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 GAS COMPANY (Exact name of registrant as specified in its charter)  STATE OF UTAH333-6921087-0155877(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) 324-5555  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 9,189,626 shares of the registrants common stock, $2.50 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 Gas 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  Statements of Income for the three, six and twelve months ended June 30, 2010 and June 30, 2009 3  Condensed Balance Sheets as of June 30, 2010, June 30, 2009 and December 31, 2009 4  Condensed Statements of Cash Flows for the six months ended June 30, 2010 and 2009 5  Notes Accompanying the Condensed 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 10  ITEM 6. EXHIBITS 10  Signatures 10      Questar Gas 2010 Form 10-Q 2  PART I. FINANCIAL INFORMATION  ITEM 1.  FINANCIAL STATEMENTS.  QUESTAR GAS COMPANYSTATEMENTS OF INCOME(Unaudited)3 Months Ended
June 30,6 Months Ended
June 30,12 Months Ended
June 30,201020092010200920102009(in millions)REVENUESFrom unaffiliated customers$148.6$138.5$509.3$544.2$884.0$988.7From affiliated companies0.10.50.40.50.92.3Total Revenues148.7139.0509.7544.7884.9991.0OPERATING EXPENSESCost of natural gas sold (excluding
operating expenses shown separately)96.589.6333.5382.7577.4710.0Operating and maintenance24.522.063.553.0116.998.8General and administrative11.511.022.820.844.938.5Depreciation and amortization11.210.922.321.744.442.7Other taxes3.93.97.97.713.512.5Total Operating Expenses147.6137.4450.0485.9797.1902.5OPERATING INCOME1.11.659.758.887.888.5Interest and other income1.72.13.23.96.96.1Interest expense(6.5)(7.1)(13.3)(14.9)(26.9)(28.4)INCOME (LOSS) BEFORE INCOME TAXES(3.7)(3.4)49.647.867.866.2Income taxes1.51.4(18.7)(18.0)(25.1)(24.8)NET INCOME (LOSS)($  2.2)($  2.0)$ 30.9$ 29.8$ 42.7$ 41.4   See notes accompanying the condensed financial statements   Questar Gas 2010 Form 10-Q 3   QUESTAR GAS COMPANYCONDENSED BALANCE SHEETSJune 30,December 31,201020092009(Unaudited)(in millions)ASSETSCurrent AssetsCash and cash equivalents$          -$          -$   7.2Note receivable from Questar-1.2-Accounts receivable, net47.634.577.0Unbilled gas accounts receivable15.218.386.6Accounts receivable from affiliates2.32.23.3Gas stored underground19.224.742.5Materials and supplies8.315.712.1Regulatory assets38.744.343.3Prepaid expenses and other2.41.63.4Purchased-gas adjustment22.3--Deferred income taxes  current3.62.73.6Total Current Assets159.6145.2279.0Property, Plant and Equipment1,760.71,668.71,721.9Accumulated depreciation and amortization(702.8)(674.5)(690.4)Net Property, Plant and Equipment1,057.9994.21,031.5Regulatory assets5.616.616.0Goodwill15.25.65.6Other noncurrent assets6.77.77.0TOTAL ASSETS$1,245.0$1,169.3$1,339.1LIABILITIES AND COMMON SHAREHOLDERS EQUITYCurrent LiabilitiesChecks outstanding in excess of cash balances$       4.1$      4.5$            -Notes payable to Questar53.9-87.0Accounts and other payables84.253.0132.5Accounts payable to affiliates50.546.350.5Customer advances10.323.230.3Purchased-gas adjustment-48.622.1Total Current Liabilities203.0175.6322.4Long-term debt370.0370.0370.0Deferred income taxes198.4164.3189.0Other long-term liabilities57.358.558.7COMMON SHAREHOLDERS EQUITYCommon stock23.023.023.0Additional paid-in capital149.7148.4148.9Retained earnings243.6229.5227.1Total Common Shareholders Equity416.3400.9399.0TOTAL LIABILITIES AND COMMON SHAREHOLDERS EQUITY$1,245.0$1,169.3$1,339.1   See notes accompanying the condensed financial statements   Questar Gas 2010 Form 10-Q 4   QUESTAR GAS COMPANYCONDENSED STATEMENTS OF CASH FLOWS(Unaudited)6 Months Ended June 30,20102009(in millions)OPERATING ACTIVITIESNet income$  30.9$  29.8Adjustments to reconcile net income to net
cash provided by operating activities:Depreciation and amortization24.423.7Deferred income taxes9.410.3Share-based compensation0.80.5Changes in operating assets and liabilities22.064.9NET CASH PROVIDED BY OPERATING ACTIVITIES87.5129.2INVESTING ACTIVITIESProperty, plant and equipment(50.9)(30.8)Cash used in asset dispositions(0.8)(0.8)Proceeds from asset dispositions0.40.2NET CASH USED IN INVESTING ACTIVITIES(51.3)(31.4)FINANCING ACTIVITIESChecks outstanding in excess of cash balances4.14.5Change in notes receivable from Questar-(1.2)Change in notes payable to Questar(33.1)(88.3)Dividends paid(14.4)(14.0)NET CASH USED IN FINANCING ACTIVITIES(43.4)(99.0)Change in cash and cash equivalents(7.2)(1.2)Beginning cash and cash equivalents7.21.2Ending cash and cash equivalents$     -$     -   See notes accompanying the condensed financial statements   Questar Gas 2010 Form 10-Q 5  QUESTAR GAS COMPANY  NOTES ACCOMPANYING THE CONDENSED FINANCIAL STATEMENTS  Note 1  Nature of Business  Questar Gas Company (Questar Gas or the Company) is a wholly owned subsidiary of Questar Corporation (Questar). The Company provides retail natural gas distribution in Utah, southwestern Wyoming and a small portion of southeastern Idaho. Questar Gas is regulated by the Public Service Commission of Utah (PSCU) and the Public Service Commission of Wyoming (PSCW). The Public Utility Commission of Idaho has contracted with the PSCU for rate oversight of Questar Gass Idaho operations.  Note 2  Basis of Presentation of Interim Financial Statements  The interim condensed 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. The condensed 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 financial statements do not include all of the information and notes required by GAAP for audited annual financial statements. These condensed financial statements should be read in conjunction with the financial statements and notes thereto included in the Companys Annual Report on Form 10-K for the year ended December 31, 2009.  The preparation of the condensed 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.  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 financial statements in this Quarterly Report on Form 10-Q:  CarryingEstimatedCarryingEstimatedCarryingEstimatedAmountFair ValueAmountFair ValueAmountFair ValueJune 30, 2010June 30, 2009December 31, 2009(in millions)Financial assetsCash and cash equivalents$      -$      -$       -$       -$  7.2$  7.2Notes receivable from Questar--1.21.2--Financial liabilitiesChecks outstanding in excess of cash balances$   4.1$   4.1$   4.5$   4.5--Notes payable to Questar53.953.9--87.087.0Long-term debt370.0407.8370.0370.9370.0404.1  The carrying amounts of cash and cash equivalents, notes receivable from Questar, checks outstanding in excess of cash balances 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.     Questar Gas 2010 Form 10-Q 6  ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.  The following information updates the discussion of Questar Gas'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. 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 Gas's 2009 Form 10-K.  RESULTS OF OPERATIONS Questar Gas reported a seasonal net loss of $2.2 million in the second quarter of 2010 compared to a net loss of $2.0 million in the second quarter of 2009. Net income was $30.9 million in the first half of 2010, up 4% from $29.8 million in the first half of 2009. Net income was $42.7 million in the 12 months ended June 30, 2010, compared to $41.4 million in the year-earlier period. Questar Gas, because of the seasonal nature of its business, typically reports income in the first and fourth quarters of the year and losses in the second and third quarters of the year. Following is a summary of Questar Gas financial and operating results:  3 Months Ended
June 30,6 Months Ended
June 30,12 Months Ended
June 30,20102009Change20102009Change20102009Change(in millions)Operating IncomeRevenuesResidential and commercial sales$131.3$129.7$1.6$473.3$521.7($48.4)$825.6$930.4($104.8)Industrial sales5.81.84.012.44.18.316.610.16.5Transportation for industrial customers2.52.6(0.1)5.45.10.311.510.60.9Service1.41.5(0.1)3.13.2(0.1)5.35.6(0.3)Other7.73.44.315.510.64.925.934.3(8.4)Total revenues148.7139.09.7509.7544.7(35.0)884.9991.0(106.1)Cost of natural gas sold96.589.66.9333.5382.7(49.2)577.4710.0(132.6)Margin52.249.42.8176.2162.014.2307.5281.026.5Other operating expensesOperating and maintenance24.522.02.563.553.010.5116.998.818.1General and administrative11.511.00.522.820.82.044.938.56.4Depreciation and amortization11.210.90.322.321.70.644.442.71.7Other taxes3.93.9-7.97.70.213.512.51.0Total other operating expenses51.147.83.3116.5103.213.3219.7192.527.2Operating income$1.1$   1.6($0.5)$59.7$  58.8$0.9$  87.8$  88.5($0.7)Operating StatisticsNatural gas volumes (MMdth)Residential and commercial sales18.517.80.763.162.30.8110.2105.54.7Industrial sales1.20.30.92.30.61.72.91.41.5Transportation for industrial customers13.013.6(0.6)29.530.1(0.6)57.562.9(5.4)Total industrial14.213.90.331.830.71.160.464.3(3.9)Total deliveries32.731.71.094.993.01.9170.6169.80.8Natural gas revenue (per dth)Residential and commercial sales$7.11$7.27($0.16)$7.50$8.37($0.87)$7.49$8.82($1.33)Industrial sales5.156.29(1.14)5.576.97(1.40)5.707.14(1.44)Transportation for industrial customers$0.19$0.19-$0.18$0.17$0.01$0.20$0.17$0.03   Questar Gas 2010 Form 10-Q 7   Colder (warmer) than normal temperatures35%4%-7%--9%(2%)-Temperature-adjusted usage per
customer (dth)16.517.1(0.6)63.164.5(1.4)107.6108.8(1.2)Customers at June 30 (thousands)905.7890.215.5------  Margin Analysis Questar Gas margin (revenues minus gas costs) increased $2.8 million in the second quarter of 2010 compared to the second quarter of 2009, increased $14.2 million in the first half of 2010 compared to the first half of 2009 and increased $26.5 million in the 12 months ended June 30, 2010, compared to the 12 months ended June 30, 2009. Following is a summary of major changes in Questar Gas margin:  Change3 Month6 Month12 Month2009 to 20102009 to 20102009 to 2010(in millions)Customer growth$0.7$2.4$  4.1Demand-side management cost recovery2.514.025.9Recovery of gas-cost portion of bad-debt costs0.1(1.4)(4.0)Other(0.5)(0.8)0.5Increase$2.8$14.2$26.5  At June 30, 2010, Questar Gas served 905,745 customers, up from 890,249 at June 30, 2009. Customer growth increased the margin by $0.7 million in the second quarter of 2010, $2.4 million in the first half of 2010 and $4.1 million in the 12 months ended June 30, 2010.  Questar Gas's margin increased during the three-, six- and 12-month periods ended June 30, 2010, due to recovery of demand-side management costs used to promote energy conservation by customers. Changes in the margin contribution from demand-side management recovery revenues are offset by equivalent changes in program expenses.  Questar Gas has had a conservation-enabling (revenue decoupling) tariff since 2006. Under this tariff, Questar Gas is allowed a margin for each general-service customer. Differences between the margin and the amount billed to customers are recovered from customers or refunded to customers through future rate changes. Because of this tariff, changes in usage per customer do not impact the Companys margin. In addition, a weather-normalization adjustment of customer bills offset the revenue impact of temperature variations.  On April 8, 2010, the Public Service Commission of Utah (PSCU) approved a settlement in Questar Gass Utah general rate case. The stipulation, effective August 1, 2010, authorizes an increase in the utilitys allowed return on equity from 10.0% to 10.35% and indefinitely extends the existing conservation-enabling (revenue decoupling) tariff. The stipulation further approves an infrastructure cost tracking mechanism that allows the Company to place into rate base immediately upon project completion capital expenditures associated with a multi-year high-pressure natural gas feeder-line replacement program. The stipulation agreement increases customer rates by $5.0 million annually with the changes in rates effective August 1, 2010.  Expenses Cost of natural gas sold rose up 8% in the second quarter of 2010 compared to the second quarter of 2009, fell 13% in the first half of 2010 compared to the first half of 2009 and fell 19% in the 12 months ended June 30, 2010, compared to the 12 months ended June 30, 2009. The increase in the second quarter was due to higher volumes sold and higher prices, while the decreases in the first half and 12 month periods were due to lower gas purchase expenses per dth. Questar Gas accounts for purchased-gas costs in accordance with procedures authorized by the PSCU and the Public Service Commission of Wyoming. Purchased-gas costs that are different from those provided for in present rates are accumulated and recovered or credited through future rate changes. As of June 30, 2010, Questar Gas had a $22.3 million under-collected balance in the purchased-gas adjustment account representing costs incurred in excess of costs recovered from customers. Questar Gas received authorization from the PSCU to increase rates by an annualized $48 million effective August 1, 2010, to recover these costs and higher projected future gas costs.  Operating and maintenance expenses increased $2.5 million in the second quarter of 2010 compared to the second quarter of 2009, increased $10.5 million in the first half of 2010 compared to the first half of 2009 and increased $18.1 million in the 12 months ended June 30, 2010, compared to the same period of 2009. These increases included higher demand-side management   Questar Gas 2010 Form 10-Q 8  costs of $2.5 million, $14.0 million and $25.9 million for the three-, six- and 12-month periods respectively. The demand-side management costs are for the Companys energy efficiency program and are recovered from customers through periodic rate changes. General and administrative expenses increased $0.5 million in the 2010 second quarter, $2.0 million in the 2010 first half and $6.4 million in the 12 months ended June 30, 2010, due to higher compensation and employee benefit expenses, driven by Questars recent stock performance. Operating, maintenance, general and administrative expenses per customer, exclusive of demand-side management costs, were $69 in the first half of 2010 compared to $71 in the first half of 2009.  Depreciation expense increased 3% in the first half of 2010 compared to the first half of 2009 primarily as a result of plant additions from customer growth and replacement of feeder lines.  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, 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, exploration efforts, 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 Gas 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, 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.    Questar Gas 2010 Form 10-Q 9    PART II.  OTHER INFORMATION     ITEM 1.  LEGAL PROCEEDINGS.  Questar Gas 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.  ITEM 6.  EXHIBITS.  The following exhibits are being filed as part of this report:  Exhibit No. Exhibits  31.1. Certification signed by Ronald W. Jibson, 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 Ronald W. Jibson, 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 GAS COMPANY (Registrant)    August 10, 2010 /s/Ronald W. Jibson Ronald W. Jibson President and Chief Executive Officer    August 10, 2010 /s/Martin H. Craven Martin H. Craven, Vice President, Chief Financial Officer and Treasurer   Questar Gas 2010 Form 10-Q 10  Exhibits List  Exhibit No. Exhibits  31.1. Certification signed by Ronald W. Jibson, 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 Ronald W. Jibson, 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 Gas 2010 Form 10-Q 11