QEP-2014.6.30-10Q



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q 
 
ý
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 

For the quarterly period ended June 30, 2014

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 Number: 001-34778

QEP RESOURCES, INC.

(Exact name of registrant as specified in its charter)
STATE OF DELAWARE
 
87-0287750
(State or other jurisdiction of
 
(I.R.S. Employer
incorporation or organization)
 
Identification No.)
 
1050 17th Street, Suite 800, Denver, Colorado 80265
(Address of principal executive offices)
 
Registrant’s telephone number, including area code (303) 672-6900
 
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
 
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, 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 ý No o
 
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 the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act:
 
Large accelerated filer
ý
Accelerated filer
o
Non-accelerated filer
o (Do not check if a smaller reporting company)
Smaller reporting company
o
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No ý
 
At June 30, 2014, there were 180,091,487 shares of the registrant’s common stock, $0.01 par value, outstanding.

 



QEP Resources, Inc.
Form 10-Q for the Quarter Ended June 30, 2014

TABLE OF CONTENTS
 
 
 
 
Page
 
 
 
 
 
ITEM 1.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
ITEM 2.
 
 
 
 
 
ITEM 3.
 
 
 
 
 
ITEM 4.
 
 
 
 
 
 
 
ITEM 1.
 
 
 
 
 
ITEM 1A.
 
 
 
 
 
ITEM 2.
 
 
 
 
 
ITEM 3.
 
 
 
 
 
ITEM 4.
 
 
 
 
 
ITEM 5.
 
 
 
 
 
ITEM 6.
 
 

1



PART I. FINANCIAL INFORMATION
 
ITEM 1. FINANCIAL STATEMENTS
QEP RESOURCES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
 
Three Months Ended
 
Six Months Ended
 
June 30,
 
June 30,
 
2014
 
2013
 
2014
 
2013
REVENUES
(in millions, except per share amounts)
Gas sales
$
215.1

 
$
218.1

 
$
437.6

 
$
415.7

Oil sales
358.8

 
208.3

 
647.5

 
402.5

NGL sales
92.9

 
75.3

 
194.0

 
143.7

Gathering, processing and other
34.0

 
42.6

 
78.4

 
88.2

Purchased gas, oil and NGL sales
235.9

 
206.7

 
463.1

 
397.4

Total Revenues
936.7

 
751.0

 
1,820.6

 
1,447.5

OPERATING EXPENSES
 

 
 

 
 

 
 

Purchased gas, oil and NGL expense
235.7

 
207.0

 
460.0

 
403.8

Lease operating expense
57.5

 
43.5

 
112.8

 
82.4

Gas, oil and NGL transportation and other handling costs
54.3

 
37.3

 
97.7

 
71.3

Gathering, processing and other
24.8

 
23.5

 
50.6

 
44.1

General and administrative
64.2

 
40.9

 
120.8

 
86.9

Production and property taxes
56.1

 
39.3

 
105.4

 
75.2

Depreciation, depletion and amortization
249.7

 
249.8

 
489.9

 
504.0

Exploration expenses
1.7

 
2.6

 
3.9

 
7.7

Impairment
1.5

 
0.2

 
3.5

 
0.2

Total Operating Expenses
745.5

 
644.1

 
1,444.6

 
1,275.6

Net gain (loss) from asset sales
(201.0
)
 
100.4

 
(198.6
)
 
100.2

OPERATING INCOME (LOSS)
(9.8
)
 
207.3

 
177.4

 
272.1

Realized and unrealized gains (losses) on derivative contracts (See Note 8)
(88.0
)
 
114.0

 
(168.9
)
 
79.4

Interest and other income
0.8

 
3.1

 
3.7

 
5.1

Income from unconsolidated affiliates
1.2

 
1.6

 
3.4

 
2.9

Interest expense
(45.7
)
 
(41.4
)
 
(88.2
)
 
(80.8
)
INCOME (LOSS) BEFORE INCOME TAXES
(141.5
)
 
284.6

 
(72.6
)
 
278.7

Income tax (provision) benefit
54.2

 
(104.8
)
 
30.8

 
(102.6
)
NET INCOME (LOSS)
(87.3
)
 
179.8

 
(41.8
)
 
176.1

Net income attributable to noncontrolling interest
(5.0
)
 
(1.4
)
 
(10.8
)
 
(2.0
)
NET INCOME (LOSS) ATTRIBUTABLE TO QEP
$
(92.3
)
 
$
178.4

 
$
(52.6
)
 
$
174.1

 
 
 
 
 
 
 
 
Earnings (Loss) Per Common Share Attributable to QEP
 

 
 

 
 

 
 

Basic
$
(0.51
)
 
$
0.99

 
$
(0.29
)
 
$
0.97

Diluted
$
(0.51
)
 
$
0.99

 
$
(0.29
)
 
$
0.97

 
 
 
 
 
 
 
 
Weighted-average common shares outstanding
 

 
 

 
 

 
 

Used in basic calculation
180.1

 
179.3

 
179.9

 
179.1

Used in diluted calculation
180.1

 
179.5

 
179.9

 
179.4

Dividends per common share
$
0.02

 
$
0.02

 
$
0.04

 
$
0.04


See notes accompanying the condensed consolidated financial statements.

2



QEP RESOURCES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Unaudited)

 
Three Months Ended
 
Six Months Ended
 
June 30,
 
June 30,
 
2014
 
2013
 
2014
 
2013
 
(in millions)
Net income (loss)
$
(87.3
)
 
$
179.8

 
$
(41.8
)
 
$
176.1

Other comprehensive income (loss), net of tax:
 

 
 

 
 

 
 

Reclassification of previously deferred derivative gains(1)

 
(20.6
)
 

 
(40.7
)
Pension and other postretirement plans adjustments:
 

 
 

 
 

 
 

Amortization of net actuarial loss (2)
0.1

 
0.3

 
0.2

 
0.7

Amortization of prior service cost (3)
0.8

 
0.9

 
1.7

 
1.7

Total pension and other postretirement plans adjustments
0.9

 
1.2

 
1.9

 
2.4

Other comprehensive income (loss)
0.9

 
(19.4
)
 
1.9

 
(38.3
)
Comprehensive income (loss)
(86.4
)
 
160.4

 
(39.9
)
 
137.8

Comprehensive income attributable to noncontrolling interests
(5.0
)
 
(1.4
)
 
(10.8
)
 
(2.0
)
Comprehensive income (loss) attributable to QEP
$
(91.4
)
 
$
159.0

 
$
(50.7
)
 
$
135.8

____________________________
(1) 
Presented net of income tax benefit of $12.2 million and $24.1 million during the three and six months ended June 30, 2013.
(2) 
Presented net of income tax expense of $0.1 million and $0.2 million during the three and six months ended June 30, 2014 and $0.3 million and $0.5 million during the three and six months ended June 30, 2013, respectively.
(3) 
Presented net of income tax expense of $0.5 million and $1.0 million during the three and six months ended June 30, 2014 and $0.5 million and $1.0 million during the three and six months ended June 30, 2013, respectively.

See notes accompanying the condensed consolidated financial statements.


3



QEP RESOURCES, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
 
June 30,
2014
 
December 31,
2013
ASSETS
(in millions)
Current Assets
 
 
 
Cash and cash equivalents
$
702.3

 
$
11.9

Accounts receivable, net
555.7

 
408.5

Fair value of derivative contracts

 
0.2

Gas, oil and NGL inventories, at lower of average cost or market
8.6

 
13.4

Deferred income taxes - current
50.7

 
30.6

Prepaid expenses and other
66.7

 
54.4

Total Current Assets
1,384.0

 
519.0

Property, Plant and Equipment (successful efforts method for oil and gas properties)
 

 
 

Proved properties
11,231.2

 
11,571.4

Unproved properties
1,120.1

 
665.1

Midstream field services
1,735.2

 
1,698.1

Marketing and resources
92.1

 
85.5

Material and supplies
66.0

 
59.0

Total Property, Plant and Equipment
14,244.6

 
14,079.1

Less Accumulated Depreciation, Depletion and Amortization
 

 
 

Exploration and production
4,680.5

 
4,930.9

Midstream field services
441.1

 
409.7

Marketing and resources
26.7

 
22.1

Total Accumulated Depreciation, Depletion and Amortization
5,148.3

 
5,362.7

Net Property, Plant and Equipment
9,096.3

 
8,716.4

Investment in unconsolidated affiliates
36.7

 
39.0

Fair value of derivative contracts
1.7

 
1.0

Restricted Cash


50.0

Other noncurrent assets
44.1

 
51.4

TOTAL ASSETS
$
10,562.8

 
$
9,376.8

LIABILITIES AND EQUITY


 
 

Current Liabilities
 

 
 

Checks outstanding in excess of cash balances
$
5.7

 
$
90.9

Accounts payable and accrued expenses
692.6

 
434.9

Production and property taxes
65.7

 
51.8

Interest payable
37.1

 
37.2

Fair value of derivative contracts
109.3

 
26.7

Total Current Liabilities
910.4

 
641.5

Long-term debt
3,910.8

 
2,997.5

Deferred income taxes
1,597.6

 
1,560.6

Asset retirement obligations
188.5

 
191.8

Fair value of derivative contracts
16.1

 

Other long-term liabilities
113.5

 
108.6

Commitments and contingencies (see Note 11)


 


EQUITY
 

 
 

Common stock - par value $0.01 per share; 500.0 million shares authorized; 
180.8 million and 179.7 million shares issued, respectively
1.8

 
1.8

Treasury stock - 0.7 million and 0.4 million shares, respectively
(23.0
)
 
(14.9
)
Additional paid-in capital
518.0

 
498.4

Retained earnings
2,857.9

 
2,917.8

Accumulated other comprehensive loss
(24.6
)
 
(26.5
)
Total Common Shareholders' Equity
3,330.1

 
3,376.6

Noncontrolling interest
495.8

 
500.2

Total Equity
3,825.9

 
3,876.8

TOTAL LIABILITIES AND EQUITY
$
10,562.8

 
$
9,376.8

 

See notes accompanying the condensed consolidated financial statements.

4



QEP RESOURCES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
 
Six Months Ended
 
June 30,
 
2014
 
2013
 
(in millions)
OPERATING ACTIVITIES
 

 
 

Net income (loss)
$
(41.8
)
 
$
176.1

Adjustments to reconcile net income to net cash provided by operating activities:
 

 
 

Depreciation, depletion and amortization
489.9

 
504.0

Deferred income taxes
15.8

 
121.0

Impairment
3.5

 
0.2

Equity-based compensation
13.4

 
13.2

Amortization of debt issuance costs and discounts
3.4

 
3.1

Net (gain) loss from asset sales
198.6

 
(100.2
)
Income from unconsolidated affiliates
(3.4
)
 
(2.9
)
Distributions from unconsolidated affiliates and other
6.3

 
4.1

Unrealized loss on derivative contracts
98.2

 
1.4

Changes in operating assets and liabilities
76.4

 
(222.1
)
Net Cash Provided by Operating Activities
860.3

 
497.9

INVESTING ACTIVITIES
 

 
 

Property acquisitions
(949.4
)
 
(22.0
)
Property, plant and equipment, including dry exploratory well expense
(779.0
)
 
(719.9
)
Proceeds from disposition of assets
706.3

 
143.0

Acquisition deposit held in escrow
50.0

 

Net Cash Used in Investing Activities
(972.1
)

(598.9
)
FINANCING ACTIVITIES
 

 
 

Checks outstanding in excess of cash balances
(85.2
)
 
55.8

Long-term debt issued
300.0

 

Long-term debt issuance costs paid
(1.1
)
 

Proceeds from credit facility
3,151.0

 
1,601.0

Repayments of credit facility
(2,538.0
)
 
(1,402.5
)
Treasury stock repurchases
(5.5
)
 
(7.5
)
Other capital contributions
4.1

 
2.9

Dividends paid
(7.3
)
 
(7.2
)
Excess tax (provision) benefit on equity-based compensation
(0.6
)
 
1.3

Distribution to noncontrolling interest
(15.2
)
 
(3.1
)
Net Cash Provided by Financing Activities
802.2

 
240.7

Change in cash and cash equivalents
690.4

 
139.7

Beginning cash and cash equivalents
11.9

 

Ending cash and cash equivalents
$
702.3

 
$
139.7

 
 
 
 
Supplemental Disclosures:
 

 
 

Cash paid for interest, net of capitalized interest
$
84.9

 
$
76.7

Cash paid for income taxes
$
0.2

 
41.5

Non-cash investing activities:
 

 
 

Change in capital expenditure accrual balance
$
26.3

 
$
2.8

 
See notes accompanying the condensed consolidated financial statements.

5



QEP RESOURCES, INC.
NOTES ACCOMPANYING THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
 
Note 1 - Nature of Business

QEP Resources, Inc. (QEP or the Company) is a holding company with three major lines of business: oil and gas exploration and production; midstream field services; and energy marketing. These businesses are conducted through the Company’s three principal subsidiaries:

QEP Energy Company (QEP Energy) acquires, explores for, develops and produces gas, oil, and NGL;
QEP Field Services Company (QEP Field Services), which includes the ownership and operations of QEP Midstream Partners, LP (QEP Midstream or QEPM), provides midstream field services, including the gathering of natural gas, oil and water, natural gas processing, compression, and treating services, as well as NGL fractionation and marketing services for affiliates and third parties; and
QEP Marketing Company (QEP Marketing) markets affiliate and third-party oil and gas, and owns and operates an underground gas storage reservoir.

QEP's operations are focused in two geographic regions: the Northern Region (primarily in North Dakota, Wyoming and Utah) and the Southern Region (primarily in Texas, Louisiana, and Oklahoma) of the United States. QEP's corporate headquarters are located in Denver, Colorado.
 
In December 2013, QEP's Board of Directors authorized the Company to develop a plan to separate the business of QEP Field Services, including the Company's interest in QEP Midstream, from QEP. In June 2014, in conjunction with evaluating separation alternatives, QEP Field Services filed a Registration Statement on Form 10 with the U.S. Securities and Exchange Commission in connection with the separation of QEP Field Services into a separate publicly traded company. The separation transaction is expected to close in the second half of 2014.

Shares of QEP’s common stock trade on the New York Stock Exchange (NYSE) under the ticker symbol “QEP.”

Note 2 – Basis of Presentation of Interim Consolidated Financial Statements
 
The interim condensed consolidated financial statements contain the accounts of QEP and its majority-owned or controlled subsidiaries, including QEP Midstream (see Note 4 - QEP Midstream). The condensed consolidated financial statements also include the accounts of a variable interest entity where the Company is the primary beneficiary of the arrangements. The condensed consolidated financial statements were prepared in accordance with United States 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 statement of financial position and results of operations for the interim periods presented. Interim condensed consolidated financial statements and the year-end balance sheet 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, 2013.
 
The preparation of the condensed consolidated financial statements and notes in conformity with GAAP requires that management make estimates and assumptions that affect 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 and six months ended June 30, 2014, are not necessarily indicative of the results that may be expected for the year ending December 31, 2014.

Reclassifications

During the first six months of 2013, QEP presented certain credit facility payments and borrowings on a net basis on the Condensed Consolidated Statements of Cash Flow. These borrowings and payments were reclassified to be presented on a gross basis on the Condensed Consolidated Statements of Cash Flow in order to conform with the current period presentation. This reclassification is entirely within "Financing Activities" and has no effect on other categories or total cash on the Condensed Consolidated Statements of Cash Flows or net income or earnings per share on the Condensed Consolidated Statements of Operations.

6



 
New accounting pronouncements

In April 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2014-08, Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity, which broadened the reporting of discontinued operations to a component of an entity that has operations and cash flows that can be clearly distinguished from the rest of the entity. Under this guidance, to be a discontinued operation, a component or group of components must represent a strategic shift that has (or will have) a major effect on an entity's operations and financial results. The amendments are effective prospectively for reporting periods beginning on or after December 15, 2014 and early adoption is permitted. The Company has chosen not to early adopt and will implement the amendments in the 2015 fiscal year.

In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606), which seeks to provide a single, comprehensive revenue recognition model for all contracts with customers to improve comparability within industries, across industries, and across capital markets. The revenue standard contains principles that an entity will apply to determine the measurement of revenue and timing of when it is recognized. The underlying principle is that an entity will recognize revenue to depict the transfer of goods or services to customers at an amount that the entity expects to be entitled to in exchange for those goods or services. The amendments are effective prospectively for reporting periods beginning after December 15, 2016 and early adoption is not permitted. The Company is currently assessing the impact on the Company's consolidated financial statements.

Note 3 - Acquisitions and Divestitures

Permian Basin Acquisition

On February 25, 2014, QEP Energy acquired oil and gas properties in the Permian Basin of Texas for an aggregate purchase price of $942.1 million, subject to post-closing purchase price adjustments (the Permian Basin Acquisition). The acquired properties consist of approximately 26,500 net acres of producing and undeveloped oil and gas properties and approximately 270 vertical producing wells in the Permian Basin, which created a new core area of operation for QEP Energy. The acquisition was funded with $50.0 million of restricted cash, $300.0 million from the Company's expanded term loan and the remainder was funded from its revolving credit facility.

Concurrent with the Permian Basin Acquisition, QEP entered into a transaction structured as a reverse like-kind exchange in accordance with Section 1031 of the Internal Revenue Code. In connection with this reverse like-kind exchange, QEP assigned the ownership of the Permian Basin oil and gas properties acquired to a variable interest entity. QEP operated the properties pursuant to lease and management agreements with that entity, and had a call option which allowed the Company to terminate the exchange transaction at any time up to August 24, 2014, the expiration date of the exchange. Because the Company was the primary beneficiary of these arrangements, the acquired properties are included in its Condensed Consolidated Balance Sheet as of June 30, 2014, and all revenues earned, expenses incurred, and cash flows related to the properties are included in the Company’s Condensed Consolidated Statements of Operations and Condensed Consolidated Statements of Cash Flows for the three and six months ended June 30, 2014. QEP exercised the call option in connection with certain property divestitures in the second quarter of 2014, as described below under "Divestitures." The lease and management agreements terminated upon the transfer of the acquired properties from the exchange accommodation titleholder to QEP following the exercise of the call option.

The Permian Basin Acquisition meets the definition of a business combination under ASC 805, Business Combinations, as it included significant proved properties. QEP allocated the cost of the Permian Basin Acquisition to assets acquired and liabilities assumed based on fair values as of the acquisition date. Revenues of $61.9 million and net income of $14.0 million were generated from the acquired properties from February 25, 2014, to June 30, 2014, and are included in QEP's Condensed Consolidated Statements of Operations. During the six months ended June 30, 2014, QEP Energy incurred acquisition-related costs of $0.6 million which are included in "General and administrative" on the Condensed Consolidated Statements of Operations for the six months ended June 30, 2014. QEP incurred $1.1 million of debt issuance costs associated with increasing the size of term loan borrowings to fund a portion of the acquisition, which are included in "Other noncurrent assets" on the Condensed Consolidated Balance Sheet as of June 30, 2014.

QEP Energy recorded the Permian Basin Acquisition on its Condensed Consolidated Balance Sheet as of June 30, 2014; however, the final purchase price is subject to post-closing purchase price adjustments. The following table presents a summary of the Company's preliminary purchase accounting entries:

7



 
As of June 30, 2014
 
(in millions)
Consideration given:
 
Cash Consideration
$
945.0

Consideration receivable
(2.9
)
Total consideration given
$
942.1

 
 
Amounts recognized for preliminary fair value of assets acquired and liabilities assumed:
 
Proved properties
$
472.1

Unproved properties
480.9

Asset retirement obligations
(9.7
)
Liabilities assumed
(1.2
)
Total fair value
$
942.1


The following unaudited, pro forma results of operations are provided for the six months ended June 30, 2014, and the three and six months ended June 30, 2013. Pro forma results are not provided for the three months ended June 30, 2014, because the Permian Basin Acquisition occurred during the first quarter of 2014 and therefore there is no pro forma impact on the second quarter of 2014. These supplemental pro forma results of operations are provided for illustrative purposes only and may not be indicative of the actual results that would have been achieved by the acquired properties for the period presented or that may be achieved by such properties in the future. Future results may vary significantly from the results reflected in this pro forma financial information because of future events and transactions, as well as other factors. The pro forma information is based on QEP's consolidated results of operations for the three and six months ended June 30, 2014 and 2013, the acquired properties' historical results of operations, and estimates of the effect of the transaction on the combined results. The pro forma results of operations have been prepared by adjusting the historical results of QEP to include the historical results of the acquired properties based on information provided by the seller and the impact of the preliminary purchase price allocation. The pro forma results of operations do not include any cost savings or other synergies that may result from the Permian Basin Acquisition or any estimated costs that have been or will be incurred by the Company to integrate the acquired properties.
 
 
Three Months Ended
 
Six Months Ended
 
 
June 30,
 
June 30,
 
 
2013
 
2013
 
2014
 
2014
 
2013
 
2013
 
 
Actual
 
Pro forma
 
Actual
 
Pro forma
 
Actual
 
Pro forma
 
 
 
(in millions, except per share data)
Revenues
 
$
751.0

 
$
790.1

 
$
1,820.6

 
$
1,846.7

 
$
1,447.5

 
$
1,521.1

Net income (loss) attributable to QEP
 
178.4

 
182.6

 
(52.6
)
 
(45.6
)
 
174.1

 
186.2

Earnings per common share attributable to QEP
 
 
 
 
 
 
 
 
Basic
 
$
0.99

 
$
1.02

 
$
(0.29
)
 
$
(0.25
)
 
$
0.97

 
$
1.04

Diluted
 
0.99

 
1.02

 
(0.29
)
 
(0.25
)
 
0.97

 
1.04


Divestitures

In June 2014, QEP Energy sold its interests in certain non-core properties in the Midcontinent area and other non-core assets in the Williston Basin for total cash proceeds of $702.3 million, subject to post-closing purchase price adjustments, and recorded a pre-tax loss of $200.9 million. An additional $28.7 million of consideration is currently being held in escrow related to unresolved title defects. During the quarter ended June 30, 2014, QEP Energy recorded the loss on its Condensed Consolidated Statement of Operations in "Net loss from asset sales".

Note 4 - QEP Midstream

QEP Midstream (NYSE: QEPM) is a publicly traded master limited partnership formed by QEP to own, operate, acquire and develop midstream energy assets. QEP Midstream's assets currently consist of ownership interests in four gathering systems and two Federal Energy Regulatory Commission regulated pipelines, which provide oil and gas gathering and transportation

8



services. These assets are located in, or within close proximity to, the Green River Basin located in Wyoming and Colorado, the Uinta Basin located in eastern Utah, and the Williston Basin located in North Dakota.

Initial Public Offering

On August 14, 2013, QEP Midstream completed its initial public offering (the IPO) of 20,000,000 common units, representing limited partner interests in QEP Midstream, at a price to the public of $21.00 per common unit. QEP Midstream received net proceeds of $390.7 million from the sale of the common units, after deducting underwriting discounts and commissions, structuring fees and offering expenses of $29.3 million. Following the IPO, the underwriters exercised their over-allotment option to purchase an additional 3,000,000 common units, at a price of $21.00 per common unit, providing additional net proceeds of $58.9 million, after deducting $4.1 million of underwriters' discounts and commissions and structuring fees, to QEP Midstream.

QEP Midstream used the net proceeds to repay its outstanding debt balance with QEP, which was assumed with the assets contributed to QEP Midstream, pay revolving credit facility origination fees and make a cash distribution to QEP, a portion of which was used to reimburse QEP for certain capital expenditures it incurred with respect to assets contributed to QEP Midstream. The following table is a reconciliation of proceeds from the IPO (in millions):
Total proceeds from the IPO
 
$
483.0

IPO Costs
 
(33.4
)
Net proceeds from the IPO
 
449.6

QEPM's revolving credit facility origination fees
 
(3.0
)
QEPM's repayment of outstanding debt with QEP
 
(95.5
)
Net proceeds distributed to QEP from the IPO
 
$
351.1


QEP Midstream Partners GP, LLC (the General Partner), a wholly owned subsidiary of QEP Field Services, serves as the general partner of QEP Midstream. QEP Field Services owns a 57.8% interest in QEP Midstream and consolidates QEP Midstream for financial reporting purposes with the portion not owned by QEP Field Services reflected as a reduction to net income and equity as a noncontrolling interest.

Note 5 – Earnings Per Share
 
Basic earnings per share (EPS) are computed by dividing net income attributable to QEP by the weighted-average number of common shares outstanding during the reporting period. Diluted EPS includes the potential increase in the number of outstanding shares that could result from the exercise of in-the-money stock options. QEP’s unvested restricted shares are included in weighted-average basic common shares outstanding because once the shares are granted, the restricted shares are considered issued and outstanding, the historical forfeiture rate is minimal and the restricted shares receive dividends.
 
Unvested equity-based payment awards that contain non-forfeitable rights to dividends or dividend equivalents are considered participating securities and are included in the computation of earnings per share pursuant to the two-class method. The Company’s unvested restricted stock awards contain non-forfeitable dividend rights and participate equally with common stock with respect to dividends issued or declared. However, the Company’s unvested restricted stock does not have a contractual obligation to share in losses of the Company. The Company’s unexercised stock options do not contain rights to dividends. Under the two-class method, the earnings used to determine basic earnings per common share are reduced by an amount allocated to participating securities. When the Company records a net loss, none of the loss is allocated to the participating securities since the securities are not obligated to share in Company losses. Use of the two-class method has an insignificant impact on the calculation of basic and diluted earnings per common share. For the three and six months ended June 30, 2014, 0.4 million and 0.3 million shares, respectively, were not included in diluted common shares outstanding as they were anti-dilutive due to QEP's net loss. During the three and six months ended June 30, 2013, there were no anti-dilutive shares.


9



A reconciliation of the components of basic and diluted shares used in the EPS calculation follows:
 
Three Months Ended
 
Six Months Ended
 
June 30,
 
June 30,
 
2014
 
2013
 
2014
 
2013
 
(in millions)
Weighted-average basic common shares outstanding
180.1

 
179.3

 
179.9

 
179.1

Potential number of shares issuable upon exercise of in-the-money stock options under the Long-term Stock Incentive Plan

 
0.2

 

 
0.3

Average diluted common shares outstanding
180.1

 
179.5

 
179.9

 
179.4



Note 6 – Asset Retirement Obligations
 
QEP records asset retirement obligations (ARO) when there are legal obligations associated with the retirement of tangible long-lived assets. The Company's ARO liability applies primarily to abandonment costs associated with oil and gas wells, production facilities, midstream assets, and certain other properties. The fair values of such costs are estimated by Company personnel based on abandonment costs of similar assets and depreciated over the life of the related assets. Revisions to the ARO estimates result from changes in expected cash flows or material changes in estimated asset retirement costs. The ARO liability is adjusted to present value each period through an accretion calculation using a credit-adjusted risk-free interest rate. Of the $189.5 million and $193.6 million ARO liability for the periods ended June 30, 2014 and December 31, 2013, $1.0 million and $1.8 million was included, respectively, as a current liability in "Accounts payable and accrued expenses" on the Condensed Consolidated Balance Sheets.

The following is a reconciliation of the changes in the Company's ARO for the periods specified below:

 
Asset Retirement Obligations
 
2014
 
(in millions)
ARO liability at January 1,
$
193.6

Accretion
4.4

Additions(1)
13.2

Revisions
(0.4
)
Liabilities settled(2)
(21.3
)
ARO liability at June 30,
$
189.5

____________________________
(1) Additions include $9.7 million related to the Permian Basin Acquisition.
(2) Settlements include $20.0 million related to the property sales in the second quarter of 2014 (see Note 3 - Acquisitions and Divestitures).

Note 7 – Fair Value Measurements
 
QEP measures and discloses fair values in accordance with the provisions of ASC 820, Fair Value Measurements and Disclosures. This guidance defines fair value in applying GAAP, establishes a framework for measuring fair value and expands disclosures about fair-value measurements. ASC 820 also establishes a fair-value hierarchy. Level 1 inputs are quoted prices (unadjusted) for identical assets or liabilities in active markets that the Company has the ability to access at the measurement date. Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. Level 3 inputs are unobservable inputs for the asset or liability.
 
QEP has determined that its commodity derivative instruments are Level 2. The Level 2 fair value of commodity derivative contracts (see Note 8 - Derivative Contracts) is based on market prices posted on the respective commodity exchange on the last trading day of the reporting period and industry standard discounted cash flow models. QEP primarily applies the market approach for recurring fair value measurements and maximizes its use of observable inputs and minimizes its use of unobservable inputs. QEP considers bid and ask prices for valuing the majority of its assets and liabilities measured and

10



reported at fair value. In addition to using market data, QEP makes assumptions in valuing its assets and liabilities, including assumptions about risk and the risks inherent in the inputs to the valuation technique. The Company's policy is to recognize significant transfers between levels at the end of the reporting period.
 
Certain of the Company's commodity derivative instruments are valued using industry standard models that consider various inputs, including quoted forward prices for commodities, time value, volatility, and current market and contractual prices for the underlying instruments, as well as other relevant economic measures. Substantially all of these inputs are observable in the marketplace throughout the full term of the instrument and can be derived from observable data or are supported by observable prices at which transactions are executed in the marketplace. The determination of fair value for derivative assets and liabilities also incorporates nonperformance risk for counterparties and for QEP. Derivative contract fair values are reported on a net basis to the extent a legal right of offset with the counterparty exists.
 
In addition, QEP has interest rate swaps that it has determined are Level 2 financial instruments. The fair values of the interest rate swaps are determined using the market standard methodology of discounting the future expected cash flows that would occur under the contractual terms of the swap. The variable interest rates used in the calculation of projected cash flows are based on an expectation of future interest rates derived from observable market interest rate curves. QEP incorporates credit valuation adjustments to reflect both its nonperformance risk and the respective counterparty's nonperformance risk in the fair value measurements. While the credit valuation adjustments are not observable inputs, they are not significant to the overall valuation and the other inputs used to value the interest rate swaps are observable Level 2 inputs.

The fair value of financial assets and liabilities at June 30, 2014, is shown in the table below:
 
Fair Value Measurements
 
June 30, 2014
 
Gross Amounts of Assets and Liabilities
 
Netting
Adjustments(1)
 
Net Amounts Presented on the Condensed Consolidated Balance Sheets
 
Level 1
 
Level 2
 
Level 3
 
 
 
(in millions)
Financial Assets
 
 
 
 
 
 
 
 
 
Commodity derivative instruments - short-term
$

 
$
4.3

 
$

 
$
(4.3
)
 
$

Commodity derivative instruments - long-term

 
0.5

 

 

 
0.5

Interest rate swaps - long-term

 
1.2

 

 

 
1.2

Total financial assets
$

 
$
6.0

 
$

 
$
(4.3
)
 
$
1.7

 
 
 
 
 
 
 
 
 
 
Financial Liabilities
 

 
 

 
 

 
 

 
 

Commodity derivative instruments - short-term
$

 
$
108.9

 
$

 
$
(4.3
)
 
$
104.6

Interest rate swaps - short-term

 
4.7

 

 

 
4.7

Commodity derivative instruments - long-term

 
16.1

 

 

 
16.1

Total financial liabilities
$

 
$
129.7

 
$

 
$
(4.3
)
 
$
125.4

 ____________________________
(1) The Company nets its derivative contract assets and liabilities outstanding with the same counterparty on the Condensed Consolidated Balance Sheets as the contracts contain netting provisions. Refer to Note 8 - Derivative Contracts, for additional information regarding the Company's derivative contracts.


11



The fair value of financial assets and liabilities at December 31, 2013, is shown in the table below:
 
Fair Value Measurements
 
December 31, 2013
 
Gross Amounts of Assets and Liabilities
 
Netting
Adjustments(1)
 
Net Amounts Presented on the Condensed Consolidated Balance Sheets
 
Level 1
 
Level 2
 
Level 3
 
 
 
(in millions)
Financial Assets
 
 
 
 
 
 
 
 
 
Commodity derivative instruments - short-term
$

 
$
5.5

 
$

 
$
(5.3
)
 
$
0.2

Commodity derivative instruments - long-term

 
0.4

 

 

 
0.4

Interest rate swaps - long-term

 
0.6

 

 

 
0.6

Total financial assets
$

 
$
6.5

 
$

 
$
(5.3
)
 
$
1.2

 
 
 
 
 
 
 
 
 
 
Financial Liabilities
 

 
 

 
 

 
 

 
 

Commodity derivative instruments - short-term
$

 
$
29.4

 
$

 
$
(5.3
)
 
$
24.1

Interest rate swaps - short-term

 
2.6

 

 

 
2.6

Total financial liabilities
$

 
$
32.0

 
$

 
$
(5.3
)
 
$
26.7

_______________________
(1) The Company nets its derivative contract assets and liabilities outstanding with the same counterparty on the Condensed Consolidated Balance Sheets as the contracts contain netting provisions. Refer to Note 8 - Derivative Contracts, for additional information regarding the Company's derivative contracts.

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:
 
Carrying
Amount
 
Level 1
Fair Value
 
Carrying
Amount
 
Level 1
Fair Value
 
June 30, 2014
 
December 31, 2013
 
(in millions)
Financial assets
 
 
 
 
 
 
 
Cash and cash equivalents
$
702.3

 
$
702.3

 
$
11.9

 
$
11.9

Financial liabilities
 

 
 

 
 

 
 

Checks outstanding in excess of cash balances
$
5.7

 
$
5.7

 
$
90.9

 
$
90.9

Long-term debt
$
3,910.8

 
$
4,064.5

 
$
2,997.5

 
$
3,034.9


The carrying amounts of cash and cash equivalents and checks outstanding in excess of cash balances approximate fair value. The fair value of fixed-rate long-term debt is based on the trading levels and dollar prices for the Company’s debt at the end of the quarter. The carrying amount of variable-rate long-term debt approximates fair value because the floating interest rate paid on such debt was set for periods of one month.

The initial measurement of ARO at fair value is calculated using discounted cash flow techniques and based on internal estimates of future retirement costs associated with property, plant and equipment. Significant Level 3 inputs used in the calculation of asset retirement obligations include plugging costs and remaining reserve lives. A reconciliation of the Company’s ARO is presented in Note 6 – Asset Retirement Obligations.

Note 8 – Derivative Contracts
 
QEP has established policies and procedures for managing commodity price volatility through the use of derivative instruments. In the normal course of business, QEP uses commodity price derivative instruments to reduce the impact of potential downward movements in commodity prices on cash flow, returns on capital investment, and other financial results. However, these instruments typically limit gains from favorable price movements. The volume of production subject to commodity derivative instruments and the mix of the instruments are frequently evaluated and adjusted by management in

12



response to changing market conditions. QEP may enter into commodity derivative contracts for up to 100% of forecasted production from proved reserves. In addition, QEP may enter into commodity derivative contracts on a portion of its extracted NGL volumes in its midstream business and a portion of its gas sales and purchases for marketing transactions. QEP does not enter into commodity derivative instruments for speculative purposes.
 
QEP uses commodity derivative instruments known as fixed-price swaps to realize a known price for a specific volume of production delivered into a regional sales point. QEP's commodity derivative instruments do not require the physical delivery of gas, oil, or NGL between the parties at settlement. Swap transactions are settled in cash with one party paying the other for the net difference in prices, multiplied by the contract volume, for the settlement period. Gas price derivative instruments are typically structured as fixed-price swaps at regional price indices. Oil price derivative instruments are typically structured as NYMEX fixed-price swaps based at Cushing, Oklahoma or oil price swaps that use IntercontinentalExchange, Inc. (ICE), Brent oil prices as the reference price. QEP also enters into crude oil basis swaps to achieve a fixed price swap for a portion of its oil that it sells at prices that reference ICE Brent and Light Louisiana Sweet (LLS).

QEP enters into commodity derivative transactions that do not have margin requirements or collateral provisions that would require payments prior to the scheduled settlement dates. Commodity derivative contract counterparties are normally financial institutions and energy trading firms with investment-grade credit ratings. QEP routinely monitors and manages its exposure to counterparty risk by requiring specific minimum credit standards for all counterparties and avoids concentration of credit exposure by transacting with multiple counterparties.
 
Effective January 1, 2012, QEP elected to de-designate all of its gas, oil and NGL derivative contracts that were previously designated as cash flow hedges and discontinue hedge accounting prospectively. As a result of discontinuing hedge accounting, the mark-to-market values at December 31, 2011, were fixed in Accumulated Other Comprehensive Income (AOCI) as of the de-designation date and are being reclassified into the Condensed Consolidated Statements of Operations as the transactions settle and affect earnings. As of December 31, 2013, all mark-to-market value was reclassified from AOCI. During the six months ended June 30, 2013, $40.7 million of unrealized gains, after tax, were reclassified from AOCI into the Condensed Consolidated Statements of Operations in "Realized and unrealized losses on derivative contracts" as the transactions settled. All realized and unrealized gains and losses from derivative instruments incurred after January 1, 2012, are presented in the Condensed Consolidated Statements of Operations in "Realized and unrealized losses on derivative contracts" below operating income.

QEP also uses interest rate swaps to mitigate a portion of its exposure to interest rate volatility risk associated with its $600.0 million term loan. For the $300.0 million term loan issued during 2012, QEP locked in a fixed interest rate of 1.07% in exchange for a variable interest rate indexed to the one-month LIBOR. For the incremental $300.0 million borrowed under the term loan during 2014, QEP locked in a fixed interest rate of 0.86%. The average effective interest rate on the $600.0 million term loan when combined with the fixed interest rate swaps for the six months ended June 30, 2014 was 2.96%. The interest rate swaps settle monthly and will mature in March 2017.


13



QEP Energy Derivative Contracts
The following table sets forth QEP Energy’s quantities and average prices for its commodity derivative contracts as of June 30, 2014

Year
 
Type of Contract
 
Index
 
Total
Volumes
 
Average Swap price per unit
 
 
 
 
 
 
(in millions)
 
 
Gas sales
 
 
 
 
 
(MMBtu)

 
 
2014
 
SWAP
 
 NYMEX
 
14.7

 
$
4.22

2014
 
SWAP
 
 IFNPCR
 
40.5

 
$
4.08

2015
 
SWAP
 
NYMEX
 
25.6

 
$
4.14

2015
 
SWAP
 
IFNPCR
 
11.0

 
$
4.06

Oil sales
 
 
 
 
 
(Bbls)

 
 

2014
 
SWAP
 
NYMEX WTI
 
6.3

 
$
93.54

2015
 
SWAP
 
NYMEX WTI
 
5.5

 
$
89.14

2015
 
SWAP
 
BRENT ICE
 
0.4

 
$
104.95


The following table sets forth QEP Energy's oil basis swaps as of June 30, 2014:
Year
 
Index
 
Index Less Differential
 
Total Volumes
 
Weighted Average Differential
 
 
 
 
 
 
(in millions)
 
 
Oil basis swaps
 
 
 
 
 
(Bbls)

 
 
2014
 
NYMEX WTI
 
ICE Brent
 
0.4

 
$
13.78

2014
 
NYMEX WTI
 
LLS
 
0.4

 
$
4.03

2015
 
NYMEX WTI
 
LLS
 
0.1

 
$
4.03


QEP Marketing Derivative Contracts
QEP Marketing enters into commodity derivative transactions to lock in a margin on gas volumes placed into storage and for marketing transactions in which QEP Marketing sells gas volumes at a fixed price. The following table sets forth QEP Marketing’s volumes and swap prices for its commodity derivative contracts as of June 30, 2014:
Year
 
Type of Contract
 
Index
 
Total
Volumes
 
Average Swap price
per MMBtu
 
 
 
 
 
 
(in millions)
 
 
Gas sales
 
 
 
 
 
(MMBtu)

 
 
2014
 
SWAP
 
IFNPCR
 
2.2

 
$
3.89

Gas purchases
 
 
 
 
 
(MMBtu)

 
 

2014
 
SWAP
 
IFNPCR
 
0.8

 
$
3.82



14



QEP's Derivative Contracts
The following table sets forth QEP’s notional amount and interest rate for its interest rate swaps outstanding as of June 30, 2014:
Notional amount
 
Type of Contract
 
Maturity
 
Fixed Rate Paid
 
Variable Rate Received
(in millions)
 
 
 
 
 
 
 
 
$300.0
 
Swap
 
March 2017
 
1.07%
 
One-month LIBOR
$300.0
 
Swap
 
March 2017
 
0.86%
 
One-month LIBOR
$600.0
 
 
 
 
 
0.96%
 
 
 
QEP Derivative Financial Statement Presentation
The following table identifies the condensed consolidated balance sheet location of QEP’s outstanding derivative contracts on a gross contract basis as opposed to the net contract basis presentation in the Condensed Consolidated Balance Sheets and the related fair values at the balance sheet dates:
 
 
 
Gross asset derivative
instruments fair value
 
Gross liability derivative
instruments fair value
 
Balance Sheet
line item
 
June 30,
2014
 
December 31, 2013
 
June 30,
2014
 
December 31, 2013
 
 
 
(in millions)
 
(in millions)
Current:
 
 
 
 
 
 
 
 
 
Commodity
Fair value of derivative contracts
 
$
4.3

 
$
5.5

 
$
108.9

 
$
29.4

Interest rate swaps
Fair value of derivative contracts
 

 

 
4.7

 
2.6

Long-term:
 
 
 

 
 

 
 

 
 

Commodity
Fair value of derivative contracts
 
0.5

 
0.4

 
16.1

 

Interest rate swaps
Fair value of derivative contracts
 
1.2

 
0.6

 

 

Total derivative instruments
 
$
6.0

 
$
6.5

 
$
129.7

 
$
32.0



15



The effects of the change in fair value and settlement of QEP's derivative contracts recorded in "Realized and unrealized losses on derivative contracts" on the Condensed Consolidated Statements of Operations are summarized in the following tables:
 
 
Three Months Ended
 
Six Months Ended
Derivative instruments not designated as cash flow hedges
 
June 30,
 
June 30,
 
2014
 
2013
 
2014
 
2013
Realized gains (losses) on commodity derivative contracts
 
(in millions)
QEP Energy
 
 
 
 
 
 
 
 
Gas derivative contracts
 
$
(8.4
)
 
$
24.9

 
$
(28.8
)
 
$
69.5

Oil derivative contracts
 
(25.1
)
 
6.4

 
(38.0
)
 
11.6

QEP Marketing
 
 

 
 

 
 

 
 

Gas derivative contracts
 
(0.6
)
 
(0.5
)
 
(2.0
)
 
1.0

Total realized gains (losses) on commodity derivative contracts
 
(34.1
)
 
30.8

 
(68.8
)
 
82.1

Unrealized gains (losses) on commodity derivative contracts
QEP Energy
 
 

 
 

 
 

 
 

Gas derivative contracts
 
6.0

 
61.3

 
(18.1
)
 
(3.0
)
Oil derivative contracts
 
(57.8
)
 
16.8

 
(78.9
)
 
(2.9
)
QEP Marketing
 
 

 
 

 
 

 
 

Gas derivative contracts
 
0.7

 
1.3

 
0.4

 
(0.4
)
Total unrealized gains (losses) on commodity derivative contracts
 
(51.1
)
 
79.4

 
(96.6
)
 
(6.3
)
Total realized and unrealized gains (losses) on commodity derivative contracts
 
$
(85.2
)
 
$
110.2

 
$
(165.4
)
 
$
75.8

 
 
 
 
 
 
 
 
 
Realized gains (losses) on interest rate swaps
Realized losses on interest rate swaps
 
$
(1.2
)
 
$
(0.7
)
 
$
(1.9
)
 
$
(1.3
)
Unrealized gains (losses) on interest rate swaps
Unrealized gains (losses) on interest rate swaps
 
(1.6
)
 
4.5

 
(1.6
)
 
4.9

Total realized and unrealized gains (losses) on interest rate swaps
 
$
(2.8
)
 
$
3.8

 
$
(3.5
)
 
$
3.6

Total net realized gains (losses) on derivative contracts
 
$
(35.3
)
 
$
30.1

 
$
(70.7
)
 
$
80.8

Total net unrealized gains (losses) on derivative contracts
 
(52.7
)
 
83.9

 
(98.2
)
 
(1.4
)
Grand Total
 
$
(88.0
)
 
$
114.0

 
$
(168.9
)
 
$
79.4



Note 9 – Restructuring Costs

In December 2013, QEP announced its plan to pursue a separation of its midstream business, QEP Field Services. In connection with this announcement, the Board of Directors approved an employee retention plan to provide substantially all QEP Field Services' employees as of December 1, 2013, with a one-time lump-sum cash payment on the earlier of December 31, 2014, or whenever the separation of QEP Field Services occurs conditioned on continued employment with QEP Field Services or a successor through the payment date unless the employee is terminated prior to such date.
 
During 2012, QEP began incurring costs related to the closure of its Oklahoma City office and the subsequent consolidation of its Southern Region operations into a single regional office located in Tulsa. Additionally, during 2012, QEP incurred additional restructuring and reorganization costs related to consolidating various corporate and accounting functions to the Denver corporate headquarters. The creation of one office for QEP’s Southern Region as well as the consolidation of corporate and accounting functions increased efficiency, team-based collaboration and organizational productivity. As part of the reorganization, QEP incurred costs associated with the severance, retention and relocation of employees, additional pension expenses, exit costs associated with the termination of operating leases arising from office space that will no longer be utilized by the Company and other expenses. All remaining restructuring costs related to the 2012 office consolidations were incurred during 2013.

16




The following table summarizes, by line of business, each major type of restructuring cost expected to be incurred and the total amounts recorded in "General and administrative" expense on the Condensed Consolidated Statements of Operations for the respective periods indicated:

 
Total Restructuring Costs
 
Total Expected to be Incurred
 
Recognized in Income
 
 
Period from Inception to June 30, 2014
 
Three Months Ended June 30,
 
Six Months Ended June 30, 2014
 
 
 
2014
 
2013
 
2014
 
2013
QEP Energy
(in millions)
One-time termination benefits
$
3.3

 
$
3.3

 
$

 
$
0.1

 
$

 
$
0.3

Retention & relocation expense
3.7

 
3.7

 

 
0.1

 

 
0.2

Lease termination costs
0.6

 
0.6

 

 

 

 

Total restructuring costs
$
7.6

 
$
7.6

 
$

 
$
0.2

 

 
0.5

 
 
 
 
 
 
 
 
 
 
 
 
QEP Field Services
 
 
 
 
 
 
 
 
 
 
 
Retention & relocation expense
$
10.5

 
$
5.8

 
$
2.6

 
$

 
$
4.8

 
$

Total restructuring costs
$
10.5

 
$
5.8

 
$
2.6

 
$

 
$
4.8

 
$

 
 
 
 
 
 
 
 
 
 
 
 
QEP Marketing
 
 
 
 
 
 
 
 
 
 
 
One-time termination benefits
$
0.3

 
$
0.3

 
$

 
$

 
$

 
$
0.1

Total restructuring costs
$
0.3

 
$
0.3

 
$

 
$

 
$

 
$
0.1

 
 
 
 
 
 
 
 
 
 
 
 
Total QEP
 
 
 
 
 
 
 
 
 
 
 
One-time termination benefits
$
3.6

 
$
3.6

 
$

 
$
0.1

 
$

 
$
0.4

Retention & relocation expense
14.2

 
9.5

 
2.6

 
0.1

 
4.8

 
0.2

Lease termination costs
0.6

 
0.6

 

 

 

 

Total restructuring costs
$
18.4

 
$
13.7

 
$
2.6

 
$
0.2

 
$
4.8

 
$
0.6


The following is a reconciliation of the restructuring liability, by line of business, which is included within “Accounts payable and accrued expenses” on the Condensed Consolidated Balance Sheets:
 
QEP Energy
 
QEP Field Services
 
QEP Marketing
 
Total
 
(in millions)
Balance at December 31, 2013
$

 
$
0.8

 
$

 
$
0.8

Costs incurred and charged to expense

 
4.8

 

 
4.8

Costs paid or otherwise settled

 

 

 

Balance at June 30, 2014
$

 
5.6

 

 
$
5.6

 

17



Note 10 – Debt
 
As of the indicated dates, the principal amount of QEP’s debt, including amounts outstanding under its and QEP Midstream's revolving credit facilities, QEP's term loan and QEP's senior notes consisted of the following:
 
June 30,
2014
 
December 31,
2013
 
(in millions)
QEP's revolving credit facility due 2016
$
1,093.0

 
$
480.0

QEP Midstream's revolving credit facility due 2018

 

Term loan due 2017
600.0

 
300.0

6.05% Senior Notes due 2016
176.8

 
176.8

6.80% Senior Notes due 2018
134.0

 
134.0

6.80% Senior Notes due 2020
136.0

 
136.0

6.875% Senior Notes due 2021
625.0

 
625.0

5.375% Senior Notes due 2022
500.0

 
500.0

5.25% Senior Notes due 2023
650.0

 
650.0

Total principal amount of debt
3,914.8

 
3,001.8

Less unamortized discount
(4.0
)
 
(4.3
)
Total long-term debt outstanding
$
3,910.8

 
$
2,997.5

 
Of the total debt outstanding on June 30, 2014, amounts outstanding under QEP's revolving credit facility due August 25, 2016, QEP Midstream's revolving credit facility due August 14, 2018, QEP's term loan due April 18, 2017, the 6.05% Senior Notes due September 1, 2016, and the 6.80% Senior Notes due April 1, 2018, will mature within the next five years.
 
Credit Facilities
 
QEP's Credit Facility
QEP’s unsecured revolving credit facility, which matures in August 2016, provides for loan commitments of $1.5 billion from a group of financial institutions. The credit facility provides for borrowings at short-term interest rates and contains customary covenants and restrictions. The credit facility also contains an accordion provision that would allow for the amount of the facility to be increased to $2.0 billion and a provision whereby the maturity can be extended for up to two additional one-year periods, with the agreement of the lenders.

During the six months ended June 30, 2014 and 2013, QEP’s weighted-average interest rate on borrowings from its credit facility was 2.20% and 2.33%, respectively. At June 30, 2014 and December 31, 2013, QEP was in compliance with the covenants under the credit agreement. At June 30, 2014, there was $1,093.0 million outstanding and $3.8 million of letters of credit issued under the credit facility.

QEP Midstream's Credit Facility
On August 14, 2013, QEP Midstream entered into a $500.0 million senior secured revolving credit facility with a group of financial institutions, which matures on August 14, 2018. QEP Midstream's credit facility contains an accordion provision that allows for the amount of the facility to be increased to $750.0 million with the agreement of the lenders. QEP Midstream's credit facility is available for QEP Midstream's working capital, capital expenditures, permitted acquisitions and general corporate purposes, including distributions. Substantially all of QEP Midstream's assets, excluding equity in and assets of certain joint ventures and unrestricted subsidiaries, are pledged as collateral under the credit facility. In addition, the credit agreement contains restrictions and events of default customary for agreements of this nature.

As of June 30, 2014, and December 31, 2013, there have been no borrowings under QEP Midstream's credit facility and QEP Midstream was in compliance with the covenants under the QEP Midstream credit agreement.

QEP is not a borrower or guarantor of QEP Midstream's credit facility. In addition, QEP is not subject to any of the restrictions or covenants contained in QEP Midstream's credit agreement. Outstanding indebtedness under QEP Midstream's credit facility is not included in the definition of indebtedness under QEP's credit agreement.


18



Term Loan
QEP's $600.0 million unsecured term loan facility provides for borrowings at short-term interest rates and contains covenants, restrictions, and interest rates that are substantially the same as QEP’s revolving credit facility. The term loan matures in April 2017, and the maturity date may be extended one year with the agreement of the lenders. In conjunction with the Permian Basin Acquisition, QEP borrowed an incremental $300.0 million available under the facility and increased total borrowings under the term loan to $600.0 million. There were no changes to the maturity date, pricing or covenants in the credit agreement. QEP incurred $1.1 million of debt issuance costs associated with the new term loan issuance.

During the six months ended June 30, 2014 and 2013, QEP’s weighted-average interest rate on borrowings from the term loan was 2.23% for both periods. At June 30, 2014 and December 31, 2013, QEP was in compliance with the covenants under the term loan credit agreement.
 
Senior Notes
At June 30, 2014, the Company had $2,221.8 million principal amount of senior notes outstanding with maturities ranging from September 2016 to May 2023 and coupons ranging from 5.25% to 6.875%. The senior notes pay interest semi-annually, are unsecured senior obligations and rank equally with all of our other existing and future unsecured and senior obligations. QEP may redeem some or all of its senior notes at any time before their maturity at a redemption price based on a make-whole amount plus accrued and unpaid interest to the date of redemption. The indentures governing QEP’s senior notes contain customary events of default and covenants that may limit QEP’s ability to, among other things, place liens on its property or assets.

Note 11 - Contingencies

QEP is involved in various commercial and regulatory claims, litigation and other legal proceedings that arise in the ordinary course of its business. QEP assesses these claims in an effort to determine the degree of probability and range of possible loss for potential accrual in its consolidated financial statements. In accordance with ASC 450, Contingencies, an accrual is recorded for a loss contingency when its occurrence is probable and damages can be reasonably estimated based on the anticipated most likely outcome or the minimum amount within a range of possible outcomes. Because legal proceedings are inherently unpredictable and unfavorable resolutions could occur, assessing contingencies is highly subjective and requires judgments about uncertain future events. When evaluating contingencies, QEP may be unable to provide a meaningful estimate due to a number of factors, including the procedural status of the matter in question, the presence of complex or novel legal theories, and/or the ongoing discovery and development of information important to the matter. QEP's litigation loss contingencies are discussed below. Except for the Rocky Mountain Resources matter discussed below, QEP is unable to estimate reasonably possible losses (in excess of recorded accruals, if any) for these contingencies for the reasons set forth above. QEP believes, however, that the resolution of pending proceedings (after accruals and insurance coverage) will not be material to QEP's financial position, but could be material to results of operations in a particular quarter or year.

Environmental Claims
 
In October 2009, QEP received a cease and desist order from the U.S. Army Corps of Engineers (COE) to refrain from unpermitted work resulting in the discharge of dredged and/or fill material into waters of the United States at three sites located in Caddo and Red River Parishes, Louisiana. Region 6 of the U.S. Environmental Protection Agency (EPA) has assumed lead responsibility for enforcement of the cease and desist order and any possible future orders for the removal of unauthorized fills and/or civil penalties under the Clean Water Act. On June 28, 2013, the EPA issued to QEP an Administrative Complaint for the alleged violations. QEP and the EPA reached an agreement to settle the alleged violations through an Administrative Order, under the terms of which QEP paid an administrative penalty of $0.2 million. The Administrative Order is final. In 2012, QEP completed a field audit, which identified 112 additional instances affecting approximately 90 acres where work may have been conducted in violation of the Clean Water Act. QEP has disclosed each of these instances to the EPA under the EPA's Audit Policy (to reduce penalties) and to the COE. QEP is working with the EPA and the COE to resolve these matters, which will require the Company to undertake certain mitigation and permitting activities, and may require QEP to pay a monetary penalty.


19



In July 2010, QEP received a Notice of Potential Penalty (NOPP) from the Louisiana Department of Environmental Quality (LDEQ) regarding the assumption of ownership and operatorship of a single facility in Louisiana prior to transferring the facility's air quality permit. In 2011, QEP completed an internal audit, which identified 424 facilities in Louisiana for which QEP both failed to submit a complete permit application and to receive approval from the department prior to construction, modification, or operation. QEP has corrected and disclosed all instances of non-compliance to the LDEQ and is working with the department to resolve the NOPP. The LDEQ has assumed lead responsibility for enforcement of the NOPP, and may require the Company to pay a monetary penalty. 
 
Litigation
 
Questar Gas Company v. QEP Field Services Company, Civil No. 120902969, Third Judicial District Court, State of Utah. QEP Field Services' former affiliate, Questar Gas Company (QGC), filed this complaint in state court in Utah on May 1, 2012, asserting claims for breach of contract, breach of implied covenant of good faith and fair dealing, and an accounting and declaratory judgment related to a 1993 gathering agreement (the 1993 Agreement) executed when the parties were affiliates. Specific monetary damages are not asserted. Under the 1993 Agreement, certain of QEP Field Services' systems provide gathering services to QGC charging an annual gathering rate which is based on the cost of service. QGC is disputing the annual calculation of the gathering rate. The annual gathering rate has been calculated in the same manner under the 1993 Agreement since it was amended in 1998, without any prior objection or challenge by QGC. At the closing of the Offering, the assets and agreement discussed above were assigned to QEP Midstream. QGC netted the disputed amount from its monthly payments of the gathering fees to QEP Field Services and has continued to net such amounts from its monthly payment to QEP Midstream. As of June 30, 2014, QEP Midstream has deferred revenue of $11.6 million related to the QGC disputed amount. QEP Field Services has filed counterclaims seeking damages and a declaratory judgment relating to its gathering services under the 1993 Agreement. QGC may seek to amend its complaint to add QEP Midstream as a defendant in the litigation. QEP Midstream has been indemnified by QEP for costs, expenses and other losses incurred by QEP Midstream in connection with the QGC dispute, subject to certain limitations, as set forth in the Omnibus Agreement entered into between QEP Midstream and QEP in connection with the IPO.

Rocky Mountain Resources, LLC v. QEP Energy Company, Wexpro Company, Ultra Resources, Inc. and Lance Oil & Gas Company, Inc., Civil No. 2011-7816, District Court of Sublette County, Wyoming. Rocky Mountain Resources, LLC (Rocky Mountain) filed its complaint on March 30, 2011, seeking determination of the existence of a 4% overriding royalty interest in State of Wyoming oil and gas Lease No. 79-0645 covering Section 16, T32-N R-109-W, Sublette County, Wyoming. QEP and the other defendants are current lessees of Lease 79-0645. Rocky Mountain alleges that the defendants have received benefits from Lease 79-0645 and have failed to pay Rocky Mountain monies associated with the claimed 4% overriding royalty interest since the issuance of the lease by the State of Wyoming in 1980. Rocky Mountain asserts claims for quiet title, declaratory judgment, breach of contract, breach of duty of good faith, conversion, constructive trust and prejudgment interest. On May 7, 2014, the trial court entered its order granting plaintiff's motion for summary judgment on the issue of whether the overriding royalty interest attaches to QEP's lease. On June 17, 2014, the Supreme Court of Wyoming denied QEP's Petition for Writ of Review. There are several affirmative defenses that remain to be tried and QEP continues to vigorously defend the case. A trial date is scheduled for February 2015. QEP estimates, based in part on damages asserted by the plaintiff, that the range of reasonably possible outcomes is no loss to a loss of approximately $20 million.

Gatti et al v. State of Louisiana et al, 589,350, 19th JDC, Parish of East Baton Rouge, Louisiana. In this putative class action arising out of the unitization practices and orders of the Louisiana Commissioner of Conservation (Commissioner), plaintiffs seek to represent a class of all Haynesville Shale mineral owners (alleged to be over 50,000 in number) against the Commissioner and all Haynesville Shale unit operators. Plaintiffs filed their complaint on April 8, 2010, and claim that the Commissioner exceeded his statutory authority in creating and perpetuating units larger than the area that can be efficiently and economically drained by a single well. They seek declaratory relief that would nullify all such improper orders, along with an unspecified amount of monetary damages from the unit operators sufficient to compensate the putative class members for the alleged dilution of their true interest in unit production as a result of "oversized" units and the "cloud on title" caused by having excessive and improperly sized units purport to hold their mineral leases via unit operations. All defendants filed exceptions to the plaintiffs' petition on the primary ground that plaintiffs had failed to comply with the exclusive statutory judicial review procedure (Louisiana Revised Statutes 30:12), which the trial court granted, dismissing the action in its entirety. On January 15, 2014, the Louisiana First Circuit Court of Appeal reversed and reinstated plaintiffs' claims. Defendants have asked for review of the Louisiana Supreme Court, which review is discretionary.

Yannick Gagné and others similarly situated v. QEP Resources, Inc., No. 480-06-1-132, Superior Court, Province of Quebec, Canada. Plaintiffs seek to represent a class of all persons who sustained damages as a result of the July 6, 2013 train derailment in Lac-Mégantic, Quebec, which resulted in substantial loss of life and property. The fourth amended motion to authorize the bringing of a class action was filed on February 19, 2014, and names numerous defendants. The plaintiffs contend that QEP,

20



and other producer defendants, sold Bakken crude oil to third-party purchasers in North Dakota, who resold the oil and transported it on the derailed train. Plaintiffs alleged that QEP and the producer defendants, among other things, failed to ensure that the oil was adequately processed to remove volatile gases and vapors, knowingly added volatile light end petroleum liquids and/or vapors or blended the crude with condensate, failed to conduct adequate well site testing to determine the proper hazard classification of the oil, failed to properly classify the shipping requirements for the oil, failed to take reasonable care to ensure that the oil was properly labeled and shipped, failed to identify the risk of the train derailment and take action to prevent it, and failed to adopt, implement and enforce rules and procedures pertaining to the safe shipment of the oil. The plaintiffs seek damages, but specific monetary damages are not asserted. Class certification hearings are ongoing.

XTO Energy Inc. v. QEP Field Services Company, Civil No. 140900709, Third Judicial District Court, State of Utah. XTO Energy Inc. (XTO), filed this complaint in Utah state court on January 30, 2014, asserting claims for breach of contract, breach of implied covenant of good faith and fair dealing, unjust enrichment and an accounting related to a 2010 gas processing agreement (the Agreement). QEP Field Services processes XTO’s natural gas on a firm basis under the Agreement. The Agreement requires QEP Field Services to transport, fractionate and market XTO’s natural gas liquids derived from XTO’s processed gas. XTO is seeking monetary damages related to QEP Field Services allocation of charges related to XTO’s share of natural gas liquid transportation, fractionation and marketing costs associated with shortfalls in contractual firm processing volumes.

Note 12 – Equity-Based Compensation
 
QEP issues stock options and restricted shares under its Long-Term Stock Incentive Plan (LTSIP) and awards performance-based share units under its Cash Incentive Plan (CIP) to certain officers, employees, and non-employee directors. QEP recognizes expense over time as the stock options, restricted shares, and performance-based share units vest. Deferred equity-based compensation is included in additional paid-in capital in the Condensed Consolidated Balance Sheets. There were 10.9 million shares available for future grants under the LTSIP at June 30, 2014. Equity-based compensation expense is recognized in “General and administrative” on the Condensed Consolidated Statements of Operations. During the three and six months ended June 30, 2014, QEP recognized $6.6 million and $13.4 million in total compensation expense related to equity-based compensation compared to $7.1 million and $13.2 million during the three and six months ended June 30, 2013.

QEP Midstream maintains a unit-based compensation plan for officers, directors and employees of the general partner of QEP Midstream and its affiliates and any consultants, affiliates of the general partner, or other individuals who perform services for QEP Midstream. The QEP Midstream 2013 Long-Term Incentive Plan (the QEP Midstream LTIP) permits various types of awards, including awards of restricted units, phantom units, unit options, unit appreciation rights, distribution equivalent rights, profits interest units and other unit-based awards. Phantom unit awards granted during 2013 under the QEP Midstream LTIP will be settled with QEP Midstream units. During the three and six months ended June 30, 2014, QEP recognized $0.2 million and $0.6 million in compensation expense related to QEP Midstream LTIP.
 
Stock Options
QEP uses the Black-Scholes-Merton mathematical model to estimate the fair value of stock option awards at the date of the grant. Fair-value calculations rely upon subjective assumptions used in the mathematical model and may not be representative of future results. The Black-Scholes-Merton model is intended for measuring the value of options traded on an exchange. The Company utilizes the "simplified" method to estimate the expected term of the stock options granted as there is limited historical exercise data available in estimating the expected term of the stock options. QEP uses a historical volatility method to estimate the fair value of stock options awards and the risk-free interest rate is based on the yield on U.S. Treasury strips with maturities similar to those of the expected term of the stock options. The stock options typically vest in equal installments over a three-year period from the grant date and are exercisable immediately upon vesting through the seventh anniversary of the grant date. To fulfill options exercised, QEP either reissues treasury stock or issues new shares.

The calculated fair value of options granted and major assumptions used in the model at the date of grant are listed below:
 
Stock Option Assumptions
 
Six Months Ended
 
June 30, 2014
Weighted-average grant-date fair value of awards granted during the period
$
10.11

Weighted-average risk-free interest rate
1.31
%
Weighted-average expected price volatility
37.1
%
Expected dividend yield
0.25
%
Expected term in years at the date of grant
4.5


21




Stock option transactions under the terms of the LTSIP are summarized below:
 
Options
Outstanding
 
Weighted-
Average Exercise Price
 
Weighted-Average
Remaining
Contractual Term
 
Aggregate
Intrinsic Value
 
 
 
(per share)
 
(in years)
 
(in millions)
Outstanding at December 31, 2013
1,794,187

 
$
27.90

 
 
 
 
Granted
282,236

 
31.67

 
 
 
 
Exercised
(53,866
)
 
22.57

 
 
 
 

Forfeited
(14,842
)
 
30.53

 
 
 
 
Outstanding at June 30, 2014
2,007,715

 
$
28.55

 
2.27
 
$
11.9

Options Exercisable at June 30, 2014
1,455,950

 
$
27.65

 
2.79
 
$
10.0

Unvested Options at June 30, 2014
551,765

 
$
30.94

 
5.99
 
$
1.9

 
The total intrinsic value (the difference between the market price at the exercise date and the exercise price) of options exercised was $0.5 million and $4.2 million during the six months ended June 30, 2014 and 2013, respectively. As of June 30, 2014, $3.8 million of unrecognized compensation cost related to stock options granted under the LTSIP is expected to be recognized over a weighted-average period of 2.21 years. During the six months ended June 30, 2014, QEP received $1.2 million in cash in relation to the exercise of stock options during 2014.
 
Restricted Shares
Restricted share grants typically vest in equal installments over a three-year period from the grant date. The grant date fair value is determined based on the closing bid price of the Company's common stock on the grant date. The total fair value of restricted stock that vested during the six months ended June 30, 2014 and 2013, was $15.2 million and $15.0 million, respectively. The weighted average grant-date fair value of restricted stock was $31.63 per share and $30.10 per share for the six months ended June 30, 2014 and 2013, respectively. As of June 30, 2014, $29.7 million of unrecognized compensation cost related to restricted shares granted under the LTSIP is expected to be recognized over a weighted-average vesting period of 2.33 years.
 
Transactions involving restricted shares under the terms of the LTSIP are summarized below:
 
Restricted Shares
Outstanding
 
Weighted-
Average Grant-Date Fair Value
 
 
 
(per share)
Unvested balance at December 31, 2013
1,388,953

 
$
30.96

Granted
886,783

 
31.63

Vested
(525,651
)
 
31.89

Forfeited
(84,572
)
 
30.93

Unvested balance at June 30, 2014
1,665,513

 
$
31.03

 
Performance Share Units
The performance share units' cash payouts are dependent upon the Company’s total shareholder return compared to a group of its peers over a three-year period. The awards are denominated in share units but delivered in cash at the end of the performance period. The weighted average grant-date fair value of the performance share units was $31.67 per share and $30.12 per share for the six months ended June 30, 2014 and 2013, respectively. As of June 30, 2014, $11.1 million of unrecognized compensation cost, representing the fair market value of performance shares granted, is expected to be recognized over a weighted-average vesting period of 2.20 years.
 





22



Transactions involving performance share units under the terms of the CIP are summarized below:
 
Performance Share
Units Outstanding
 
Weighted-
Average Grant-Date Fair Value
Unvested balance at December 31, 2013
480,660

 
$
32.33

Granted
247,192

 
31.67

Vested and paid out
(55,659
)
 
39.07

Vested and canceled (1)
(51,361
)
 
39.07

Forfeited
(17,643
)
 
30.35

Unvested balance at June 30, 2014
603,189

 
$
30.92

____________________________
(1) 
Represents units that vested but were not paid out. Payout of the performance share units are dependent upon the Company’s total shareholder return compared to a group of its peers over a three-year period.

Note 13 – Employee Benefits
 
The Company maintains closed, defined-benefit pension and postretirement medical plans. QEP's pension plans include a qualified and a nonqualified retirement plan. The Company's postretirement medical plan is unfunded and provides certain health care and life insurance benefits for certain retired employees. During the six months ended June 30, 2014, the Company made contributions of $5.4 million to its funded qualified pension plan and $4.3 million to its unfunded nonqualified retirement plan. Contributions to funded qualified plans increase plan assets while contributions to unfunded nonqualified plans are used to fund current benefit payments. During the remainder of 2014, the Company expects to contribute approximately $2.7 million to its funded qualified pension plan, approximately $0.6 million to its unfunded nonqualified pension plans and approximately $0.1 million for retiree health care and life insurance benefits.

During the six months ended June 30, 2014, the Company recognized a $2.4 million loss on curtailment and $0.3 million expense for special termination benefits in connection with the second quarter 2014 property sales in the Midcontinent area (see Note 3 - Acquisitions and Divestitures). A curtailment is recognized immediately when there is a significant reduction in, or an elimination of, defined benefit accruals for present employees' future services. These expenses are included within “Net gain (loss) from asset sales” on the Condensed Consolidated Statements of Operations for the three and six months ended June 30, 2014.

The following table sets forth the Company’s pension and postretirement benefits net periodic benefit costs:
 
Pension
 
Three Months Ended
 
Six Months Ended
 
June 30,
 
June 30,
 
2014
 
2013
 
2014
 
2013
 
(in millions)
Service cost
$
0.7

 
$
0.9

 
$
1.4

 
$
1.9

Interest cost
1.4

 
1.3

 
2.8

 
2.5

Expected return on plan assets
(1.2
)
 
(1.0
)
 
(2.4
)
 
(2.0
)
Amortization of prior service costs (1)
1.2

 
1.3

 
2.5

 
2.5

Amortization of actuarial losses (1)
0.2

 
0.6

 
0.4

 
1.2

Curtailment cost
2.0

 

 
2.0

 

Special termination benefits
0.3

 

 
0.3

 

Periodic expense
$
4.6

 
$
3.1

 
$
7.0

 
$
6.1

 ____________________________
(1) 
Amortization of prior service costs and actuarial losses out of AOCI are recognized in the Condensed Consolidated Statements of Operations in "General and administrative."




23



 
Postretirement Benefits
 
Three Months Ended
 
Six Months Ended
 
June 30,
 
June 30,
 
2014
 
2013
 
2014
 
2013
 
(in millions)
Interest cost
$
0.1

 
$
0.1

 
$
0.2

 
$
0.2

Amortization of prior service costs (1)
0.1

 
0.1

 
0.2

 
0.2

Curtailment cost
0.4

 

 
0.4

 

Periodic expense
$
0.6

 
$
0.2

 
$
0.8

 
$
0.4

____________________________
(1) 
Amortization of prior service costs out of AOCI are recognized in the Condensed Consolidated Statements of Operations in "General and administrative."

Note 14 – Operations by Line of Business
 
QEP’s lines of business include oil and gas exploration and production (QEP Energy), midstream field services (QEP Field Services), which includes the ownership and operation of QEP Midstream, and marketing and corporate (QEP Marketing & Resources). The lines of business are managed separately and therefore the financial information is presented separately due to the distinct differences in the nature of operations of each line of business, among other factors. QEP Field Services owns a 57.8% ownership interest in QEP Midstream and it is consolidated under the voting interest model in QEP Field Services' operating results. The outside ownership interest in QEP Midstream is presented separately as a noncontrolling interest.


24



The following table is a summary of operating results for the three months ended June 30, 2014, by line of business:
 
QEP Energy
 
QEP Field
Services
 
QEP Marketing
 & Resources
 
Eliminations