systems, which are linked together. The northern segment extends from northwestern Colorado through southwestern Wyoming into northern Utah; the southern
segment of the transmission system extends from western Colorado to Payson, in central Utah. The two portions are linked together and have significant connections with other pipeline systems, making
it a fully integrated system.

Questar
Pipeline's Main Line 104 was operational throughout 2002. This 24-inch line extends from Price, Utah, near the Ferron area of coalbed methane gas, to Questar Gas's
system at Payson, Utah and to the Kern River pipeline near Elberta, Utah. Capacity on this line is fully subscribed.

This
mileage figure includes Overthrust Pipeline, which is 88 miles in length and begins in southwestern Wyoming. During late 2002, the Company acquired the remaining 10 percent
interest in the partnership that was organized to construct, own, and operate this pipeline, which is the western-most segment in the Trailblazer pipeline system.

The
mileage figure, however, does not include the 488-mile eastern zone of Southern Trails system that became operational in 2002. This zone runs from the Blanco hub area in
the San Juan Basin to multiple delivery points inside the California state line. Questar Pipeline, during 2002, also put the eastern segment of the Southern Trails pipeline system service. This
segment runs from the Blanco hub area in San Juan Basin to multiple delivery points inside the California state line. Questar Pipeline completed the project of reconditioning the line, which was
originally used as a liquids line, adding compressor stations, installing additional delivery and receipt points, and building a connection to the TransColorado pipeline. The segment's daily capacity
of 80,000 Dth is fully subscribed under transportation contracts that will expire in 2007.

Effective
October 1, 2002, Questar Pipeline sold Questar TransColorado, Inc. ("QTC"), which was a wholly-owned subsidiary that had a 50 percent interest in the
TransColorado pipeline project. The entity was sold to Kinder Morgan, Inc. and its affiliates (collectively "Kinder Morgan") for $105.5 million, after a lengthy and complex litigation
with Kinder Morgan, its former partner. The parties negotiated the transaction after the trial court issued an order dated August 26, 2002, affirming QTC's contractual
right to exercise its put to Kinder Morgan. The TransColorado pipeline is 292 miles in length, originates at a point on Questar Pipeline's system 25 miles east of Rangely in northwestern Colorado and
ends at the Blanco hub in northwestern New Mexico.

During
2002, the TransColorado pipeline had positive income for the first time in its four years of operation because the basis differentials for Rocky Mountain volumes were sufficient
to motivate producers and marketing companies to incur additional transportation costs in order to move such volumes to pipeline connections in the San Juan Basin.

The
Kern River pipeline transports gas from Wyoming to the enhanced oil recovery projects in Kern County, California. A major expansion of Kern River is scheduled to be in service by
mid-2003. The pipeline runs through Utah's Wasatch Front, making it possible for some large industrial customers to bypass both Questar Gas and Questar Pipeline by buying transportation
service on Kern River. The connection between Main Line 104 and Kern River permits additional opportunities for producers and marketers to move gas to Kern River. The Kern River line has diverted some
transportation volumes

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from both Questar Pipeline and Overthrust. The Kern River line, on the other hand, has also provided Questar Pipeline with opportunities to make additional connections with outside markets.

Questar
Pipeline owns and operates a major compressor complex near Rock Springs, Wyoming, that compresses volumes of gas from the transmission system for delivery to WIC and to CIG. The
complex has become a major delivery point on Questar Pipeline's system, with five of its major natural gas lines connected to the system at the complex. In addition, both of CIG's Wyoming pipelines
and the WIC segment are connected to the complex.

The
Company's pipelines, compressor stations, regulator stations, and other transmission-related facilities are constructed on properties held under long-term easements,
rights of way, or fee interests sufficient for the conduct of its business activities.

Transportation Service

Questar Pipeline's largest single transportation customer is its affiliate, Questar Gas. During 2002, the Company transported 111.7 million decatherms
("MMdth") for Questar Gas, compared to 110.2 MMdth in 2001. These transportation volumes include Questar Gas's cost-of-service gas produced by Wexpro and volumes purchased by
Questar Gas directly from field producers and other suppliers.

The
Company's primary transportation agreement with Questar Gas expires June 30, 2017. Questar Gas paid an annual reservation charge of approximately $52.4 million to the
Company in 2002, which
includes reservation charges attributable to firm and "no-notice" transportation. Questar Gas only needs its total reserved capacity during peak-demand situations. When it is
not fully utilizing its capacity, Questar Gas releases the capacity to others, primarily industrial transportation customers and marketing entities.

The
Company recovers approximately 96 percent of its transmission cost of service through reservation charges from firm transportation customers. In other words, these customers
pay primarily for access to transportation capacity. Consequently, the Company's throughput volumes do not have a significant effect on its short-term operating results. Questar Pipeline's
transportation revenues are not significantly affected by fluctuating demand based on the vagaries of weather or gas prices. The Company's revenues would vary with throughput if the FERC changes its
basic regulatory scheme of "straight fixed-variable" rates.

The
Company's total system throughput increased from 312.8 MMdth in 2001 to 362.9 MMdth in 2002. This throughput figure includes volumes transported for nonaffiliated customers, which
increased from 195.6 MMdth in 2001 to 245.1 MMdth in 2002.

Questar
Pipeline's transmission system is an open-access system. The Company's tariff provisions require it to transport gas on a nondiscriminatory basis when it has
available transportation capacity. The Company does have opportunities for interruptible transportation services.

Storage/Processing

Questar Pipeline's Clay Basin storage facility in northeastern Utah is the largest underground storage reservoir in the Rocky Mountains. The facility has a total
capacity of 117.5 billion cubic feet ("Bcf") and a working gas capacity of 51.4 Bcf. Clay Basin has been operational since 1977 and has been successfully expanded several times.

Clay
Basin's firm storage capacity is fully subscribed by customers under long-term agreements. Questar Gas currently has 13.4 MMdth of working gas capacity at Clay Basin.
Other large customers include Williams; Puget Sound Energy Company, which is a distribution utility in the state of Washington; and Duke Energy Trading and Marketing L.L.C. Storage service is
important to distribution companies that need to match annual gas purchases with fluctuating customer demand,

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improve service reliability, and avoid imbalance penalties. Questar Pipeline offers interruptible storage service at Clay Basin and also allows firm storage service customers the right to release
their injection and withdrawal rights to other parties.

The
Company, during 2002, began offering a specified hub service known as "parking" and "loaning" at Clay Basin. Questar Pipeline's central location, connections to multiple lines and
the accessibility of storage capacity enabled it to increase its revenues by offering this service.

During
2002, Questar Pipeline did not proceed with developing a salt-cavern storage project located near Evanston, Wyoming, when it did not obtain sufficient market support
in a low-price environment. The Company continued to evaluate the technical feasibility of the project.

The
Company also owns and operates three smaller storage reservoirs. These projects were developed specifically to serve Questar Gas's needs, and Questar Gas contracts 100 percent
of their currently available working gas capacity. These small reservoirs are used primarily to supplement Questar Gas's gas supply needs on peak-demand days.

Questar
Pipeline's storage facilities are certificated by the FERC, and its rates for storage service (based on operating costs and investment in plant plus an allowed rate of return)
are subject to approval by the FERC.

Through
its subsidiaryQuestar Transportation Services CompanyQuestar Pipeline also owns gathering lines and a processing plant near Price, Utah that removes
carbon dioxide from coalbed methane gas in order to raise the Btu content enough to be safely and efficiently used in appliances in Questar Gas's service area.

New Projects

Questar Pipeline has announced plans to build a 16-mile, 24-inch line that extends west from the Overthrust line to interconnect with the
Company's system in 2003. The line will enhance the reliability of Questar Pipeline's northern system and will provide additional flexibility to move volumes on Overthrust. Questar Pipeline also plans
to provide additional delivery capacity to the Kern River line through new and expanded connections in southwestern Wyoming.

Marketing
constraints and California regulators have prevented the Company from developing the 210-mile western segment of Southern Trails that runs from the California
border to Long Beach. While redoubling efforts to pursue natural gas markets on the California portion of Southern Trails, Questar Pipeline is exploring other options, including sale or alternative
uses, for the western segment.

Regulation

The Company is a natural gas company under the Natural Gas Act and is subject to the jurisdiction of the FERC as to rates and charges for storage and
transportation of gas in interstate commerce, construction of new storage and transmission facilities, extensions or abandonments of service and facilities, accounts and records, and depreciation and
amortization policies. Questar Pipeline holds certificates of public convenience and necessity granted by the FERC for the transportation and underground storage of natural gas in interstate commerce
and for the facilities required to perform such operations.

Questar
Pipeline does not currently plan to file a general rate case in 2003. It, however, will continue to review its revenues and costs as it adds new facilities that are not
included in its rate base and makes expenditures to comply with regulatory mandates.

Some
of Questar Pipeline's customers have experienced credit problems as their debt ratings have been downgraded. Questar Pipeline has required these customers to provide additional
security consistent with the terms of existing tariff provisions.

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Questar
Pipeline and its affiliates in the Regulated Services group have actively opposed certain portions of the FERC's efforts to broaden the scope of its regulations that are
currently limited to "marketing affiliates." The FERC issued a Notice of Proposed Rulemaking in September of 2001, in which it proposed rules that would require pipelines to comply with certain
"nondiscriminatory" standards when dealing with "energy company affiliates," a term that was more broadly defined to include local distribution companies such as Questar Gas. At the current time,
local distribution company affiliates, such as Questar Gas, that do not engage in unregulated gas sales are exempt from the FERC's standards. The Company believes that the current exemption should be
continued. If adopted, the FERC's proposed rules would diminish the Company's operational efficiencies and increase its costs because QRS provides gas control, administrative, engineering, technical,
accounting, legal, and regulatory services to both Questar Pipeline and Questar Gas.

Questar
Energy Trading and Questar Gas Management Company are marketing affiliates of Questar Pipeline. These entities do not share any officers or directors with Questar Pipeline. The
Company requires its employees to deal with these entities as marketing affiliates.

Under
the Natural Gas Pipeline Safety Act of 1968, as amended, the Company is subject to the jurisdiction of the Department of Transportation ("DOT") with respect to safety requirements
in the design, construction, operation and maintenance of its transmission and storage facilities. The new Pipeline Safety Improvement Act of 2002 imposes new requirements on Questar Pipeline. It
tightens federal inspections and safety requirements and increases civil penalties that may be assessed by the Department of Transportation. The new safety requirements include integrity assessments
of all
interstate and intrastate pipelines located in high-density population areas. The Company also complies with the DOT's drug and alcohol testing regulations.

In
addition to the regulations discussed above, Questar Pipeline's activities in connection with the operation and construction of pipelines and other facilities for transporting or
storing natural gas are subject to extensive environmental regulation by state and federal authorities, including state air quality control boards, the Bureau of Land Management, the Forest Service,
the Corps of Engineers, and the Environmental Protection Agency. These compliance activities increase the cost of planning, designing, installing and operating facilities.

Competition

Questar Pipeline intends to continue a strategy of concentrating on projects within its core area of operations in the Rocky Mountains. The Rocky Mountain area
produces more gas volumes that it can use and lacks sufficient pipeline capacity to move such volumes outside the area. The Kern River expansion provides opportunities for Questar Pipeline to build
additional lines and install additional delivery points for gas volumes to move to Kern River. Questar Pipeline has faced significant market risks, partner disputes, and regulatory complications when
it has tried to extend its footprint to other areas, as illustrated with its involvement in the TransColorado pipeline project and the Southern Trails pipeline into California.

The
Company actively competes with other interstate pipelines for transportation volumes throughout the Rocky Mountain region. Questar Pipeline has two key assets that contribute to its
continued success. It has a strategically located and integrated, low-cost transmission system with interconnections to major pipeline systems and with access to major producing areas and
markets. Questar Pipeline also has the Clay Basin storage facility, a storage reservoir that has been successfully operated since 1977, which has been expanded in response to interest from customers
and is fully subscribed by firm-service customers under contracts that are generally long-term in nature.

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Employees

As of December 31, 2002, the Company and a wholly-owned subsidiary had 144 employees, compared to 145 employees as of year-end 2001. Regulated
Services, the Company's parent, had 369 employees at year-end 2002, compared to 361 at year-end 2001, who perform specified services for Questar Pipeline and other members of
the group. None of these employees is represented under collective bargaining agreements. The Company participates in the comprehensive benefit plans of Questar and pays the share of costs
attributable to its employees covered by such plans. Questar Pipeline's employee relations are generally deemed to be satisfactory.

Relationships with Affiliates

There are significant business relationships between the Company and its affiliates, particularly Questar Gas. Some of these relationships are described above.
See Note 8 of the Consolidated Financial Statements included under Item 8 of this report for additional information concerning transactions between the Company and its affiliates.

The
Company obtains data processing and communication services from an affiliate, Questar InfoComm Inc. Regulated Services, the Company's parent, has employees who perform
administrative, engineering, accounting, marketing, budget, tax, and legal services for all entities within it, including Questar Pipeline. Questar also provides certain administrative
servicesgovernmental affairs, financial, and auditto the Company and other members of the consolidated group. A proportionate share of the costs associated with such services
is directly billed or allocated to Questar Pipeline.

ITEM 3. LEGAL PROCEEDINGS.

There are various legal proceedings pending against the Company. Although it is too early to estimate the outcome of the various cases filed against Questar
Pipeline and its affiliates, management believes that the outcome of these cases will not have a material adverse effect on the Company's financial position, operating results or liquidity.
Significant cases are discussed below.

Grynberg.Questar Pipeline is involved in three separate lawsuits filed by Jack Grynberg, an independent producer. One case,
United States ex rel. Grynberg v. Questar Corp., involves claims filed by Grynberg under the Federal False Claims Act and is substantially similar to
other cases filed against pipelines and their affiliates that have all been consolidated for discovery and pre-trial motions in Wyoming's federal district court. The cases involve
allegations of industry-wide mismeasurement of natural gas volumes on which royalty payments are due the federal government. Grynberg has filed an appeal from the order issued by the trial
judge dismissing his valuation claims from the lawsuits. To sustain claims under the False Claims Act, Grynberg must demonstrate that he is the original source of information concerning the
allegations and that he has "direct and independent knowledge" of the claimed mismeasurement practices. The Company and its affiliates participate in a joint defense group that is attacking Grynberg's
eligibility to bring such claims.

On
March 21, 2003, the Utah Supreme Court substantially upheld the trial court's order granting summary judgment to the Questar defendants inGrynberg v.
Questar Pipeline. This cased involved claims that several Questar defendants mismeasured the heating content of gas volumes attributable to Gynberg's working interest in
specified wells located in southwestern Wyoming, committed fraud, and breached fiduciary responsibilities. Specifically, the Court ruled Grynberg's contract claims were time-barred, the
economic loss doctrine precludes him from bringing tort claims based on contractual responsibilities, he is not a third party beneficiary of his operator's contracts, Questar defendants do
not owe him fiduciary responsibilities, and there was no equitable tolling of the applicable statutes of limitations. The Utah Supreme Court did rule that Grynberg was not collaterally estopped from
presenting a contract termination issue that had previously been ruled on by a Wyoming federal district

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court judge and remanded the case to the trial court to determine whether any contractual claims remain.

The
third case,Grynberg and L & R Exploration Venture v. Questar Pipeline Co.,is pending in a Wyoming federal district court
against Questar Gas, as the successor to the named Questar Pipeline's interest in gas purchase contracts. This case involves some of the same allegations that were heard in an earlier case, e.g.,
breach of contract, intentional interference with a contract, but Grynberg added claims of antitrust and fraud. In June of 2001, the judge entered an order granting the motion for partial summary
judgment filed by the Questar defendants dismissing the antitrust claims from the case, but has not ruled on other motions for summary judgment dealing with ratable take and fraud.

Gas Pipelines.Questar Pipeline and several affiliates are among the numerous defendants in this case, which is currently
named asPrice v. Gas Pipelines, that has been filed against the pipeline industry. Pending in a Kansas state district court, this case is similar to
the cases filed by Grynberg, but the allegations of a conspiracy by the pipeline industry to set standards that result in the systematic mismeasurement of natural gas volumes and resulting
underpayment of royalties are made on behalf of private and state lessors, rather than on behalf of the federal government. The defendants are opposing class certification and requesting dismissal for
lack of personal jurisdiction against any defendants, including most of the named Questar parties, that do not conduct business activities in Kansas.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

The Company did not submit any matters to a vote of its stockholder during the last quarter of 2002.

PART II

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

The Company's outstanding shares of common stock, $1.00 par value, are currently owned by Regulated Services. Information concerning the dividends paid on such
stock and the Company's ability
to pay dividends is reported in the Statements of Shareholder's Equity and Notes to Financial Statements included in Item 8.

ITEM 6. SELECTED FINANCIAL DATA.

The Company, as the wholly-owned subsidiary of a reporting person under the Securities and Exchange Act of 1934 (the "Act"), is entitled to omit the information
requested in this Item.

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ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINALCIAL CONDITION AND RESULTS OF OPERATION.

RESULTS OF OPERATIONS

Questar Pipeline and its subsidiaries conduct interstate natural gas-transmission, storage, processing and gathering operations. Following is a
summary of financial results and operating information:

|                                          |                                | Year Ended December 31, 
|----------------------------------------- | ------------------------------ | ------------------------
|
|
|OPERATING INCOME                          |                                |                         
|Revenues                                  |                                |                         
|                                          | Transportation                 |                         
|                                          | Storage                        |                         
|                                          | Processing                     |                         
|                                          | Other                          |                         
|                                          |                                |                         
|                                          |                                | Total revenues          
|Operating expenses                        |                                |                         
|                                          | Operating and maintenance      |                         
|                                          | Depreciation and amortization  |                         
|                                          | Other taxes                    |                         
|                                          |                                |                         
|                                          |                                | Total operating expenses
|                                          |                                |                         
|                                          |                                |                         
|                                          |                                |                         
|OPERATING STATISTICS                      |                                |                         
|Natural gas-transportation volumes (Mdth) |                                |                         
|                                          | For unaffiliated customers     |                         
|                                          | For Questar Gas                |                         
|                                          | For other affiliated customers |                         
|                                          |                                |                         
|                                          |                                | Total transportation    
|                                          |                                |                         
|                                          | Transportation revenue (dth)   |                         

Revenues

Questar Pipeline reported higher revenues in 2002 when compared with 2001 due to increased transportation activities, a new park-and-loan
storage service, and higher natural gas-gathering volumes. Questar Pipeline has expanded its transportation system in response to a growing regional energy-transportation demand. In
November 2001, the company placed Main Line 104 into service. Main Line 104 has a capacity of 322,000 dth per day. In June 2002, the company placed into service the eastern zone of the
Southern Trails Pipeline with a daily capacity of 80,000 dth. Service for both pipelines is fully subscribed. Transportation volumes increased 16% in 2002 over 2001, and approximately 94% of the
volumes transported were under firm contracts. Questar Pipeline initiated a park-and-loan service at its Clay Basin storage facility in July 2002 that added revenues of
$1.2 million. Gas-gathering revenues from Questar Transportation Services (QTS), a subsidiary of Questar Pipeline, increased $1.5 million. In June 2002, QTS placed the
Huntington lateral into service. The Huntington lateral is a nonFERC jurisdictional gathering line in central Utah.

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As
of December 31, 2002, approximately 84% of Questar Pipeline's transportation system was reserved by firm-transportation customers under contracts with varying terms
and lengths. Questar Gas continues to be Questar Pipeline's single largest transportation customer, accounting for 65% of the reservation charges in 2002. Questar Gas has reserved transportation
capacity of 899,000 dth per day, including 50,000 dth per day winter peaking service. This represents 58% of the total reserved daily-transportation capacity as of December 31, 2002. A majority
of Questar Gas's transportation contracts extend to 2017.

Questar
Pipeline's primary storage facility at Clay Basin is 100% subscribed under long-term contracts. A majority of the storage contracts have terms in excess of eight
years. Questar Gas has contracted for 26% of firm-storage capacity for terms extending from 2008 to 2019.

A
QTS-owned processing plant removes carbon dioxide from a portion of the Questar Pipeline gas stream, including coal-seam gas produced in the Ferron area of
central Utah. The plant is located on Questar Pipeline's southern system near Price, Utah. Questar Gas accounts for 95% of the plant's revenues.

Operating expenses

Operating and maintenance expenses and depreciation expenses increased in 2002 compared with 2001 primarily because of the 12 months of operations of Main
Line 104 and the startup of the eastern zone of the Southern Trails Pipeline. Higher operating and maintenance expenses included legal costs for
defense in the TransColorado case, which also represented a significant increase in expenses in 2001 compared with 2000.

TransColorado litigation

On October 20, 2002, the complex legal issues between the partners of TransColorado Gas Transmission Company were resolved with the sale of Questar
TransColorado and its 50% interest in the TransColorado Pipeline to Kinder Morgan. The sale was negotiated after a Colorado judge declared that Questar TransColorado's right to put (sell) its 50%
interest in the pipeline to an affiliate of Kinder Morgan was valid and enforceable. Questar TransColorado was a wholly owned subsidiary of Questar Pipeline.

Interest and other income

Interest and other income was lower in 2002 when compared with 2001 because of an asset impairment and lower AFUDC (capitalized financing costs on construction
projections). Questar Pipeline's interest in the TransColorado Pipeline was written down by $3 million in anticipation of the sale. AFUDC was $1.7 million lower in 2002 compared to 2001
and $2.5 million higher in 2001 compared to 2000.

Operations of unconsolidated affiliates

The company's share of the TransColorado partnership's earnings was a pretax profit of $6.9 million in 2002 compared with a $2.2 million loss in
2001. The pipeline operated near capacity in the second and third quarters of 2002 as a result of the wide basis differentials between gas prices in the Rockies and the San Juan Basin. Earnings from
the Overthrust Pipeline partnership were $860,000 in 2002, $1.1 million in 2001 and $1.2 million in 2000. In 2002, Questar Pipeline sold its interest in the TransColorado Pipeline and
acquired the remaining interest in Overthrust Pipeline.

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Debt expense

Debt expense increased 42% in 2002 compared to 2001 because of higher short-term debt. In October 2002, Questar Pipeline used the
$105.5 million proceeds from the sale of TransColorado to reduce short-term debt. Debt expense was 4% lower in 2001 compared to 2000 mainly from replacing higher rate debt with
lower rate debt.

Income taxes

The effective combined federal and state income tax rate was 35.4% in 2002, 37.1% in 2001 and 31.5% in 2000. The income tax rate in 2000 was below the federal
statutory rate of 35% primarily due to a Colorado state income tax credit amounting to $3.2 million, derived from conducting business in a designated enterprise zone.

LIQUIDITY AND CAPITAL RESOURCES
Operating Activities

|                                            |  | Year Ended December 31,
|------------------------------------------- |  | -----------------------
|
|
|Net income                                  |  | $                      
|Noncash adjustments to net income           |  |                        
|Changes in operating assets and liabilities |  |                        
|                                            |  |                        
|Net cash provided from operating activities |  | $                      
|                                            |  |                        

Net
cash provided from operating activities decreased 22% in 2002 compared with 2001 as a result of timing differences associated with payments to vendors. Net cash provided from
operating activities increased 11% in 2001 compared with 2000 primarily due to the timing of payments associated with capital expenditures in 2001, partially offset by lower collections from customer
accounts.

Investing Activities

Following is a summary of capital expenditures for 2002, 2001 and a forecast for 2003 expenditures:

|                               |  | Year Ended December 31,
|------------------------------ |  | -----------------------
|
|
|Transmission system            |  | $                      
|Storage                        |  |                        
|Partnerships                   |  |                        
|Southern Trails Pipeline       |  |                        
|Gathering and processing plant |  |                        
|General                        |  |                        
|                               |  |                        
|                               |  | $                      
|                               |  |                        

In
2002, a Questar Pipeline subsidiary completed construction on the eastern zone of the Southern Trails Pipeline, which extends 488 miles west from the Four Corners region to the
California border for a total cost of $110 million.

---

Financing Activities

In
2002, net cash provided from operating activities and borrowings from Questar funded capital expenditures. Questar Pipeline used the proceeds from asset sales to repay
$100 million of floating rate debt borrowed for a 12-month period. Net cash provided from operating activities and a net increase in debt, enabled Questar Pipeline to fund record
2001 capital expenditures and pay dividends. Forecasted 2003 capital expenditures are expected to be financed from net cash flow provided from operations and borrowing from Questar.

In
2001, Questar Pipeline issued 10-year medium-term notes for $100 million with a coupon rate of 7.09% and $80 million with a coupon rate of 6.57%.
The funds were used to refinance debentures of $30 million at 97/8% and $85 million at 93/8% and to finance a portion of capital expenditures and
partnership investments.

Questar
makes loans to Questar Pipeline under a short-term borrowing arrangement. At December 31, Questar Pipeline owed Questar $74.8 million with an interest
rate of 1.64% in 2002 and $18.3 million with an interest rate of 2.31% at 2001.

At
December 31, 2002, the company reported negative working capital of $65.7 million primarily as a result of short-term debt used to fund capital expenditures.

In
November 2002, Moody's downgraded debt ratings of Questar and subsidiaries one level after completing a review that began May 2, 2002. Moody's established an A2 senior
unsecured debt rating for Questar Pipeline. Also, Moody's established a stable outlook for each Questar entity. A lower debt rating may increase the company's cost of debt; however, Moody's revised
ratings are solidly investment grade. Standard & Poor's has assigned an A+ to the long-term debt issued by Questar Pipeline. Standard & Poor's has a negative outlook.

Questar
Pipeline's capital structure at year-end 2002 consisted of 55% long-term debt and 45% common shareholder's equity.

Critical Accounting Policies

The
company's consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States. The preparation of consolidated financial
statements requires management to make assumptions and estimates that affect the reported results of operations and financial position. Management believes that the following accounting policies may
involve a higher degree of complexity and judgment on the part of management.

Rate Regulation

Regulatory agencies establish rates for the storage and transportation of natural 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 return on investment. Questar
Pipeline follows Statement of Financial Accounting Standard (SFAS) 71, "Accounting for the Effects of Certain Types of Regulation" that requires the recording of regulatory assets and liabilities by
companies subject to cost-based regulation. The Federal Energy Regulatory Commission (FERC) has approved the recording of regulatory assets and liabilities.

Group Depreciation

Questar Pipeline uses group depreciation for the majority of their fixed assets. Under this policy, assets are depreciated in groups of similar assets rather than
on an individual-asset basis. When an

---

asset is retired, the original cost and a like amount of accumulated depreciation are removed from the books. The method has the typical impact of increasing depreciation expense from what would be
recognized under the individual-asset method, and eliminating gains and losses when a group-depreciated asset is retired. Assets that can be separately identified, such as buildings, vehicles and
computers, are depreciated on an individual-asset basis. The FERC has approved the use of group depreciation.

New Accounting Standard

SFAS 143, "Accounting for Asset Retirement Obligations," was issued in June of 2001. SFAS 143 addresses the financial accounting and reporting of
the fair value of legal obligations associated with the retirement of tangible long-lived assets. The new standard requires that plant abandonment costs be estimated at fair value,
capitalized and depreciated over the life of the related assets. Recognition of abandonment costs for a majority of the gas transportation and storage properties will be postponed indefinitely due to
the nature of the assets as defined by SFAS 143. The company has not completed its evaluation of the impact of SFAS 143. SFAS 143 is effective beginning January 1, 2003.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

All of the company's long-term debt is borrowed at fixed rates. As the need arises, the company borrows funds on a short-term basis with
variable-interest rates.

Forward-Looking Statements

This report includes "forward-looking statements" within the meaning of Section 27(A) of the Securities Act of 1933, as amended, and Section 21(E)
of the Securities Exchange Act of 1934, as amended. All statements other than statements of historical facts included or incorporated by reference in this report, including, without limitation,
statements regarding the company's future financial position, business strategy, budgets, projected costs and plans and objectives of management for future operations, are forward-looking statements.
In addition, forward-looking statements generally can be identified by the use of forward-looking terminology such as "may," "will," "could," "expect," "intend," "project," "estimate," "anticipate,"
"believe," "forecast," or "continue" or the negative thereof or variations thereon or similar terminology. Although these statements are made in good faith and are reasonable representations of the
company's expected performance at the time, actual results may vary from management's stated expectations and projections due to a variety of factors.

Important
assumptions and other significant factors that could cause actual results to differ materially from those expressed or implied in forward-looking statements include:

Changes
in general economic conditions;

Changes
in rate-regulatory policies;

Rate
of inflation and interest rates;

Assumptions
used in business combinations;

Weather
and other natural phenomena;

The
effect of environmental regulation;

Changes
in customers' credit ratings, including energy merchants;

Competition
from other forms of energy, other pipelines and storage facilities;

The
effect of accounting policies issued periodically by accounting standard-setting bodies;

Adverse
repercussion from terrorist attacks or acts of war;

---

Adverse
changes in the business or financial condition of the company; and

Lower
credit ratings.

---



ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Financial Statements:



|Report of Independent Auditors                                                
|------------------------------------------------------------------------------
|Statements of Income, three years ended December 31, 2002                     
|Balance Sheets at December 31, 2002 and 2001                                  
|Statements of Common Shareholders' Equity, three years ended December 31, 2002
|Statement of Cash Flows, three years ended December 31, 2002                  
|Notes to Financial Statements                                                 

Financial Statement Schedules:

For the three years ended December 31, 2002

All
other schedules are omitted because they are not applicable or the required information is shown in the Financial Statements or Notes thereto.

---



Report of Independent Auditors

Board
of Directors
Questar Pipeline Company

We
have audited the accompanying consolidated balance sheets of Questar Pipeline Company and subsidiaries as of December 31, 2002 and 2001, and the related consolidated statements
of income, shareholder's equity, and cash flows for each of the three years in the period ended December 31, 2002. These financial statements are the responsibility of the company's management.
Our responsibility is to express an opinion on these financial statements based on our audits.

We
conducted our audits in accordance with the auditing standards generally accepted in the United States. Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe
that our audits provide a reasonable basis for our opinion.

In
our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Questar Pipeline Company and subsidiaries at
December 31, 2002 and 2001, and the consolidated results of their operations and their cash flows for each of the three years in the period ended December 31, 2002, in conformity with
accounting principles generally accepted in the United States.

|/s/ Ernst & Young LLPErnst & Young LLP
Salt Lake City, UT
March 26, 2003 |  | 
|------------------------------------------------------------------------ |  | 

---



QUESTAR PIPELINE COMPANY AND SUBSIDIARIES  CONSOLIDATED STATEMENTS OF INCOME

|                                                             |                               | Year Ended December 31,  |        
|------------------------------------------------------------ | ----------------------------- | ------------------------ | -------
|
|
|REVENUES                                                     |                               |                          |        
|                                                             | From unaffiliated customers   |                          | $      
|                                                             | From affiliates               |                          |        
|                                                             |                               |                          |        
|                                                             |                               | TOTAL REVENUES           |        
|OPERATING EXPENSES                                           |                               |                          |        
|                                                             | Operating and maintenance     |                          |        
|                                                             | Depreciation and amortization |                          |        
|                                                             | Other taxes                   |                          |        
|                                                             |                               |                          |        
|                                                             |                               | TOTAL OPERATING EXPENSES |        
|                                                             |                               |                          |        
|                                                             |                               | OPERATING INCOME         |        
|INTEREST AND OTHER INCOME                                    |                               |                          | 515    
|EARNINGS (LOSS) FROM OPERATIONS OF UNCONSOLIDATED AFFILIATES |                               |                          | 7,800  
|DEBT EXPENSE                                                 |                               |                          | (23,995
|                                                             |                               |                          |        
|INCOME BEFORE INCOME TAXES                                   |                               |                          | 50,505 
|INCOME TAXES                                                 |                               |                          | 17,897 
|                                                             |                               |                          |        
|                                                             | NET INCOME                    |                          | $      
|                                                             |                               |                          |        

See
notes to consolidated financial statements.

---

QUESTAR PIPELINE COMPANY AND SUBSIDIARIES  CONSOLIDATED BALANCE SHEETS

|                                        |                                                                                                            | December 31,                     
|--------------------------------------- | ---------------------------------------------------------------------------------------------------------- | ---------------------------------
|
|
|ASSETS                                  |                                                                                                            |                                  
|CURRENT ASSETS                          |                                                                                                            |                                  
|                                        | Cash and cash equivalents                                                                                  |                                  
|                                        | Accounts receivable                                                                                        |                                  
|                                        | Accounts receivable from affiliates                                                                        |                                  
|                                        | Federal income taxes recoverable                                                                           |                                  
|                                        | Materials and supplies, at lower of average cost or market                                                 |                                  
|                                        | Prepaid expenses and other                                                                                 |                                  
|                                        |                                                                                                            |                                  
|                                        |                                                                                                            | TOTAL CURRENT ASSETS             
|PROPERTY, PLANT AND EQUIPMENT           |                                                                                                            |                                  
|                                        | Transmission                                                                                               |                                  
|                                        | Storage                                                                                                    |                                  
|                                        | Processing                                                                                                 |                                  
|                                        | General and intangible                                                                                     |                                  
|                                        | Construction work in progress                                                                              |                                  
|                                        |                                                                                                            |                                  
|                                        |                                                                                                            |                                  
|                                        | Less accumulated depreciation and amortization                                                             |                                  
|                                        |                                                                                                            |                                  
|                                        |                                                                                                            | NET PROPERTY, PLANT AND EQUIPMENT
|INVESTMENT IN UNCONSOLIDATED AFFILIATES |                                                                                                            |                                  
|OTHER ASSETS                            |                                                                                                            |                                  
|                                        | Regulatory assets                                                                                          |                                  
|                                        | Goodwill                                                                                                   |                                  
|                                        | Other noncurrent assets                                                                                    |                                  
|                                        |                                                                                                            |                                  
|                                        |                                                                                                            | TOTAL OTHER ASSETS               
|                                        |                                                                                                            |                                  
|                                        |                                                                                                            | $                                
|                                        |                                                                                                            |                                  
|LIABILITIES AND SHAREHOLDER'S EQUITY    |                                                                                                            |                                  
|CURRENT LIABILITIES                     |                                                                                                            |                                  
|                                        | Short-term debt                                                                                            |                                  
|                                        | Note payable to Questar                                                                                    |                                  
|                                        | Accounts payable and accrued expenses                                                                      |                                  
|                                        |                                                                                                            | Accounts and other payables      
|                                        |                                                                                                            | Accounts payable to affiliates   
|                                        |                                                                                                            | Federal income taxes             
|                                        |                                                                                                            | Other taxes                      
|                                        |                                                                                                            | Interest                         
|                                        |                                                                                                            |                                  
|                                        |                                                                                                            |                                  
|                                        |                                                                                                            |                                  
|                                        |                                                                                                            | TOTAL CURRENT LIABILITIES        
|LONG-TERM DEBT                          |                                                                                                            |                                  
|DEFERRED INCOME TAXES                   |                                                                                                            |                                  
|OTHER LIABILITIES                       |                                                                                                            |                                  
|COMMITMENTS AND CONTINGENCIES           |                                                                                                            |                                  
|COMMON SHAREHOLDER'S EQUITY             |                                                                                                            |                                  
|                                        | Common stockpar value $1 per share; authorized 25,000,000 shares; issued and outstanding 6,550,843 shares |                                  
|                                        | Additional paid-in capital                                                                                 |                                  
|                                        | Retained earnings                                                                                          |                                  
|                                        |                                                                                                            |                                  
|                                        |                                                                                                            | TOTAL COMMON SHAREHOLDER'S EQUITY
|                                        |                                                                                                            |                                  
|                                        |                                                                                                            | $                                
|                                        |                                                                                                            |                                  

See
notes to consolidated financial statements.

---



QUESTAR PIPELINE COMPANY AND SUBSIDIARIES  CONSOLIDATED STATEMENTS OF SHAREHOLDER'S EQUITY

|                             |                           | Common
Stock |       | Additional
Paid-in
Capital |   | Retained
Earnings |       
|---------------------------- | ------------------------- | ------------ | ----- | -------------------------- | - | ----------------- | ------
|
|Balance at January 1, 2000   |                           | $            | 6,551 |                            | $ | 82,034            |       
|                             | 2000 net income           |              |       |                            |   |                   |       
|                             | Issuance of common equity |              |       |                            |   |                   | 60,000
|                             | Cash dividends            |              |       |                            |   |                   |       
|                             |                           |              |       |                            |   |                   |       
|Balance at December 31, 2000 |                           |              | 6,551 |                            |   | 142,034           |       
|                             | 2001 net income           |              |       |                            |   |                   |       
|                             | Cash dividends            |              |       |                            |   |                   |       
|                             |                           |              |       |                            |   |                   |       
|Balance at December 31, 2001 |                           |              | 6,551 |                            |   | 142,034           |       
|                             | 2002 net income           |              |       |                            |   |                   |       
|                             | Cash dividends            |              |       |                            |   |                   |       
|                             |                           |              |       |                            |   |                   |       
|Balance at December 31, 2002 |                           | $            | 6,551 |                            | $ | 142,034           |       
|                             |                           |              |       |                            |   |                   |       

See
notes to consolidated financial statements.

---



QUESTAR PIPELINE COMPANY AND SUBSIDIARIES  CONSOLIDATED STATEMENTS OF CASH FLOWS

|                                      |                                                                                    | Year Ended December 31,                                                   |                                            
|------------------------------------- | ---------------------------------------------------------------------------------- | ------------------------------------------------------------------------- | -------------------------------------------
|
|
|OPERATING ACTIVITIES                  |                                                                                    |                                                                           |                                            
|                                      | Net income                                                                         |                                                                           | $                                          
|                                      | Adjustments to reconcile net income to net cash provided from operating activities |                                                                           |                                            
|                                      |                                                                                    | Depreciation and amortization                                             |                                            
|                                      |                                                                                    | Deferred income taxes                                                     |                                            
|                                      |                                                                                    | (Earnings) loss from unconsolidated affiliates, net of cash distributions |                                            
|                                      |                                                                                    | Net (gain) loss from sale of properties                                   |                                            
|                                      |                                                                                    | Impairment of assets                                                      |                                            
|                                      |                                                                                    |                                                                           |                                            
|                                      |                                                                                    |                                                                           | 80,613                                     
|                                      | Changes in operating assets and liabilities                                        |                                                                           |                                            
|                                      |                                                                                    | Accounts receivable                                                       |                                            
|                                      |                                                                                    | Materials and supplies                                                    |                                            
|                                      |                                                                                    | Prepaid expenses and other                                                |                                            
|                                      |                                                                                    | Accounts payable and accrued expenses                                     |                                            
|                                      |                                                                                    | Federal income taxes                                                      |                                            
|                                      |                                                                                    | Other assets                                                              |                                            
|                                      |                                                                                    | Other liabilities                                                         |                                            
|                                      |                                                                                    |                                                                           |                                            
|                                      |                                                                                    |                                                                           | NET CASH PROVIDED FROM OPERATING ACTIVITIES
|INVESTING ACTIVITIES                  |                                                                                    |                                                                           |                                            
|                                      | Capital expenditures                                                               |                                                                           |                                            
|                                      |                                                                                    | Purchase of property, plant and equipment                                 |                                            
|                                      |                                                                                    | Other investments                                                         |                                            
|                                      |                                                                                    |                                                                           |                                            
|                                      |                                                                                    |                                                                           | Total capital expenditures                 
|                                      | Proceeds from (costs of) disposition of assets                                     |                                                                           |                                            
|                                      |                                                                                    |                                                                           |                                            
|NET CASH USED IN INVESTING ACTIVITIES |                                                                                    |                                                                           | 12,880                                     
|FINANCING ACTIVITIES                  |                                                                                    |                                                                           |                                            
|                                      | Issuance of common equity                                                          |                                                                           |                                            
|                                      | Change in short-term debt                                                          |                                                                           |                                            
|                                      | Change in note receivable from Questar                                             |                                                                           |                                            
|                                      | Change in note payable to Questar                                                  |                                                                           |                                            
|                                      | Issuance of long-term debt                                                         |                                                                           |                                            
|                                      | Repayment of long-term debt                                                        |                                                                           |                                            
|                                      | Payment of dividends                                                               |                                                                           |                                            
|                                      |                                                                                    |                                                                           |                                            
|                                      |                                                                                    | NET CASH PROVIDED FROM (USED IN) FINANCING ACTIVITIES                     |                                            
|                                      |                                                                                    |                                                                           |                                            
|                                      | Change in Cash and cash equivalents                                                |                                                                           |                                            
|                                      | Beginning Cash and cash equivalents                                                |                                                                           |                                            
|                                      |                                                                                    |                                                                           |                                            
|                                      | Ending Cash and cash equivalents                                                   |                                                                           | $                                          
|                                      |                                                                                    |                                                                           |                                            

---



QUESTAR PIPELINE COMPANY AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 1Summary of Accounting Policies

Principles of Consolidation:The consolidated financial statements contain the accounts of Questar Pipeline Company and
subsidiaries (the Company or Questar Pipeline). The company is a wholly owned subsidiary of Questar Regulated Services Company (Regulated Services). Regulated Services is a holding company and wholly
owned subsidiary of Questar Corporation (Questar). Regulated Services was organized in 1996 and provides the administrative, accounting, engineering, legal and regulatory functions for its three
subsidiaries, Questar Pipeline, Questar Gas Company (Questar Gas) and Questar Energy Services. Questar Pipeline provides storage and interstate gas transmission of natural gas. A subsidiary, Questar
Transportation Services (QTS), operates a plant that removes excess carbon dioxide from a portion of Questar Pipeline's system and provides gathering services. Overthrust Pipeline Company, a
subsidiary, operates the Overthrust Pipeline. Another subsidiary, Questar Southern Trails Pipeline Company (QSTP), purchased an oil pipeline and converted a portion of it to transport natural gas. QTS
and QSTP are wholly owned subsidiaries of Questar Pipeline. All significant intercompany transactions and balances have been eliminated in consolidation.

Investment in Unconsolidated Affiliates:Questar Pipeline uses the equity method to account for investments in affiliates in
which it does not have control. Generally, the company's investment in these affiliates equals the underlying equity in net assets.

Regulation:Questar Pipeline is regulated by the Federal Energy Regulatory Commission (FERC) which establishes rates for the
transportation and storage of natural gas. The FERC also regulates, 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 return on investment. The financial statements are presented in accordance with regulatory requirements.
Methods of allocating costs to time periods, in order to match revenues and expenses, may differ from those of nonregulated businesses because of cost allocation methods used in establishing rates.

Regulatory Assets and Liabilities:Questar Pipeline may be permitted to defer recognition of certain costs under regulatory
accounting rules. Gains and losses on the reacquisition of debt are deferred and amortized as debt expense over the would-be remaining life of the retired debt or the life of the
replacement debt in order to match regulatory treatment. The reacquired debt costs had a weighted average life of approximately 15 years as of December 31, 2002. The cost of the early
retirement windows offered to employees is capitalized and amortized over a five-year period, which will conclude in 2005. The company has adopted procedures with the FERC to include
under-and over-provided deferred taxes in customer rates on a systematic basis. Cumulative increases in deferred taxes are recorded as income taxes recoverable from customers.
A liability has been recorded for postretirement medical costs allowed in rates that exceed actual costs.

Use of Estimates:The preparation of financial statements in conformity with accounting principles generally accepted in the
United States requires management to make estimates and assumptions that affect the amounts of assets and liabilities and disclosure of contingent liabilities reported in the financial statements and
accompanying notes. Actual results could differ from those estimates.

Revenue Recognition:Revenues are recognized in the period that services are provided or products are delivered. While
transportation and storage operations are influenced by weather conditions, the straight fixed-variable rate design, which allows recovery of substantially all fixed costs in

---

the demand or reservation charge, reduces the earnings impact of weather conditions. Questar Pipeline periodically collects revenues subject to possible refunds pending orders from the FERC. The
company may establish reserves for revenues collected subject to refund.

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 investments in overnight securities made through commercial bank accounts that result in available funds the next business day.

Property, Plant and Equipment:Property, plant and equipment is stated at cost. The provision for depreciation is based upon
rates, which will systematically charge the costs of assets over their estimated useful lives. Major categories of fixed assets are grouped together for depreciation purposes. Salvage value is not
considered when determining depreciation rates under the group method. Gains and losses on asset disposals are recorded as adjustments to accumulated depreciation. The costs of property, plant and
equipment are depreciated in the financial statements using the straight-line method, generally ranging from 3% to 33% per year and averaging 3.2% in 2002, 2.9% in 2001 and 3.2% in 2000.

Test for Impairment of Long-Lived Assets:Properties are evaluated on a specific-asset basis or in groups of
similar assets, as applicable in accordance with Statement of Financial Accounting Standard (SFAS) 144, "Accounting for the Impairment or Disposal of Long-Lived Assets." An impairment is
indicated when a triggering event occurs and the estimated undiscounted future net cash flows of an evaluated asset are less than its carrying value. If an impairment is indicated, fair value is
calculated using a discounted cash flow approach. Cash flow estimates require forecasts and assumptions for many years into the future for a variety of factors including operating costs.

Goodwill and Other Intangible Assets:Intangible assets consist primarily of goodwill acquired through business combinations
completed after June 2001. The excess of the cost over the fair value of net assets of acquired businesses is recorded as goodwill. On January 1, 2002, the company adopted
SFAS 142, "Goodwill and Other Intangible Assets." According to SFAS 142, goodwill is no longer amortized, but is tested for impairment at a minimum of once a year or when an event
occurs. When a triggering event occurs, the undiscounted net cash flows of the asset or entity to which the goodwill relates are evaluated. If undiscounted cash flows are less than the carrying value
of the assets, an impairment is indicated. The amount of the impairment is measured using a discounted-cash-flow model considering pricing, operating costs, a
risk-adjusted discount rate and other factors.

Allowance for Funds Used During Construction:The company capitalizes the cost of capital during the construction period of
plant and equipment in accordance with FERC guidelines. Capitalized financing costs, called allowance for funds used during construction (AFUDC), consist of debt and equity portions. The debt portion
of AFUDC is recorded as a reduction of interest expense and the equity portion is recorded in other income. Debt expense was reduced by $1.1 million in 2002, $3.7 million in 2001 and
$3.3 million in 2000. AFUDC included in interest and other income amounted to $3.1 million in 2002, $4.8 million in 2001 and $2.3 million in 2000.

Income Taxes:The company accounts for income tax expense on a separate return basis. Pursuant to the Internal Revenue Code
and associated regulations, the company's operations are consolidated with those of Questar and its subsidiaries for income tax reporting purposes. The company receives payments from Questar for such
tax benefits as they are utilized on the consolidated return. Questar Pipeline records tax benefits as they are generated. Deferred income taxes have been provided for temporary difference caused by
the differences between the book and tax carrying amounts of assets and liabilities. These differences create taxable or tax deductible amounts for future periods.

---

New Accounting Standard:SFAS 143, "Accounting for Asset Retirement Obligations," was issued in June of 2001.
SFAS 143 addresses the financial accounting and reporting of the fair value of legal obligations associated with the retirement of tangible long-lived assets. The new standard
requires that plant abandonment costs be estimated at fair value, capitalized and depreciated over the life of the related assets. Recognition of abandonment costs for a majority of the gas
transportation and storage properties will be postponed indefinitely due to the nature of the assets as defined by SFAS 143. The
company has not completed its evaluation of the impact of SFAS 143. However, these expenses are noncash until abandonment takes place. SFAS 143 is effective beginning January 1,
2003.

Reclassifications:Certain reclassifications were made to the 2001 and 2000 financial statements to conform with the 2002
presentation.

Note 2Investment in Unconsolidated Affiliates

Questar Pipeline, indirectly through subsidiaries, had interests in businesses accounted for on the equity basis. TransColorado and Overthrust conducted
transportation activities. On October 20, 2002, Questar Pipeline sold Questar TransColorado, Inc., the company owning Questar's interest in the TransColorado Pipeline, to Kinder
Morgan, Inc. and affiliates for $105.5 million, effective October 1, 2002. In 2002, Questar Pipeline and affiliates acquired the final 28% partnership interest in the Overthrust
Pipeline Company (Overthrust) for $5.4 million. Accounting for Overthrust was changed from an unconsolidated affiliate to full consolidation as a result of acquiring controlling interest. The
purchase included $4.1 million of goodwill.

|                                         |  | Year Ended December 31, |       
|---------------------------------------- |  | ----------------------- | ------
|
|
|Transportation partnerships              |  |                         |       
|Revenues                                 |  | $                       | 24,992
|Operating income (loss)                  |  |                         | 14,732
|Income (loss) before income taxes        |  |                         | 14,791
|Current assets, at end of period         |  |                         |       
|Noncurrent assets, at end of period      |  |                         |       
|Current liabilities, at end of period    |  |                         |       
|Noncurrent liabilities, at end of period |  |                         |       
|Debt (included in current liabilities)   |  |                         |       

Note 3Regulatory assets and Liabilities

In addition to purchased-gas adjustments, the company has other regulatory assets and liabilities. The regulated entities recover these costs but do
not receive a return on these assets. A list of regulatory assets at December 31 follows:

|                                        |  | 2002 |        | 2001
|--------------------------------------- |  | ---- | ------ | ----
|
|Cost of reacquired debt                 |  | $    | 8,245  |     
|Income taxes recoverable from customers |  |      | 4,222  |     
|Early retirement costs                  |  |      | 1,197  |     
|Other                                   |  |      | 437    |     
|                                        |  |      |        |     
|                                        |  | $    | 14,101 |     
|                                        |  |      |        |     

The
company has accrued a regulatory liability for the collection allowed in rates of postretirement medical costs, which were in excess of actual charges. As of December 31, this
balance was $2.8 million

---

in 2002 and $2.2 million in 2001. Questar Pipeline has a regulatory liability for a refund of income taxes to customers amounting to $1.6 million. The balance will be refunded to
customers through 2016.

Questar
makes loans to Questar Pipeline under a short-term borrowing arrangement. Short-term notes payable to Questar totaled $74.8 million at
December 31, 2002 with an interest rate of 1.64% and $18.3 million with an interest rate of 2.31% at December 31, 2001.

In
November 2002, the company used the proceeds from the sale of TransColorado to repay $100 million that was borrowed on October 12, 2001. Questar Pipeline borrowed
$100 million of short-term debt with a variable rate of interest and used the proceeds to repay through a wholly-owned subsidiary, Questar TransColorado, Inc. (QTC), debt
owed by TransColorado Gas Transmission Company (TransColorado).

Questar
Pipeline's long-term debt of $310.4 million consists of medium-term notes with interest rates ranging from 5.85% to 7.55%, due 2008 to 2018. There
are no maturities of long-term debt for the five years following December 31, 2002 and no long-term debt provisions restricting the payment of dividends.

In
2001, Questar Pipeline issued 10-year medium-term notes for $100 million with a coupon rate of 7.09% and $80 million with a coupon rate of 6.57%.
The funds were used to refinance debentures of $30 million at 97/8% and $85 million at 93/8% and to finance a portion of capital expenditures and
partnership investments.

Cash
paid for interest was $24.9 million in 2002, $19.1 million in 2001 and $20.4 million in 2000.

Note 4Financial Instruments and Risk Management

The carrying amounts and estimated fair values of the company's financial instruments at December 31 were as follows:

|                      |                           | 2002 |   | 2001   
|--------------------- | ------------------------- | ---- | - | -------
|
|
|Financial assets      |                           |      |   |        
|                      | Cash and cash equivalents |      | $ | 4,153  
|Financial liabilities |                           |      |   |        
|                      | Notes payable to Questar  |      | $ | 74,800 
|                      | Short-term debt           |      |   |        
|                      | Long-term debt            |      |   | 310,058

The
company used the following methods and assumptions in estimating fair values: (1) Cash and cash equivalents and short-term loansthe carrying amount
approximates fair value; (2) Long-term debtthe fair value of long-term debt is based on discounted present value of cash flows using the company's current
borrowing rates. Fair value is calculated at a point in time and does not represent the amount the company would pay to retire the debt securities.

Credit Risk:Questar Pipeline's primary market is the Rocky Mountain and southwest regions of the United States. The
company's exposure to credit risk may be impacted by the concentration of customers in these regions due to changes in economic or other conditions. The company's customers may be affected differently
by changing conditions. Management believes that its credit-review procedures, letters of credit required from certain customers, and collection procedures have adequately provided for usual and
customary credit-related losses.

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Note 5Income Taxes

The
components of income taxes for years ended December 31 were as follows:

|        |          | 2002 |        | 2001   |   | 2000   |      
|------- | -------- | ---- | ------ | ------ | - | ------ | -----
|
|Federal |          |      |        |        |   |        |      
|        | Current  |      | $      | (124   | ) | $      | 6,523
|        | Deferred |      |        | 17,570 |   |        | 9,290
|State   |          |      |        |        |   |        |      
|        | Current  |      |        | (2,703 | ) |        | 476  
|        | Deferred |      |        | 3,154  |   |        | 1,228
|        |          |      |        |        |   |        |      
|        |          | $    | 17,897 |        | $ | 17,517 |      
|        |          |      |        |        |   |        |      

The
difference between the statutory federal income tax rate and the company's effective income tax rate is explained as follows:

|                                              |  | 2002 |   | 2001 |   | 2000 |  
|--------------------------------------------- |  | ---- | - | ---- | - | ---- | -
|
|Federal income taxes at 35%                   |  | 35.0 |   | 35.0 |   | 35.0 |  
|Increase (decrease) as a result of:           |  |      |   |      |   |      |  
|State income taxes, net of federal income tax |  | 0.6  |   | 2.4  |   | (3.2 | )
|Other                                         |  | (0.2 | ) | (0.3 | ) | (0.3 | )
|                                              |  |      |   |      |   |      |  
|Effective income tax rate                     |  | 35.4 |   | 37.1 |   | 31.5 |  
|                                              |  |      |   |      |   |      |  

Significant
components of the company's deferred income taxes at December 31 were as follows:

|                         |                                          | December 31,                        
|------------------------ | ---------------------------------------- | ------------------------------------
|
|
|Deferred tax liabilities |                                          |                                     
|                         | Property, plant and equipment            |                                     
|                         | Employee benefits and compensation costs |                                     
|                         |                                          |                                     
|                         |                                          | Total deferred tax liabilities      
|Deferred tax assets      |                                          |                                     
|                         | Tax credits carried forward              |                                     
|                         |                                          |                                     
|                         |                                          | Net deferred income taxesnoncurrent
|                         |                                          |                                     

Cash
paid for income taxes was $4.9 million in 2002, $5.3 million in 2001 and $1.8 million in 2000.

Note 6Litigation and Commitments

Grynberg.Questar defendants are involved in three separate lawsuits filed by Jack Grynberg, an independent producer. One
case involves claims filed by Grynberg under the federal False Claims Act and is substantially similar to other cases filed against pipelines and their affiliates that have all been consolidated for
discovery and pre-trial motions in Wyoming's federal district court. The cases involve allegations of industrywide mismeasurement of natural gas volumes on which royalty payments are due
the federal government. Grynberg has filed an appeal from the order issued by the trial judge dismissing his valuation claims from the lawsuits. To sustain claims under the False Claims Act, Grynberg
must demonstrate that he is the original source of information concerning the allegations and that he has "direct and independent knowledge" of the claimed mismeasurement practices. The

---

Questar defendants participate in a joint defense group that is challenging Grynberg's eligibility to bring such claims.

On
March 21, 2003, the Utah Supreme Court substantially upheld the trial court's order granting summary judgment to the Questar defendants in a second Grynberg case. The case
involves claims that several Questar entities mismeasured the heating content of gas volumes attributable to Grynberg's working interest in specified wells in southwestern Wyoming, committed fraud,
and breached fiduciary responsibilities. Specifically, the court ruled Grynberg's contract claims were time-barred, the economic loss doctrine precludes him from bringing tort claims based
on contractual responsibilities, he is not a third party beneficiary of his operator's contracts, Questar defendants do not owe him fiduciary responsibilities, and there was no equitable tolling of
the applicable statutes of limitations. The court also ruled that Grynberg was not collaterally estopped from presenting a contract termination issue that had been previously ruled on by a Wyoming
federal district court judge and remanded the case to the trial court to determine whether any contractual claims remain.

The
third case is pending in a Wyoming federal district court against several Questar defendants, including Questar Pipeline. This case involves some of the same allegations that were
heard in an earlier case between the parties, e.g., breach of contract, intentional interference with a contract, but Grynberg added claims of antitrust and fraud. In June of 2001, the judge entered
an order granting the motion for partial summary judgment filed by Questar Gas dismissing the antitrust claims from the case, but has not ruled on other motions for summary judgment dealing with
ratable take and fraud.

Gas Pipelines.Questar E&P, Questar Gas Management, Wexpro Co., Questar Gas and Questar Pipeline are among the numerous
defendants in a case filed against the pipeline industry. Pending in a Kansas state district court, this case is similar to the cases filed by Grynberg, but the allegations of a conspiracy by the
pipeline industry to set standards that result in the systematic mismeasurement of natural gas volumes and resulting underpayment of royalties are made on behalf of private and state lessors rather
than on behalf of the federal government. The numerous defendants are opposing class certification and are requesting dismissal for lack of personal jurisdiction of any defendants, including most of
the named Questar parties, that do not conduct business activities in Kansas.

Other Legal Proceedings

There are various other legal proceedings against Questar Pipeline. While it is not currently possible to predict or determine the outcomes of these proceedings,
it is the opinion of management that the outcomes will not have a material adverse effect on the company's results of operations, financial position or liquidity.

Note 7Employment Benefits

Pension Plan:Substantially all of Questar Pipeline's employees are covered by Questar's defined benefit pension plan.
Benefits are generally based on the employee's age at retirement, years of service and highest earnings in a consecutive 72 pay-period interval during the ten years preceding retirement.
The company's policy is to make contributions to the plan at least sufficient to meet the minimum funding requirements of the Internal Revenue Code. Plan assets consist principally of equity
securities and corporate and U.S. government debt obligations. The company relies on a third-party consultant to calculate the pension plan projected benefit obligation. Pension expense was
$1.3 million in 2002, $1.2 million in 2001 and $.4 million in 2000.

Questar
Pipeline's portion of plan assets and benefit obligations is not determinable because the plan assets are not segregated or restricted to meet the company's pension obligations.
If the company were to withdraw from the pension plan, the pension obligation for the company's employees would be retained by the pension plan. At December 31, 2002, Questar's accumulated
benefit obligation exceeded the fair value of plan assets.

---

Postretirement Benefits Other Than Pensions:Postretirement health-care benefits and life insurance are provided
only to employees hired before January 1, 1997. The company pays a portion of the costs of health-care benefits, as determined by an employee's years of service, and limited to 170%
of the 1992 contribution. The company's policy is to fund amounts allowable for tax deduction under the Internal Revenue Code. Plan assets consist of equity securities and corporate and U.S.
government debt obligations. The company is amortizing its transition obligation over a 20-year period, which began in 1992. The company relies on a third-party consultant to calculate the
projected benefit obligation. Earnings on investments exceeded costs by $.2 million in 2002, $.3 million in 2001 and $.4 million in 2000.

The
company's portion of plan assets and benefit obligations related to postretirement medical and life insurance benefits is not determinable because the plan assets are not segregated
or restricted to meet the company's obligations. At December 31, 2002, Questar's accumulated benefit obligation exceeded the fair value of plan assets.

Postemployment Benefits:The company recognizes the net present value of the liability for postemployment benefits, such as
long-term disability benefits and health-care and life-insurance costs, when employees become eligible for such benefits. Postemployment benefits are paid to former
employees after employment has been terminated but before retirement benefits are paid. The company accrues both current and future costs. Questar Pipeline's postemployment liability at
December 31 was $.3 million in 2002 and 2001.

Employee Investment Plan:Questar Pipeline participates in Questar's Employee Investment Plan which allows eligible employees
to purchase shares of Questar Corporation common stock or other investments through payroll deduction. The company matches 80% of employees' pretax purchases up to a maximum of 6% of their qualifying
earnings. In addition, each year the Company makes a
nonmatching contribution of $200 to each eligible employee. The company's expense equals its matching contribution. The company's expense amounted to $.4 million, $.4 million and
$.3 million for the years ended December 31, 2002, 2001 and 2000, respectively.

Note 8Related-Party Transactions

Regulated Services provides administrative, technical, accounting, legal and regulatory support to Questar Pipeline at its cost. Regulated Services also obtains
data processing and communication services from an affiliate, Questar InfoComm Inc., which are allocated to Questar Pipeline. Regulated Services charged Questar Pipeline $19.4 million in
2002, $21 million in 2001, and $18.8 million in 2000. The majority of these costs are allocated and included in operating and maintenance expenses. The allocation methods are based on
several methods based on the nature of the charges. Management believes that the allocation methods are reasonable.

Questar
Pipeline receives a substantial portion of its revenues from Questar Gas Company. Revenues received from Questar Gas amounted to $73.2 million in 2002,
$72.9 million in 2001 and $73.7 million in 2000. The company also received revenues from other affiliated companies totaling $3.4 million in 2002, $2.6 million in 2001 and
$2.8 million in 2000.

Questar
performs certain administrative functions for Questar Pipeline. The company was charged for its allocated portion of these services that totaled $2.0 million in 2002,
$2.6 million in 2001 and $3 million in 2000. These costs are included in operating and maintenance expenses and are allocated based on each affiliate's proportional share of revenues,
net of gas costs; property, plant and equipment; and payroll. Management believes that the allocation method is reasonable.

Questar
InfoComm Inc. is an affiliated company that provides data processing and communication services to Questar Pipeline. Direct charges paid by the company to Questar InfoComm
amounted to $7.2 million in 2002, $4.3 million in 2001 and $9 million in 2000.

---

Questar
Pipeline has a 10-year lease with an option for renewal with an affiliate for some space in an office building located in Salt Lake City, Utah. Rent expense was
$.7 million, $.7 million and $.6 million in 2002, 2001, and 2000, respectively. The annual lease payment for each of the five years following 2002 is $.7 million.

The
company incurred debt expense payable to Questar of $1.1 million in 2002, $.3 million in 2001 and $.8 million in 2000 and received interest income amounting to
$.7 million in 2001 and $.2 million in 2000.

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ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

The Company has not changed its independent auditors or had any disagreements with them concerning accounting matters and financial statement disclosures within
the last 24 months.

PART III

The Company, as the wholly-owned subsidiary of a reporting company under the Act, as amended, is entitled to omit all information requested in Part III
(Items 10-13).

PART IV

ITEM 14. EXHIBITS AND REPORTS ON FORM 8-K.

(a)(3)Exhibits.
The following is a list of exhibits required to be filed as a part of this report in Item 14(c).

|Exhibit No. |  | Description                                                                                                                                                                                                                                                                                                  
|----------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|2.*(1)      |  | Agreement of Transfer among Mountain Fuel Supply Company, Entrada Industries, Inc. and Mountain Fuel Resources, Inc., dated July 1, 1984. (Exhibit No. 2. to Registration Statement No. 2-96102
filed February 27, 1985.)                                                                                    
|3.*         |  | Restated Articles of Incorporation dated November 17, 1995. (Exhibit No. 3. to Form 10-K Annual Report for 1995.)                                                                                                                                                                                            
|3.3.*       |  | Bylaws (as amended on August 11, 1992). (Exhibit No. 3. to Form 10-Q Report for quarter ended June 30, 1992.)                                                                                                                                                                                                
|4.1.*(2)    |  | Indenture dated as of August 17, 1998, with First Security Bank, N.A., as Trustee, for Debt Securities. (Exhibit No. 4.01. to Registration Statement on Form S-3 (No. 333-61621) filed August 17, 1998.)                                                                                                     
|10.1*       |  | Agreement for the Transfer of Assets between Questar Pipeline Company and Questar Gas Management Company, as amended, effective March 1, 1996. (Exhibit No. 10.11. to Form 10-K Annual Report for 1996.)                                                                                                     
|10.2*(3)    |  | Asset Purchase Agreement dated October 23, 1998, between Questar Line 90 Company, a wholly-owned subsidiary, and ARCO Pipeline Company. (Exhibit No. 10.5. to Form 10-Q Report for quarter ended September 30, 1998.)                                                                                        
|10.3*       |  | Purchase Agreement dated October 20, 2002, by and among Kinder Morgan, Inc., KN TransColorado, Inc. and KN Interstate Gas Transmission Company, and Questar TransColorado, Inc., Questar Pipeline Company, and Questar Corporation.
(Exhibit No. 10.1. to Current Report on form 8-K dated October 20, 2002.)
|12.         |  | Ratio of earnings to fixed charges.                                                                                                                                                                                                                                                                          
|21.         |  | Subsidiary Information.                                                                                                                                                                                                                                                                                      
|24.         |  | Power of Attorney.                                                                                                                                                                                                                                                                                           
|99.         |  | Certification of D. N. Rose and S. E. Parks.                                                                                                                                                                                                                                                                 
|            |  |                                                                                                                                                                                                                                                                                                              

---

(b)  The
Company filed a Current Report on Form 8-K dated October 20, 2002, announcing the execution of an agreement to sell QTC to Kinder Morgan.

---



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 27th day of March, 2003.

| |  | QUESTAR PIPELINE COMPANY
(Registrant)
| |  | -------------------------------------
| |  | By                                   

Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on
the date indicated.

|/s/D. N. ROSED. N. Rose                                                                |  | President and Chief Executive Officer; Director (Principal Executive Officer)      
|-------------------------------------------------------------------------------------- |  | -----------------------------------------------------------------------------------
|/s/ S. E. PARKSS. E. Parks                                                             |  | Vice President, Treasurer and Chief Financial Officer (Principal Financial Officer)
|/s/D. M. CURTISD. M. Curtis                                                            |  | Vice President and Controller (Principal Accounting Officer)                       
|*R. D. Cash
*Teresa Beck
*U. Edwin Garrison
*Gary G. Michael
*K. O. Rattie
*D. N. Rose |  | Chairman of the Board; Director
Director
Director
Director
Director
Director       

|                   |  |  |  |     |  |                                           
|------------------ |  |  |  | --- |  | ------------------------------------------
|                   |  |  |  |     |  |                                           
|March 27, 2003Date |  |  |  | *By |  | /s/ D. N. ROSED. N. Rose, Attorney in Fact

---



CERTIFICATION

I,
D. N. Rose, certify that:





|March 27, 2003Date |  | By: |  | /s/ D. N. RoseD. N. Rose President and Chief Executive Officer
|------------------ |  | --- |  | --------------------------------------------------------------

---

CERTIFICATION

I,
S. E. Parks, certify that:





|March 27, 2003Date |  | By: |  | /s/ S. E. ParksS. E. Parks Vice President, Treasurer, and Chief Financial Officer
|------------------ |  | --- |  | ---------------------------------------------------------------------------------

---