UNITED STATES SECURITIES AND EXCHANGE COMMISSION  Washington, D.C. 20549  FORM 10-Q  [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934  For the quarter ended June 30, 2010  [  ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934  For the transition period from ___ to ___  QUESTAR PIPELINE COMPANY (Exact name of registrant as specified in its charter)  STATE OF UTAH000-1414787-0307414(State or other jurisdiction of
incorporation or organization)(Commission File No.)(I.R.S. Employer
Identification No.)  180 East 100 South Street, P.O. Box 45360 Salt Lake City, Utah 84145-0360 (Address of principal executive offices)  Registrants telephone number, including area code (801) 324-2400  Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes [X] No [   ]  Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [   ] No [   ]  Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act.  (Check one):  Large accelerated filer    [   ]Accelerated filer
[   ]Non-accelerated filer      [X]    (Do not check if a smaller reporting company)Smaller reporting company    [   ]  Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [   ] No [X]  At July 31, 2010, there were 6,550,843 shares of the registrants common stock, $1.00 par value, outstanding. All shares are owned by Questar Corporation.  Registrant meets the conditions set forth in General Instruction H (1) (a) and (b) of Form 10-Q and is filing this form with the reduced disclosure format.


Questar Pipeline Company Form 10-Q for the Quarter Ended June 30, 2010  TABLE OF CONTENTS  Page   PART I. FINANCIAL INFORMATION  ITEM 1. FINANCIAL STATEMENTS (Unaudited) 3  Consolidated Statements of Income for the three, six and twelve months ended June 30, 2010 and June 30, 2009 3  Condensed Consolidated Balance Sheets as of June 30, 2010, June 30, 2009 and December 31, 2009 4  Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2010 and June 30, 2009 5  Notes Accompanying the Condensed Consolidated Financial Statements 6  ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 7  ITEM 4. CONTROLS AND PROCEDURES 9  PART II. OTHER INFORMATION  ITEM 1. LEGAL PROCEEDINGS 9  ITEM 6. EXHIBITS 10  SIGNATURES 10       Questar Pipeline 2010 Form 10-Q 2   ITEM 1. FINANCIAL STATEMENTS.  QUESTAR PIPELINE COMPANYCONSOLIDATED STATEMENTS OF INCOME(Unaudited)3 Months Ended
June 30,6 Months Ended
June 30,12 Months Ended
June 30,201020092010200920102009(in millions)REVENUESFrom unaffiliated customers (recast)$48.2$43.7$95.9$85.0$184.1$172.3From affiliated companies (recast)18.517.637.336.173.471.2Total Revenues66.761.3133.2121.1257.5243.5OPERATING EXPENSESOperating and maintenance10.39.618.117.740.537.2General and administrative10.48.721.017.339.834.6Depreciation and amortization11.810.923.621.746.243.1Impairment-----3.4Other taxes2.42.14.84.49.07.9Cost of goods sold (excluding operating expenses
shown separately)0.50.31.01.11.52.1Total Operating Expenses35.431.668.562.2137.0128.3Net gain from asset sales-0.20.10.30.30.8OPERATING INCOME31.329.964.859.2120.8116.0Interest and other income0.20.30.30.62.26.0Income from unconsolidated affiliate0.90.91.91.93.82.5Interest expense(7.3)(7.4)(14.7)(14.8)(29.4)(31.2)INCOME BEFORE INCOME TAXES25.123.752.346.997.493.3Income taxes(9.2)(8.7)(19.2)(17.2)(35.8)(34.2)NET INCOME$15.9$15.0$33.1$29.7$   61.6$   59.1   See notes accompanying the condensed consolidated financial statements


Questar Pipeline 2010 Form 10-Q 3


QUESTAR PIPELINE COMPANYCONDENSED CONSOLIDATED BALANCE SHEETSJune 30,
2010June 30,
2009December 31,
2009(Unaudited)(in millions)ASSETSCurrent AssetsCash and cash equivalents$       0.5$      0.4$       3.8Notes receivable from Questar49.537.642.7Accounts receivable, net16.815.818.8Accounts receivable from affiliates15.116.416.2Inventories7.26.46.0Prepaid expenses and other4.73.14.2Deferred income taxes  current0.70.70.7Total Current Assets94.580.492.4Property, Plant and Equipment1,633.21,539.81,589.8Accumulated depreciation and amortization(525.5)(490.5)(502.5)Net Property, Plant and Equipment1,107.71,049.31,087.3Investment in unconsolidated affiliate28.228.928.1Goodwill4.24.24.2Regulatory and other noncurrent assets10.415.211.8TOTAL ASSETS$1,245.0$1,178.0$1,223.8LIABILITIES AND COMMON SHAREHOLDERS EQUITYCurrent LiabilitiesNotes payable to Questar$           -$        0.2$       0.2Accounts payable and accrued expenses33.823.435.0Accounts payable to affiliates2.93.02.8Current portion of long-term debt100.042.0-Total Current Liabilities136.768.638.0Long-term debt, less current portion361.1409.8461.2Deferred income taxes165.5147.6162.4Other long-term liabilities15.419.815.1COMMON SHAREHOLDERS EQUITYCommon stock6.66.66.6Additional paid-in capital343.3342.1342.7Retained earnings216.4183.5197.8Total Common Shareholders Equity566.3532.2547.1TOTAL LIABILITIES AND COMMON SHAREHOLDERS EQUITY$1,245.0$1,178.0$1,223.8   See notes accompanying the condensed consolidated financial statements


Questar Pipeline 2010 Form 10-Q 4


QUESTAR PIPELINE COMPANY
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS(Unaudited)6 Months Ended June 30,20102009(in millions)OPERATING ACTIVITIESNet income$  33.1$  29.7Adjustments to reconcile net income to net cash
provided by operating activities:Depreciation and amortization24.923.1Deferred income taxes3.111.5Share-based compensation0.60.5Net (gain) from asset sales(0.1)(0.3)(Income) from unconsolidated affiliate(1.9)(1.9)Distributions from unconsolidated affiliate1.80.6Changes in operating assets and liabilities5.5(6.1)NET CASH PROVIDED BY OPERATING ACTIVITIES67.057.1INVESTING ACTIVITIESProperty, plant and equipment(48.7)(49.1)Cash used in asset dispositions(0.2)(0.1)Proceeds from asset dispositions and other0.11.4NET CASH USED IN INVESTING ACTIVITIES(48.8)(47.8)FINANCING ACTIVITIESChange in notes receivable from Questar(6.8)3.0Change in notes payable to Questar(0.2)-Dividends paid(14.5)(13.7)NET CASH USED IN FINANCING ACTIVITIES(21.5)(10.7)Change in cash and cash equivalents(3.3)(1.4)Beginning cash and cash equivalents3.81.8Ending cash and cash equivalents$    0.5$    0.4   See notes accompanying the condensed consolidated financial statements


Questar Pipeline 2010 Form 10-Q 5


QUESTAR PIPELINE COMPANY  NOTES ACCOMPANYING THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS  Note 1  Nature of Business  Questar Pipeline Company (Questar Pipeline or the Company) is a wholly owned subsidiary of Questar Corporation (Questar). The Company is an interstate pipeline company that provides natural gas transportation and underground-storage services primarily in the Rocky Mountain states of Utah, Wyoming and Colorado. As a natural gas company under the Natural Gas Act of 1938, Questar Pipeline and certain subsidiary pipeline companies are regulated by the Federal Energy Regulatory Commission (FERC) as to rates and charges for transportation and storage of natural gas in interstate commerce, construction of new facilities, and extensions or abandonments of service and facilities, accounting and other activities. Questar Transportation Services Company, a wholly owned subsidiary of Questar Pipeline, provides gathering, processing and treatment services.  Note 2  Basis of Presentation of Interim Consolidated Financial Statements  The interim condensed consolidated financial statements contain the accounts of Questar Pipeline and its majority-owned or controlled subsidiaries. The condensed consolidated financial statements were prepared in accordance with U.S. generally accepted accounting principles (GAAP) and with the instructions for Quarterly Reports on Form 10-Q and Regulations S-X and S-K. All significant intercompany accounts and transactions have been eliminated in consolidation.  The condensed consolidated financial statements reflect all normal, recurring adjustments and accruals that are, in the opinion of management, necessary for a fair presentation of financial position and results of operations for the interim periods presented. Interim condensed consolidated financial statements do not include all of the information and notes required by GAAP for audited annual consolidated financial statements. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company's Annual Report on Form 10-K for the year ended December 31, 2009. Certain reclassifications were made to prior-period financial statements to conform with the current presentation.  Questar Pipeline uses the equity method to account for its investment in its unconsolidated affiliate where it does not have control, but has significant influence. Generally, investment in its unconsolidated affiliate on the Companys consolidated balance sheets equals the Companys proportionate share of equity reported by the unconsolidated affiliate. Investment is assessed for possible impairment when events indicate that the fair value of the investment may be below the Companys carrying value. When such a condition is deemed to be other than temporary, the carrying value of the investment is written down to its fair value, and the amount of the write-down is included in the determination of net income.  White River Hub, LLC, a limited liability corporation and FERC-regulated transporter of natural gas, is Questar Pipelines only unconsolidated affiliate. Questar Pipeline owns 50% of White River Hub, LLC, and is the operator.  The preparation of the condensed consolidated financial statements and notes in conformity with GAAP requires that management make estimates and assumptions that affect the amounts of revenues, expenses, assets and liabilities, and disclosure of contingent assets and liabilities. Actual results could differ from estimates. The results of operations for the three, six and twelve months ended June 30, 2010, are not necessarily indicative of the results that may be expected for the year ending December 31, 2010.  Effective June 30, 2010, Questar spun off its subsidiary QEP Resources, Inc. (QEPformerly Questar Market Resources) to Questar shareholders. Information in this Quarterly Report on Form 10-Q presents transactions with QEP as unaffiliated activity in all periods presented.  All dollar amounts in this Quarterly Report on Form 10-Q are in millions, except where otherwise noted.  Note 3  Fair Value Measurements  The following table discloses the fair value and related carrying amount of certain financial instruments not disclosed in other notes to the condensed consolidated financial statements in this Quarterly Report on Form 10-Q:


Questar Pipeline 2010 Form 10-Q 6


CarryingEstimatedCarryingEstimatedCarryingEstimatedAmountFair ValueAmountFair ValueAmountFair ValueJune 30, 2010June 30, 2009December 31, 2009(in millions)Financial assetsCash and cash equivalents$   0.5$   0.5$   0.4$   0.4$   3.8$   3.8Notes receivable from Questar49.549.537.637.642.742.7Financial liabilitiesNotes payable to Questar--0.20.20.20.2Long-term debt461.1490.1451.8466.4461.2490.9  The carrying amounts of cash and cash equivalents, notes receivable from Questar and notes payable to Questar approximate fair value. The fair value of fixed-rate long-term debt is based on the discounted present value of cash flows using the Company's current credit-risk adjusted borrowing rates.   ITEM 2.  MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.  The following information updates the discussion of Questar Pipeline's financial condition provided in its 2009 Form 10-K filing, and analyzes the changes in the results of operations between the three, six and 12 months ended June 30, 2010, and June 30, 2009. Information for 2009 was recast to show the effect of the spinoff of QEP. For definitions of commonly used gas and oil terms found in this Quarterly Report on Form 10-Q, please refer to the "Glossary of Commonly Used Terms" provided in Questar Pipeline's 2009 Form 10-K.  RESULTS OF OPERATIONS  Questar Pipeline reported second quarter 2010 net income of $15.9 million compared with $15.0 million in 2009, a 6% increase. Net income for the first half of 2010 was $33.1 million compared with $29.7 million for the first half of 2009. Questar Pipeline earned $61.6 million in the 12 months ended June 30, 2010, compared to $59.1 million in the 12 months ended June 30, 2009. Following is a summary of Questar Pipeline financial and operating results:  3 Months Ended
June 30,6 Months Ended
June 30,12 Months Ended
June 30,20102009Change20102009Change20102009Change(in millions)Operating IncomeRevenuesTransportation$47.4$43.3$4.1$94.4$86.0$8.4$181.6$171.0$10.6Storage9.39.8(0.5)18.919.9(1.0)38.439.9(1.5)NGL sales - transmission2.52.10.44.43.80.67.610.8(3.2)NGL sales - field services3.00.12.96.20.26.010.20.210.0Energy services3.73.20.57.17.2(0.1)13.614.7(1.1)Other0.82.8(2.0)2.24.0(1.8)6.16.9(0.8)Total Revenues66.761.35.4133.2121.112.1257.5243.514.0Operating expensesOperating and maintenance10.39.60.718.117.70.440.537.23.3General and administrative10.48.71.721.017.33.739.834.65.2Depreciation and amortization11.810.90.923.621.71.946.243.13.1Asset impairment-------3.4(3.4)Other taxes2.42.10.34.84.40.49.07.91.1Cost of sales0.50.30.21.01.1(0.1)1.52.1(0.6)Total Operating Expenses35.431.63.868.562.26.3137.0128.38.7


Questar Pipeline 2010 Form 10-Q 7


Net gain from asset sales-0.2(0.2)0.10.3(0.2)0.30.8(0.5)Operating Income$31.3$29.9$1.4$64.8$59.2$5.6$120.8$116.0$4.8Operating StatisticsNatural gas-transportation volumes (MMdth)For unaffiliated customers (recast)162.7163.2(0.5)318.4318.30.1624.2645.7(21.5)For Questar Gas29.626.72.973.671.12.5115.4118.7(3.3)Total Transportation192.3189.92.4392.0389.42.6739.6764.4(24.8)Transportation revenue (per dth)$0.25$0.23$0.02$0.24$0.22$0.02$0.25$0.22$0.03Net firm-daily transportation demand at
June 30 (in Mdth)4,6714,221450------Natural gas processingNGL sales (MMgal)4.32.71.67.75.72.014.110.23.9NGL sales price (per gal)$1.27$0.81$0.46$1.37$0.70$0.67$1.26$1.08$0.18  Revenues As of June 30, 2010, Questar Pipeline had net firm-transportation contracts of 4,671 Mdth per day, including 1,020 Mdth per day from Questar Pipelines 50% ownership of White River Hub, compared with 4,221 Mdth per day as of June 30, 2009. Questar Pipeline has expanded its transportation system in response to growing regional natural gas production and transportation demand. The increase in transportation revenues in the 2010 periods compared to the 2009 periods was due primarily to a compression expansion of the Overthrust Pipeline system that was completed in the fourth quarter of 2009. The Company has long-term firm-transportation contracts of 460 Mdth per day associated with this expansion.  Questar Gas Company (Questar Gas), an affiliate, is Questar Pipelines largest transportation customer with contracts for 901 Mdth per day. The majority of the Questar Gas transportation contracts extend through mid 2017.  Questar Pipeline owns and operates the Clay Basin underground storage complex in eastern Utah. This facility is 100% subscribed under long-term contracts. In addition to Clay Basin, Questar Pipeline also owns and operates three smaller aquifer gas storage facilities. Questar Gas has contracted for 26% of firm-storage capacity at Clay Basin for terms extending from three to nine years and 100% of the firm-storage capacity at the aquifer facilities for terms extending for eight years.  Questar Pipeline charges FERC-approved transportation and storage rates that are based on straight-fixed-variable rate design. Under this rate design, all fixed costs of providing service including depreciation and return on investment are recovered through the demand charge. About 95% of Questar Pipeline costs are fixed and recovered through these demand charges. Questar Pipelines earnings are driven primarily by demand revenues from firm shippers. Since only about 5% of operating costs are recovered through volumetric charges, changes in transportation volumes do not have a significant impact on earnings.  NGL sales were 165% higher in the first half of 2010 over the first half of 2009 due to a 96% increase in NGL prices and a 35% increase in sales volume. Volumes increased due to the 2009 completion of a processing plant near Price, Utah.  Expenses Operating and maintenance expenses increased by 7% in the second quarter of 2010, 2% in the first half of 2010 and 9% in the 12 months ended June 30, 2010, compared to corresponding 2009 periods. The increased costs are due primarily to higher maintenance costs. General and administrative expenses increased by 20% in the second quarter of 2010, 21% in the first half of 2010 and 15% in the 12 months ended June 30, 2010, compared to corresponding 2009 periods. These increases are due to higher compensation and employee benefit expenses driven by Questars recent stock performance. Operating, maintenance, general and administrative expenses per dth transported increased to $0.10 in the first half of 2010 compared with $0.09 in the first half of 2009. Operating, maintenance, general and administrative expenses include processing and storage costs.  Depreciation expense was up 9% in the first half of 2010 compared to the first half of 2009 because of increased investment in plant and equipment including the compression expansion of Overthrust Pipeline, a processing plant and replacement of pipeline facilities.  Forward-Looking Statements This quarterly report may contain or incorporate by reference information that includes or is based upon forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements give expectations or forecasts of future events. You can identify these statements by the fact that they do not relate strictly to historical or current facts. They use words such as anticipate,


Questar Pipeline 2010 Form 10-Q 8


estimate, expect, project, intend, plan, believe, "may," and other words and terms of similar meaning in connection with a discussion of future operating or financial performance. In particular, these include statements relating to future actions, prospective services or products, future performance or results of current and anticipated services or products, expenses, the outcome of contingencies such as legal proceedings, trends in operations and financial results.  Any or all forward-looking statements may turn out to be wrong. They can be affected by inaccurate assumptions or by known or unknown risks and uncertainties. Many such factors will be important in determining actual future results. These statements are based on current expectations and the current economic environment. They involve a number of risks and uncertainties that are difficult to predict. These statements are not guarantees of future performance. Actual results could differ materially from those expressed or implied in the forward-looking statements. Among factors that could cause actual results to differ materially are:  · the risk factors discussed in Part I, Item 1A of the Companys Annual Report on Form 10-K for the year ended December 31, 2009; · general economic conditions, including the performance of financial markets and interest rates; · changes in industry trends; · changes in laws or regulations; and · other factors, most of which are beyond the Companys control.  Questar Pipeline undertakes no obligation to publicly correct or update the forward-looking statements in this quarterly report, in other documents, or on the Web site to reflect future events or circumstances. All such statements are expressly qualified by this cautionary statement.   ITEM 4.  CONTROLS AND PROCEDURES.  Evaluation of Disclosure Controls and Procedures. The Companys Chief Executive Officer and Chief Financial Officer have evaluated the effectiveness of the Companys disclosure controls and procedures (as such term is defined in Rules 13a-15(e) under the Securities Exchange Act of 1934, as amended) as of June 30, 2010. Based on such evaluation, such officers have concluded that, as of June 30, 2010, the Companys disclosure controls and procedures are effective in alerting them on a timely basis to material information relating to the Company, including its consolidated subsidiaries, required to be included in the Companys reports filed or submitted under the Exchange Act. The Companys Chief Executive Officer and Chief Financial Officer also concluded that the controls and procedures were effective in ensuring that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the Companys management including its principal executive and financial officers or persons performing similar functions as appropriate to allow timely decisions regarding required disclosure.  Changes in Internal Controls. There were no changes in the Companys internal controls over financial reporting that occurred during the quarter ended June 30, 2010, that have materially affected, or are reasonably likely to materially affect, the Companys internal control over financial reporting.    PART II.  OTHER INFORMATION     ITEM 1.  LEGAL PROCEEDINGS.  Questar Pipeline is involved in various commercial and regulatory claims and litigation and other legal proceedings that arise in the ordinary course of its business. A liability is recorded for a loss contingency when its occurrence is probable and damages can be reasonably estimated based on the anticipated most likely outcome. Disclosures are provided for contingencies reasonably likely to occur which would have a material adverse effect on the Company's financial position, results of operations or cash flows. Some claims involve highly complex issues relating to liability, damages and other matters subject to substantial uncertainties and, therefore, the probability of liability or an estimate of loss cannot be reasonably determined.  The Ute Indian Tribe (Tribe) claims that Questar is in breach of a Surface Use and Access Concession Agreement dated effective January 1, 2005, (SUA) between the Tribe and Questar and its former affiliates QEP Field Services and QEP Energy, and alleges that QEP Field Services failed to strictly follow the notice and application requirements of the SUA. The SUA is important to Questar to conduct pipeline and gas distribution operations on the Uintah and Ouray Indian Reservation. By letter dated July 22, 2010, the Tribe threatened to deny Questar and former Questar companies access to the Reservation. Questar denies the allegations andhas notified the Tribe of potential claims of breach by the Tribe under the SUA in denying access to Questar and the parties have triggered an informal resolution process likely leading to arbitration under the SUA.


Questar Pipeline 2010 Form 10-Q 9


ITEM 6.  EXHIBITS.  The following exhibits are being filed as part of this report:  Exhibit No. Exhibits  31.1. Certification signed by R. Allan Bradley, President and Chief Executive Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.  31.2. Certification signed by Martin H. Craven, Vice President, Chief Financial Officer and Treasurer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.  32. Certification signed by R. Allan Bradley, President and Chief Executive Officer, and Martin H. Craven, Vice President, Chief Financial Officer and Treasurer, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.   SIGNATURES  Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.  QUESTAR PIPELINE COMPANY (Registrant)   August 10, 2010 /s/R. Allan Bradley R. Allan Bradley President and Chief Executive Officer   August 10, 2010 /s/Martin H. Craven  Martin H. Craven Vice President, Chief Financial Officer and Treasurer  Exhibits List  Exhibit No. Exhibits  31.1. Certification signed by R. Allan Bradley, President and Chief Executive Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.  31.2. Certification signed by Martin H. Craven, Vice President, Chief Financial Officer and Treasurer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.  32. Certification signed by R. Allan Bradley, President and Chief Executive Officer, and Martin H. Craven, Vice President, Chief Financial Officer and Treasurer, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.


Questar Pipeline 2010 Form 10-Q 10