ABOUT THIS PROSPECTUS
Unless otherwise stated or the context otherwise requires, references in this prospectus to QEP, the Company,
we, our, or us refer to QEP Resources, Inc.
This prospectus is part of a registration statement that
we filed with the Securities and Exchange Commission, which we refer to as the SEC, using a shelf registration process. Under this shelf registration process, we may, from time to time, sell debt securities, common stock, preferred stock
or any combination of the securities, as described in this prospectus, in one or more offerings. This prospectus provides you with a general description of the securities we may offer. Each time we offer securities, we will provide one or more
prospectus supplements that will contain specific information about the terms of the offering and the offered securities. A prospectus supplement may also add, update or change information contained in this prospectus. If there is any inconsistency
between the information in this prospectus and any prospectus supplement, you should rely on the information in the prospectus supplement. You should read both this prospectus and any prospectus supplement together with additional information
described under the headings Where You Can Find More Information and Incorporation by Reference.
You should rely
only on the information contained or incorporated by reference in this prospectus, any prospectus supplement or any free writing prospectus we may provide you. We have not authorized anyone to provide you with different information. If anyone
provides you with different or inconsistent information, you should not rely on it. We are not making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted.
You should not assume that the information appearing in this prospectus, any accompanying prospectus supplement and the documents incorporated
by reference are accurate as of any date subsequent to their respective dates. Our business, financial condition, results of operations and prospects may have changed since those dates.
WHERE YOU CAN FIND MORE INFORMATION
We file reports and other information with the SEC (File No. 001-34778). These reports and other
information can be read and copied at the SECs Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549-0213. You can obtain copies of these materials from the Public Reference Section of the SEC, 100 F Street, N.E., Washington,
D.C. 20549, at prescribed rates. Please call the SEC at 1-800-SEC-0330 for further information on the operation of the Public
Reference Room. The SEC also maintains an internet site at http://www.sec.gov that contains reports, proxy and information statements and other information free of charge regarding issuers that file electronically with the SEC, including us.
This prospectus is part of a registration statement we have filed with the SEC relating to the securities we may offer. As permitted by SEC
rules, this prospectus does not contain all of the information we have included in the registration statement and the accompanying exhibits and schedules we file with the SEC. You may refer to the registration statement, exhibits and schedules for
more information about us and the securities. The registration statement, exhibits and schedules are available at the SECs Public Reference Room or through its internet site.