QEP Resources Reports Third Quarter 2013 Financial and Operating Results

  QEP Resources Reports Third Quarter 2013 Financial and Operating Results

Business Wire

DENVER -- November 5, 2013

QEP Resources, Inc. (NYSE:QEP) ("QEP" or the "Company") today reported third
quarter 2013 financial and operating results. The Company reported net income
during the third quarter 2013 of $37.3 million, or $0.21 per diluted share,
compared to a net loss of $3.1 million, or no earnings per diluted share, in
the third quarter 2012. Net income or loss includes non-cash gains and losses
associated with the change in the fair value of derivative instruments, gains
and losses from asset sales, certain significant accrued litigation loss
contingencies, and the income tax effect of each of these items. Excluding
these items, the Company’s Adjusted Net Income (a non-GAAP measure) was $63.3
million, or $0.36 per diluted share, for the third quarter 2013, compared to
$35.4 million, or $0.19 per diluted share, for the comparable 2012 period. The
higher Adjusted Net Income was due primarily to higher oil production and
improved realized natural gas prices offset by lower midstream NGL revenue and
higher depreciation, depletion and amortization and other expenses in the
third quarter 2013 compared to 2012.

Adjusted EBITDA (a non-GAAP measure) for the third quarter 2013 was $395.1
million, compared to $331.3 million in the third quarter 2012, a 19% increase.
The definition of Adjusted EBITDA and reconciliations of Adjusted EBITDA and
Adjusted Net Income to net income are provided within the financial tables of
this release.

Third Quarter 2013 Highlights

  *QEP Energy's crude oil production increased 83% over the third quarter
    2012 and 11% from the second quarter 2013 to a record 28.7 Mbopd.
  *Crude oil and NGLs comprised 29% of QEP Energy's production compared to
    21% in the third quarter 2012.
  *QEP Field Services' fee-based processing revenue increased 13% compared to
    the third quarter 2012.
  *QEP completed the initial public offering of limited partner interests in
    QEP Midstream Partners, LP (NYSE:QEPM) raising proceeds of $450 million
    net to QEP.

“QEP achieved a number of important milestones in the third quarter, including
record Adjusted EBITDA,” commented Chuck Stanley, Chairman, President and CEO
of QEP Resources. “The initial public offering of QEP Midstream Partners
(QEPM) was well received by the market and priced at the high-end of the
filing range. Clearly, this highlights the asset quality and market value of
our midstream business, including both QEPM and QEP Field Services. The
proceeds from the QEPM offering and QEP Energy asset sales strengthened our
financial position and led to a decrease in net debt of more than $500 million
compared to the prior quarter.”

"In the Williston Basin, we brought on 21 new QEP-operated wells in the third
quarter compared to a total of 27 operated completions in the first half of
the year. Production results from our South Antelope wells continue to confirm
our pre-drill EUR expectations. Despite some delayed well completions -- in
part due to bottlenecks in third-party downstream crude oil systems -- and
shut-ins of existing wells for offset completions, we expect to grow oil
production at an enviable rate of 60 percent over 2012. Our third quarter
results demonstrate that QEP is making steady progress on our strategic goal
of growing high-margin crude oil production, a trend we expect to continue as
we head into next year,” concluded Stanley.


QEP Financial Results Summary

Adjusted EBITDA by Subsidiary^(1)

             Three Months Ended                          Nine Months Ended
                September 30,                                    September 30,
                2013         2012         Change           2013           2012           Change
                (in millions)
QEP             $ 344.0         $ 267.7         29  %            $ 999.8           $ 801.7           25  %
Energy
QEP Field       51.6            66.4            (22 )%           163.1             219.4             (26 )%
Services
QEP
Marketing       (0.5    )       (2.8    )       (82 )%           (3.3      )       (2.2      )       50  %
and
Resources
Adjusted        $ 395.1        $ 331.3        19  %            $ 1,159.6        $ 1,018.9        14  %
EBITDA
                                                                                                     
^(1) See attached schedule for reconciliations of Adjusted EBITDA to net income by subsidiary.
                                                                                                         

QEP Energy

  *Compared to the third quarter 2012, crude oil production increased 83% due
    primarily to growth in the Williston Basin while natural gas production
    decreased 14% due primarily to declining Haynesville production. NGL
    volumes decreased 17% from the third quarter 2012 as a result of ethane
    rejection (where ethane is not recovered from the production stream as an
    NGL but is instead sold as natural gas) while field-level NGL revenue
    increased 24%. Total net equivalent natural gas, crude oil and NGL
    production decreased 4% to 78.0 Bcfe in the third quarter 2013 compared to
    81.5 Bcfe in 2012.
  *Adjusted EBITDA increased 29% compared to the third quarter 2012, driven
    by increases in oil production volumes and 8%, 8% and 37% increases in the
    net realized price for natural gas, oil and NGL, respectively.
  *Crude oil and NGL revenues increased 93% compared to the third quarter
    2012 and represented approximately 61% of field-level production revenues.
  *QEP Energy's capital investment (on an accrual basis) for the first nine
    months of 2013 was $1,108.9 million including $39.3 million of reserve and
    leasehold acquisitions.
  *As announced previously, in September 2013 QEP Energy sold its interest in
    several non-core oil and gas properties located in the Southern Region for
    total cash proceeds of $68.8 million and a pre-tax gain on sale of $17.5
    million in the third quarter 2013, subject to post-closing adjustments.
  *Slides with maps and other supporting materials for the third quarter 2013
    results referred to in this release are posted on the Company’s website at
    www.qepres.com.

QEP Field Services

  *QEP Field Services’ Adjusted EBITDA decreased 22% in the third quarter
    2013 compared to the prior-year period. This was due primarily to a 10%
    decrease in natural gas gathering volumes as a result of declining dry gas
    production volumes on its Haynesville gathering system, an increase in
    income attributable to noncontrolling interest subsequent to the initial
    public offering of QEPM and lower processing margins driven by weaker NGL
    component prices.
  *QEP Field Services' capital investment (on an accrual basis) for the first
    three quarters of 2013 totaled $55.5 million.

QEP 2013 Guidance

QEP Resources has revised its full-year 2013 guidance due to asset sales and
changes in commodity prices and forecast production. The guidance incorporates
commodity price derivative positions in place on the date of this release and
includes other assumptions summarized in the table below:


Guidance and Assumptions
                               2013
                                  Current                    Previous
                                  Forecast                           Forecast
                                  (Adjusted EBITDA and capital investments
                                  shown in millions)
QEP Resources Adjusted            $1,550 -                           $1,600 -
EBITDA^(1)                        $1,600                             $1,675
QEP Energy capital                $1,450 -                           $1,480 -
investment^(2)                    $1,500                             $1,580
QEP Field Services                $80                                $90
capital investment
QEP Marketing capital             $1                                 $1
investment
QEP Resources corporate           $24                                $24
capital investment
Total QEP Resources               $1,555 -                           $1,595 -
capital investment                $1,605                             $1,695
QEP Energy production -           310 - 315                          315 - 320
Bcfe
NYMEX gas price per               $3.50 -                            $3.50 -
MMBtu^(3)                         $4.00                              $4.00
NYMEX crude oil price             $95.00 -                           $95.00 -
per bbl^(3)                       $105.00                            $105.00
NYMEX/Rockies basis               $0.10 -                            $0.25 -
differential per                  $0.05                              $0.20
MMBtu^(3)
NYMEX/Midcontinent                $0.20 -                            $0.20 -
basis differential per            $0.15                              $0.15
MMBtu^(3)
Williston Basin crude             $10.50                             $5.00
oil basis per Bbl^(3)
                                                                     
^(1) Due to the forward-looking nature of this non-GAAP financial measure for
future periods, information to reconcile it to the most directly comparable
GAAP financial measure is not available at this time, as management is unable
to project special items or mark-to-market adjustments for future periods.
                                                                     
^(2) Excludes approximately $50 million for leasehold and reserve
acquisitions.
                                                                     
^(3) Prices for remaining 2013 forecast volumes that are not protected by
commodity price derivative contracts. See attached schedule at the end of this
release for a summary of Commodity Derivative Positions in place on the date
of this release.


Operations Summary

QEP Energy

Williston Basin: Continued growth in crude oil production on 116,000 net acre
Bakken/Three Forks leasehold

QEP Energy's Bakken/Three Forks net production averaged 21,300 Boepd during
the third quarter 2013. The Company completed and turned to sales21 operated
wells during the third quarter, including ten wells at South Antelope with an
average 24-hour IP of 3,412 Boepd and eleven wells within the Fort Berthold
Reservation with an average 24-hour IP of 2,588 Boepd. The Fort Berthold
Reservation completions included the Buffalo Pad (one Three Forks and four
Bakken, average working interest 88%) and two additional pads (three Three
Forks and three Bakken, average working interest 93%). The South
Antelopecompletions included two four-well pads and one two-well pad (two
Three Forks and eight Bakken, average working interest 80%). The cost and
performance of these wells are consistent with or better than our
expectations.

The Company also participated in 27 outside-operated Bakken or Three Forks
wells that were completed and turned to sales during the third quarter
(average working interest 4%).

At the end of the third quarter, QEP Energy was conducting drilling operations
on eight separate well pads (five in South Antelope and three within the Fort
Berthold Reservation). In addition, QEP had twelve operated wells waiting on
completion (average working interest 91%). The Company also had interests in
24 outside-operated wells being drilled (average working interest 7%) and 10
outside-operated wells waiting on completion (average working interest 6%) at
the end of the third quarter.

Slides 5-7 depict QEP Energy's acreage and activity in the Bakken/Three Forks
play.

Pinedale Anticline: 110 new well completions expected in 2013

During the third quarter 2013, QEP Energy's Pinedale net production averaged
274 MMcfed, of which 13% was oil and NGL. In response to the decline in ethane
prices, QEP Energy began rejecting ethane from Pinedale production on December
1, 2012, which continued through the third quarter. While ethane rejection
results in 7-8% less natural gas equivalent sales volumes, it has a negligible
impact on gross revenues at current ethane prices. The processing margins for
Pinedale propane and heavier NGL components remain positive.

QEP Energy has completed and turned to sales 79 new Pinedale wells (average
working interest 75%) through the end of the third quarter. QEP Energy
suspends Pinedale completion operations during the coldest months of the
winter, generally from December to mid-March. At the end of the third quarter,
the Company had 31 Pinedale wells with QEP working interests drilled, cased
and awaiting completion.

Drilling and completion efficiencies have allowed QEP Energy to maintain
industry-leading average gross completed well costs of approximately $4.2
million per well at Pinedale. Year to date 2013, drill times from spud to
total depth averaged 11.9 days compared to an average of 12.8 days in 2012.

At the end of the third quarter, QEP Energy had four rigs operating at
Pinedale. The Company currently expects to complete a total of approximately
110 wells during 2013, including 29 wells in the area in which QEP Energy is
the designated operator but owns only a small overriding royalty interest.

Please refer to slides 8-9 for additional details on the Company's Pinedale
operations.

Uinta Basin: Continued development drilling in the liquids-rich Lower
Mesaverde Play

During the third quarter 2013, Uinta Basin net production averaged 80 MMcfed
of which 34 MMcfed was from the Lower Mesaverde play. In response to the
decline in ethane prices, QEP Energy commenced rejecting ethane from Uinta
Basin gas production in the fourth quarter 2012, which continued through the
third quarter. Ethane rejection results in 7-8% less natural gas equivalent
sales volumes but has only a negligible impact on gross revenues at current
ethane prices. Processing margins for propane and heavier NGL components
remain positive.

At the end of the third quarter, the Company had one operated drilling rig
working in the Lower Mesaverde play and had 78 producing wells in the play,
eight of which were completed and turned to sales during the third quarter
(100% working interest). QEP Energy has over 3,200 potential remaining
locations in this significant liquids-rich gas resource play. At the end of
the quarter, the Company was completing a Lower Mesaverde well with a
fundamentally different design that could considerably alter the economics and
lead to an accelerated development approach.

In addition to Lower Mesaverde activity, at the end of the third quarter the
Company had one rig drilling horizontal and vertical wells targeting multiple
crude oil-bearing limestone and sandstone reservoirs in the Lower Green River
Formation, at an average true vertical depth of 5,500 feet. During the third
quarter, QEP Energy completed one Company-operated horizontal oil well and
five vertical wells (average working interest 92%).

Slide 10 depicts QEP Energy's acreage and additional details of the Lower
Mesaverde play.

Woodford “Cana”: Currently drilling 80-acre density development wells in the
liquids-rich core of the play

QEP Energy's net production from the Woodford “Cana” play averaged 86 MMcfed
during the third quarter 2013. The Company participated in 22 outside-operated
horizontal Woodford wells that were completed and turned to sales during the
third quarter (average working interest 23%).

QEP has a working interest in 46 outside-operated wells that were drilling or
awaiting completion at the end of the third quarter (working interests ranging
from less than 1% to 25%).

Slide 11 depicts QEP Energy's acreage and additional details of the Cana play.

QEP Field Services

During the third quarter 2013 QEP Field Services processing margin (total
processing plant revenues less shrink, transportation, fractionation, and
operating expenses) was $37.4 million, resulting in an 8% increase compared to
the $34.7 million generated in the third quarter 2012. The 13% increase in
processing fees, from $18.2 million in the 2012 quarter to $20.6 million in
the 2013 quarter, was offset by an 18% decrease in the keep-whole processing
margin (NGL sales revenues less shrink, transportation and fractionation
expenses), which was $13.0 million in the third quarter of 2013 and $15.8
million a year earlier.

The gathering margin (total gathering revenues less gathering related
operating expenses) was $37.3 million in the third quarter 2013 compared to
$42.9 million in the third quarter 2012, a 13% decrease, due primarily to a
10% decline in gathering volumes resulting from a 46% reduction in northwest
Louisiana Haynesville gathering volumes between the two periods. Approximately
85% of QEP Field Services’ third quarter 2013 net operating revenues was
derived from fee-based gathering and processing activities compared to 80% a
year earlier.

We have finished construction on the rail loading facility related to the
10,000 barrel-per-day expansion of our NGL fractionator at Blacks Fork and we
are prepared to take advantage of what are typically stronger local winter NGL
prices.

As a result of the initial public offering of QEP Midstream Partners, LP
(QEPM), QEP Field Services saw an increase in net income attributable to
noncontrolling interest. For the 48 days of the quarter for which QEPM was
public, the impacts on QEP's net income and Adjusted EBITDA were $2.7 million
and $4.4 million, respectively.

Third Quarter 2013 Results Conference Call

QEP Resources’ management will discuss third quarter 2013 results in a
conference call on Wednesday, November 6, 2013, beginning at 9:00 a.m. EST.
The conference call can be accessed at www.qepres.com. You may also
participate in the conference call by dialing (877) 869-3847 in the U.S. or
Canada and (201) 689-8261 for international calls. A replay of the
teleconference will be available on the website immediately after the call
through December 6, 2013, or by dialing (877) 660-6853 in the U.S. or Canada
and (201) 612-7415 for international calls, and then entering the conference
ID # 422220. In addition, QEP’s slides for the third quarter 2013, with
updated maps showing QEP’s leasehold and current activity for key operating
areas discussed in this release, can be found on the Company’s website.

About QEP Resources, Inc.

QEP Resources, Inc. (NYSE:QEP) is a leading independent natural gas and crude
oil exploration and production company focused in two major regions: the
Northern Region (primarily in the Rockies and the Williston Basin) and the
Southern Region (primarily Oklahoma, the Texas Panhandle, and Louisiana) of
the United States. QEP Resources also gathers, compresses, treats, processes
and stores natural gas. QEP Resources is the majority owner of QEP Midstream
Partners, LP (NYSE:QEPM) and owns 100% of the partnership’s general partner.
For more information, visit QEP Resources’ website at: www.qepres.com.

Forward-Looking Statements

This release includes forward-looking statements within the meaning of Section
27(a) of the Securities Act of 1933, as amended, and Section 21(e) of the
Securities Exchange Act of 1934, as amended. Forward-looking statements can be
identified by words such as “anticipates,” “believes,” “forecasts,” “plans,”
“estimates,” “expects,” “should,” “will” or other similar expressions. Such
statements are based on management’s current expectations, estimates and
projections, which are subject to a wide range of uncertainties and business
risks. These forward-looking statements include statements regarding:
forecasted Adjusted EBITDA, production and capital investment for 2013 and
related assumptions for such guidance; ability to deliver oil volume growth;
plans to drill and complete wells; estimated average gross completed well
costs; estimated reserves; estimated ultimate recoveries; remaining locations
to drill wells; ethane rejection and its impact; processing margins; and
ability to take advantage of stronger local winter NGL prices. Actual results
may differ materially from those included in the forward-looking statements
due to a number of factors, including, but not limited to: the availability of
capital; global geopolitical and macroeconomic factors; general economic
conditions, including interest rates; changes in local, regional, national and
global demand for natural gas, oil and NGL; natural gas, NGL and oil prices;
impact of new laws and regulations, including regulations regarding the use of
hydraulic fracture stimulation and the implementation of the Dodd-Frank Act;
elimination of federal income tax deductions for oil and gas exploration and
development; drilling results; shortages of oilfield equipment, services and
personnel; operating risks such as unexpected drilling conditions; weather
conditions; changes in maintenance and construction costs and possible
inflationary pressures; permitting delays; the availability and cost of
credit; outcome of contingencies such as legal proceedings; inability to
successfully integrate acquired assets; the impact of adverse market
conditions affecting QEP's business; fluctuations in processing margins;
unexpected changes in costs for constructing, modifying or operating midstream
facilities; lack of, or disruptions in, adequate and reliable transportation
for QEP's products; limited access to capital or significantly higher cost of
capital related to illiquidity or uncertainty in the domestic or international
financial markets; inadequate supplies of water and/or lack of water disposal
sources; and the other risks discussed in the Company’s periodic filings with
the Securities and Exchange Commission, including the Risk Factors section of
the Company’s Annual Report on Form 10-K for the year ended December31, 2012.
QEP Resources undertakes no obligation to publicly correct or update the
forward-looking statements in this news release, in other documents, or on the
website to reflect future events or circumstances. All such statements are
expressly qualified by this cautionary statement.

Disclosures regarding Estimated Ultimate Recovery (EUR)

The Securities and Exchange Commission requires oil and gas companies, in
their filings with the SEC, to disclose proved reserves that a company has
demonstrated by actual production or through reliable technology to be
economically and legally producible at specific prices and existing economic
and operating conditions. The SEC permits optional disclosure of probable and
possible reserves; however, QEP has made no such disclosures in its filings
with the SEC. QEP uses certain terms in its periodic news releases and other
presentation materials such as “estimated ultimate recovery” or “EUR,”
“resource potential,” and “net resource potential.” These estimates are by
their nature more speculative than estimates of proved, probable or possible
reserves and accordingly are subject to substantially more risks of actually
being realized. The SEC guidelines strictly prohibit QEP from including such
estimates in filings with the SEC. Investors are urged to closely consider the
disclosures about the Company’s reserves in its Annual Report on Form 10-K for
the year ended December31, 2012, and in other reports on file with the SEC.


QEP RESOURCES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

                    Three Months Ended             Nine Months Ended
                       September 30,                       September 30,
                       2013         2012                2013         2012
REVENUES               (in millions except per share data)
Natural gas            $ 194.8         $ 170.3             $ 610.5         $ 470.4
sales
Oil sales              253.8           117.7               656.3           335.7
NGL sales              71.3            67.5                215.0           247.0
Gathering,
processing and         46.9            46.3                135.1           141.9
other
Purchased gas,
oil and NGL            206.0          140.6              603.4          449.9   
sales
Total Revenues         772.8          542.4              2,220.3        1,644.9 
OPERATING
EXPENSES
Purchased gas,
oil and NGL            205.0           142.6               608.8           455.9
expense
Lease operating        45.0            42.2                127.4           122.8
expense
Natural gas, oil
and NGL
transportation         34.5            36.3                105.8           111.5
and other
handling costs
Gathering,
processing and         22.4            22.1                66.5            66.4
other
General and            49.3            41.7                136.2           114.5
administrative
Production and         42.5            24.3                117.7           68.4
property taxes
Depreciation,
depletion and          253.1           234.6               757.1           648.3
amortization
Exploration            1.8             2.2                 9.5             6.3
expenses
Impairment             3.8            9.0                4.0            70.9    
Total Operating        657.4           555.0               1,933.0         1,665.0
Expenses
Net gain from          12.8           —                  113.0          1.5     
asset sales
OPERATING INCOME       128.2           (12.6   )           400.3           (18.6   )
(LOSS)
Realized and
unrealized gains       (27.8   )       36.1                51.6            334.7
on derivative
contracts
Interest and
other income           4.0             (0.2    )           9.1             2.4
(loss)
Income from
unconsolidated         0.8             2.3                 3.7             5.6
affiliates
Loss from early
extinguishment         —               —                   —               (0.6    )
of debt
Interest expense       (41.7   )       (30.0   )           (122.5  )       (82.9   )
INCOME (LOSS)
BEFORE INCOME          63.5            (4.4    )           342.2           240.6
TAXES
Income tax
(provision)            (22.4   )       2.3                (125.0  )       (86.5   )
benefit
NET INCOME             41.1            (2.1    )           217.2           154.1
(LOSS)
Net income
attributable to        (3.8    )       (1.0    )           (5.8    )       (2.7    )
noncontrolling
interest
NET INCOME
(LOSS)                 $ 37.3         $ (3.1  )           $ 211.4        $ 151.4 
ATTRIBUTABLE TO
QEP
                                                                           
Earnings Per
Common Share
Attributable to
QEP
Basic total            $ 0.21          $ (0.02 )           $ 1.18          $ 0.85
Diluted total          $ 0.21          $ (0.02 )           $ 1.18          $ 0.85
                                                                           
Weighted-average
common shares
outstanding
Used in basic          179.3           177.9               179.2           177.6
calculation
Used in diluted        179.5           177.9               179.4           178.6
calculation
Dividends per          $ 0.02          $ 0.02              $ 0.06          $ 0.06
common share
                                                                                   
                                                                                   


QEP RESOURCES, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)
                                  September 30,                   December 31,
                                                     
                                  2013                            2012
ASSETS                            (in millions)
Current Assets
Cash and cash equivalents         $  123.0                        $  —
Accounts receivable, net          321.9                           387.5
Fair value of derivative          39.4                            188.7
contracts
Gas, oil and NGL
inventories, at lower of          13.1                            13.1
average cost or market
Prepaid expenses and other        49.4                            68.0
Deferred income taxes             —                              —          
Total Current Assets              546.8                          657.3      
Property, Plant and
Equipment (successful
efforts method for gas and
oil properties)
Proved properties                 11,038.8                        10,234.3
Unproved properties               911.8                           937.9
Midstream field services          1,670.4                         1,634.9
Marketing and resources           80.4                            64.6
Material and supplies             63.4                           61.9       
Total Property, Plant and         13,764.8                       12,933.6   
Equipment
Less Accumulated
Depreciation, Depletion and
Amortization
Exploration and production        4,747.4                         4,258.1
Midstream field services          394.7                           357.9
Marketing and resources           20.3                           18.1       
Total Accumulated
Depreciation, Depletion and       5,162.4                        4,634.1    
Amortization
Net Property, Plant and           8,602.4                        8,299.5    
Equipment
Investment in                     39.0                            41.2
unconsolidated affiliates
Goodwill                          59.5                            59.5
Fair value of derivative          5.8                             4.1
contracts
Other noncurrent assets           53.2                           46.9       
TOTAL ASSETS                      $  9,306.7                     $  9,108.5 
                                                                  
LIABILITIES AND EQUITY
Current Liabilities
Checks outstanding in             $  1.6                          $  39.7
excess of cash balances
Accounts payable and              593.6                           643.4
accrued expenses
Production and property           58.0                            41.8
taxes
Interest payable                  34.6                            36.9
Fair value of derivative          10.1                            2.6
contracts
Deferred income taxes             9.5                            5.0        
Total Current Liabilities         707.4                          769.4      
Long-term debt                    2,882.3                         3,206.9
Deferred income taxes             1,494.7                         1,493.5
Asset retirement                  168.4                           191.4
obligations
Fair value of derivative          —                               3.6
contracts
Other long-term liabilities       129.0                           130.0
Commitments and
contingencies (see Note 11)
EQUITY
Common stock - par value
$0.01 per share; 500.0
million shares authorized;        1.8                             1.8
179.3 million and 178.5
million shares issued,
respectively
Treasury stock - 0.4
million and 0.1 million           (14.7       )                   (3.7       )
shares, respectively
Additional paid-in capital        489.3                           462.1
Retained earnings                 2,973.7                         2,773.0
Accumulated other                 (24.0       )                   32.8       
comprehensive (loss) income
Total Common Shareholders'        3,426.1                         3,266.0
Equity
Noncontrolling interest           498.8                          47.7       
Total Equity                      3,924.9                        3,313.7    
TOTAL LIABILITIES AND             $  9,306.7                     $  9,108.5 
EQUITY
                                                                             
                                                                             


QEP RESOURCES, INC.

CONSOLIDATED CASH FLOWS

(Unaudited)

                                    Nine Months Ended
                                       September 30,
                                       2013                2012
                                       (in millions)
OPERATING ACTIVITIES
Net income                             $  217.2                     $  154.1
Adjustments to reconcile net
income to net cash provided by
operating activities:
Depreciation, depletion and            757.1                        648.3
amortization
Deferred income taxes                  39.3                         54.7
Impairment                             4.0                          70.9
Share-based compensation               20.0                         19.5
Amortization of debt issuance          4.7                          3.7
costs and discounts
Dry exploratory well expense           —                            —
Net gain from asset sales              (113.0   )                   (1.5     )
Income from unconsolidated             (3.7     )                   (5.6     )
affiliates
Distributions from
unconsolidated affiliates and          5.9                          6.1
other
Non-cash loss on early                 —                            —
extinguishment of debt
Unrealized loss (gain) on              55.5                         (32.8    )
derivative contracts
Changes in operating assets and        (8.1     )                   54.6     
liabilities
Net Cash Provided by Operating         978.9                       972.0    
Activities
INVESTING ACTIVITIES
Property acquisitions                  (39.3    )                   (1,400.3 )
Property, plant and equipment,
including dry exploratory well         (1,089.6 )                   (1,040.7 )
expense
Proceeds from disposition of           208.3                        5.3
assets
Net Cash Used in Investing             (920.6   )                   (2,435.7 )
Activities
FINANCING ACTIVITIES
Checks outstanding in excess of        (38.1    )                   (1.9     )
cash balances
Long-term debt issued                  —                            1,450.0
Long-term debt issuance costs          (3.0     )                   (17.0    )
paid
Long-term debt repaid                  —                            (6.7     )
Proceeds from credit facility          1,075.0                      933.5
Repayments of credit facility          (1,400.0 )                   (876.0   )
Treasury stock repurchases             (8.7     )                   —
Net proceeds from the issuance         449.6                        —
of QEPM common units
Other capital contributions            3.6                          (4.2     )
Dividends paid                         (10.8    )                   (10.7    )
Excess tax benefit on                  1.3                          2.0
share-based compensation
Distribution to noncontrolling         (4.2     )                   (5.3     )
interest
Net Cash Provided by Financing         64.7                        1,463.7  
Activities
Change in cash and cash                123.0                        —
equivalents
Beginning cash and cash                —                           —        
equivalents
Ending cash and cash equivalents       123.0                       —        
                                                                             
                                                                             


QEP RESOURCES, INC.
OPERATIONS BY LINE OF BUSINESS
(Unaudited)

QEP Energy - Production by Region

                      Three Months Ended                    Nine Months Ended
                         September 30,                              September 30,
                         (in Bcfe)                                  (in Bcfe)
                         2013      2012      Change           2013       2012       Change
Northern Region
Pinedale                 25.2         28.0         (10 )%           70.1          73.9          (5  )%
Williston Basin          11.8         3.7          219 %            31.9          10.2          213 %
Uinta Basin              7.3          6.4          14  %            20.1          16.9          19  %
Legacy                   2.6         3.6         (28 )%           9.6          10.4         (8  )%
Total Northern           46.9        41.7        12  %            131.7        111.4        18  %
Region
Southern Region
Haynesville/Cotton       16.2         27.9         (42 )%           57.3          86.8          (34 )%
Valley
Midcontinent             14.9        11.9        25  %            44.9         37.1         21  %
Total Southern           31.1        39.8        (22 )%           102.2        123.9        (18 )%
Region
Total production         78.0        81.5        (4  )%           233.9        235.3        (1  )%
                                                                                                    
                                                                                                    


QEP Energy - Total Production

              Three Months Ended                          Nine Months Ended
                 September 30,                                    September 30,
                 2013         2012         Change           2013         2012         Change
QEP Energy
Production
Volumes
Natural          55.2            64.5            (14 )%           170.6           188.0           (9  )%
gas (Bcf)
Oil (Mbbl)       2,644.7         1,442.6         83  %            7,168.8         3,973.1         80  %
NGL (Mbbl)       1,153.9        1,386.7        (17 )%           3,377.4        3,906.2        (14 )%
Total
production       78.0            81.5            (4  )%           233.9           235.3           (1  )%
(Bcfe)
Average
daily            848.6           885.8           (4  )%           856.9           858.8           —   %
production
(MMcfe)
                                                                                                      
                                                                                                      


QEP Energy - Prices

               Three Months Ended                          Nine Months Ended
                  September 30,                                    September 30,
                  2013         2012         Change           2013         2012         Change
Natural gas
(per Mcf)
Average
field-level       $ 3.52          $ 2.64                           $ 3.58          $ 2.50
price
Commodity
derivative        0.77           1.34                            0.65           1.51    
impact
Net
realized          $ 4.29         $ 3.98         8   %            $ 4.23         $ 4.01         5   %
price
Oil (per
bbl)
Average
field-level       $ 95.98         $ 81.60                          $ 91.55         $ 84.49
price
Commodity
derivative        (5.79   )       1.83                            (0.52   )       0.55    
impact
Net
realized          $ 90.19        $ 83.43        8   %            $ 91.03        $ 85.04        7   %
price
NGL (per
bbl)
Average
field-level       $ 41.36         $ 27.83                          $ 42.75         $ 34.38
price
Commodity
derivative        —              2.46                            —              1.66    
impact
Net
realized          $ 41.36        $ 30.29        37  %            $ 42.75        $ 36.04        19  %
price
Average net
equivalent
price (per
Mcfe)
Average
field-level       $ 6.36          $ 4.01                           $ 6.03          $ 4.00
price
Commodity
derivative        0.35           1.13                            0.47           1.24    
impact
Net
realized          $ 6.71         $ 5.14         31  %            $ 6.50         $ 5.24         24  %
price
                                                                                                       
                                                                                                       


QEP Energy - Operating Expenses

                 Three Months Ended                        Nine Months Ended
                    September 30,                                  September 30,
                    2013        2012        Change           2013        2012        Change
                    (per Mcfe)
Depreciation,
depletion and       $ 3.02         $ 2.68         13  %            $ 3.04         $ 2.55         19  %
amortization
Lease
operating           0.56           0.53           6   %            0.56           0.53           6   %
expense
Natural gas,
oil and NGL
transport &         0.84           0.73           15  %            0.77           0.71           8   %
other
handling
costs
Production          0.51          0.27          89  %            0.48          0.27          78  %
taxes
Total
Operating           $ 4.93        $ 4.21        17  %            $ 4.85        $ 4.06        19  %
Expenses
                                                                                                     
                                                                                                     

                                                           
                  Three Months Ended                                Nine Months Ended
                  September 30,                                     September 30,
                  2013         2012         Change            2013         2012         Change
QEP Field
Services
Gathering
Operating
Statistics
Natural gas
gathering
volumes           112.0           129.3           (13  )%           335.3           386.9           (13  )%
(millions
of MMBtu)
Gathering
revenue           $ 0.35          $ 0.34          3    %            $ 0.34          $ 0.34          —    %
(per MMBtu)
                                                                                                    
QEP Field
Services
Gathering
Margin (in
millions)
Gathering         $ 39.2          $ 43.9          (11  )%           $ 114.6         $ 131.6         (13  )%
revenue
Other
Gathering         8.5             8.0             6    %            31.8            28.6            11   %
revenue
Gathering         (10.4   )       (9.0    )       16   %            (30.3   )       (26.9   )       13   %
expense
Gathering         $ 37.3         $ 42.9         (13  )%           $ 116.1        $ 133.3        (13  )%
margin
                                                                                                    
QEP Field
Services
Processing
Margin (in
millions)
NGL sales         $ 23.6          $ 28.9          (18  )%           $ 70.6          $ 112.7         (37  )%
Realized
gains from
commodity         —               1.9             (100 )%           —               6.3             (100 )%
derivative
contract
settlements
Processing
(fee-based)       20.6            18.2            13   %            56.4            51.8            9    %
revenues
Other
processing        8.2             5.4             52   %            13.1            8.4             56   %
revenues
Processing        (4.4    )       (4.7    )       (6   )%           (12.6   )       (12.1   )       4    %
expense
Processing
plant fuel        (7.2    )       (8.1    )       (11  )%           (22.4   )       (26.6   )       (16  )%
and shrink
expense
Natural
gas, oil
and NGL
transport &       (3.4    )       (6.9    )       (51  )%           (11.6   )       (27.7   )       (58  )%
other
handling
costs
Processing        $ 37.4         $ 34.7         8    %            $ 93.5         $ 112.8        (17  )%
margin
Keep-whole
processing        $ 13.0          $ 15.8          (18  )%           $ 36.6          $ 64.7          (43  )%
margin^(1)
                                                                                                    
QEP Field
Services
Processing
Operating
Statistics
Natural gas
processing
volumes
NGL sales         482.5           831.7           (42  )%           1,532.4         2,893.7         (47  )%
(MBbls)
Average net
realized
NGL sales         $ 48.86         $ 37.03         32   %            $ 46.09         $ 41.11         12   %
price (per
Bbl)^(2)
Total
fee-based
processing        68.3            65.0            5    %            187.5           189.2           (1   )%
volumes (in
millions of
MMBtu)
Average
fee-based
processing        $ 0.30          $ 0.28          7    %            $ 0.30          $ 0.27          11   %
revenue
(per MMBtu)
                                                                                                    
^(1) Keep-whole processing margin is calculated as NGL sales less processing plant fuel and shrink, natural
gas, oil and NGL transportation & other handling costs.
                                                                                                         
^(2) Average net realized NGL sales price per barrel is calculated as NGL sales including realized gains
from commodity derivative contracts settlements divided by NGL sales volumes.
                                                                                                         
                                                                                                         

QEP RESOURCES, INC.

NON-GAAP MEASURES

(Unaudited)

This release contains references to the non-GAAP measure of Adjusted EBITDA.
Management defines Adjusted EBITDA as net income attributable to QEP before
the following items: unrealized gains and losses on derivative contracts,
gains and losses from asset sales, interest and other income, income taxes or
benefit, interest expense, depreciation, depletion, and amortization,
impairment, exploration expense, loss on early extinguishment of debt and
certain significant accrued litigation loss contingencies. Management uses
Adjusted EBITDA to assess the Company's operating results. Management believes
Adjusted EBITDA is an important measure of the Company's cash flow and
liquidity and its ability to incur and service debt, fund capital expenditures
and make distributions to shareholders and is an important measure for
comparing the Company's financial performance to other gas and oil producing
companies.

The following tables reconcile QEP Resources’ and its subsidiaries’ net income
attributable to QEP to Adjusted EBITDA:

                                                        
                                      QEP            QEP
                       QEP            Field          Marketing       QEP
                       Energy                                        Resources
                                      Services       &
                                                     Resources
Three Months
Ended September        (in millions)
30, 2013
Net income
attributable to        9.6            22.0           5.7             37.3
QEP
Unrealized
losses on              52.8           —              1.3             54.1
derivative
contracts
Net gain from          (12.8  )       —              —               (12.8   )
asset sales
Interest and           (2.6   )       (0.8   )       (0.6   )        (4.0    )
other income
Income tax             6.2            12.7           3.5             22.4
provision
Interest               49.2           3.1            (10.7  )        41.6
expense^(1)
Depreciation,
depletion and          236.0          14.6           0.3             250.9
amortization^(2)
Impairment             3.8            —              —               3.8
Exploration            1.8           —             —              1.8     
expenses
Adjusted EBITDA        344.0          51.6           (0.5   )        395.1
                                                                     
Three Months
Ended September
30, 2012
Net (loss)
income                 (26.2  )       28.7           (5.6   )        (3.1    )
attributable to
QEP
Unrealized
losses on              50.9           2.5            3.7             57.1
derivative
contracts
Interest and           0.2            —              —               0.2
other income
Income tax
(benefit)              (15.3  )       16.5           (3.5   )        (2.3    )
provision
Interest expense       24.1           3.5            2.4             30.0
Accrued
litigation loss        4.3            —              —               4.3
contingency^(3)
Loss on early
extinguishment         —              —              —               —
of debt
Depreciation,
depletion and          218.5          15.2           0.2             233.9
amortization^(2)
Impairment             9.0            —              —               9.0
Exploration            2.2           —             —              2.2     
expenses
Adjusted EBITDA        267.7          66.4           (2.8   )        331.3
                                                                     
                                                                     
                                      QEP            QEP
                       QEP            Field          Marketing       QEP
                       Energy                                        Resources
                                      Services       &
                                                     Resources
                       (in millions)
Nine Months
Ended September
30, 2013
Net income
attributable to        121.9          70.0           19.5            211.4
QEP
Unrealized
losses (gains)         58.7           —              (3.2   )        55.5
on derivative
contracts
Net (gain) loss        (113.4 )       0.4            —               (113.0  )
from asset sales
Interest and           (7.5   )       (1.1   )       (0.5   )        (9.1    )
other income
Income tax             71.1           40.3           13.6            125.0
provision
Interest expense       143.4          12.4           (33.4  )        122.4
(income)^(1)
Depreciation,
depletion and          712.1          41.1           0.7             753.9
amortization^(2)
Impairment             4.0            —              —               4.0
Exploration            9.5           —             —              9.5     
expenses
Adjusted EBITDA        999.8          163.1          (3.3   )        1,159.6
                                                                     
Nine Months
Ended September
30, 2012
Net income
(loss)                 51.6           107.4          (7.6   )        151.4
attributable to
QEP
Unrealized
(gains) losses         (37.9  )       (2.0   )       7.1             (32.8   )
on derivative
contracts
Net gain from          (1.5   )       —              —               (1.5    )
asset sales
Interest and           (2.2   )       (0.1   )       (0.1   )        (2.4    )
other income
Income tax
provision              32.4           59.2           (5.1   )        86.5
(benefit)
Interest expense       71.1           9.4            2.4             82.9
Accrued
litigation loss        10.8           —              —               10.8
contingency^(3)
Loss on early
extinguishment         —              —              0.6             0.6
of debt
Depreciation,
depletion and          600.2          45.5           0.5             646.2
amortization^(2)
Impairment             70.9           —              —               70.9
Exploration            6.3           —             —              6.3     
expenses
Adjusted EBITDA        801.7          219.4          (2.2   )        1,018.9
                                                                     
^(1) Excludes noncontrolling interest's share, of $0.1 million during the
three and nine months ended September 30, 2013, of interest expense
attributable to QEP Midstream.
^(2) Excludes noncontrolling interests' share of $2.2 million and $0.7 million
during the three months ended September 30, 2013 and 2012, respectively, and
$3.2 million and $2.1 million during the nine months ended September 30, 2013
and 2012,
^(3) Includes certain significant litigation contingency items for the three
and nine months ended September 30, 2012.
                                                                             
                                                                             

This release also contains references to the non-GAAP measure of Adjusted Net
Income. Management defines Adjusted Net Income as earnings excluding gains and
losses from asset sales, unrealized gains and losses on derivative contracts,
certain significant accrued litigation loss contingencies, and non-cash
price-related asset impairments. Management believes Adjusted Net Income is an
important measure of the Company’s operational performance relative to other
gas and oil producing companies.

The following table reconciles net income attributable to QEP Resources’ to
Adjusted Net Income:

                                                 
                       Three Months Ended                 Nine Months Ended
                       September 30,                      September 30,
                       2013        2012                2013         2012
                       (in millions, except per earnings per share)
Net (loss)
income                 $ 37.3         $ (3.1  )           $ 211.4         $ 151.4
attributable to
QEP
Adjustments to
net income
Net gain from          (12.8  )       —                   (113.0  )       (1.5    )
asset sales
Income taxes on
net gain on            4.9            —                   42.2            0.6
asset sales
Unrealized loss
(gain) on              54.1           57.1                55.5            (32.8   )
derivative
contracts
Income taxes on
unrealized loss
(gain) on              (20.2  )       (21.3   )           (20.6   )       12.2
derivative
contracts
Accrued
litigation loss        —              4.3                 —               10.8
contingency^(1)
Income taxes on
accrued                —              (1.6    )           —               (4.0    )
litigation loss
contingency
Loss on early
extinguishment         —              —                   —               0.6
of debt
Income taxes on
loss from early        —              —                   —               (0.2    )
extinguishment
of debt
Non-cash
price-related          —              —                   —               49.3
impairment
charge
Income taxes on
non-cash
price-related          —             —                  —              (18.3   )
impairment
charge
Total after-tax
adjustments to         26.0          38.5               (35.9   )       16.7    
net income
Adjusted net
income                 $ 63.3        $ 35.4             $ 175.5        $ 168.1 
attributable to
QEP Resources
                                                                          
Earnings per
Common Share
attributable to
QEP
Diluted earnings       $ 0.21         $ (0.02 )           $ 1.18          $ 0.85
per share
Diluted
after-tax
adjustments to         0.15          0.21               (0.20   )       0.09    
net income per
share
Diluted Adjusted
Net Income per         $ 0.36        $ 0.19             $ 0.98         $ 0.94  
share
                                                                          
Weighted-average
common shares
outstanding
Diluted^(2)            179.5          178.7               179.4           178.6
                                                                          
Weighted-average common shares outstanding
diluted Non-GAAP reconciliation^(2)
Weighted-average
common shares
outstanding used                      177.9
in GAAP diluted
calculation
Potential number
of shares
issuable upon
exercise of
in-the-money                          0.8     
stock options
under the
long-term stock
incentive plan
Weighted-average
common shares
outstanding used                      178.7   
in Non- GAAP
diluted
calculation
                                                                          
^(1) Includes certain significant litigation contingency items for the three and
nine months ended September 30, 2012.

^(2) The three months ended September 30, 2012, diluted common shares outstanding
for purposes of calculating Diluted Adjusted Net Income per share include potential
increases in shares that could result from the exercise of in-the-money stock
options. These potential shares are excluded for the three months ended September
30, 2012, in calculating earnings-per-share for GAAP purposes, because the effect
is antidilutive due to the Company's net loss for GAAP purposes.



The following table presents open 2013 derivative positions as of October 31,
2013:


QEP Energy Commodity Derivative Positions
                                              Total           Weighted-Average
Year       Type of     Index                      Price
              Contract                        Volumes
                                                              per Unit
                                              (in
                                              millions)
Natural                                       (MMBtu)
gas
   2013       Swap           IFNPCR^(1)       18.4            $     5.49
   2013       Swap           NYMEX            14.7            $     3.81
   2014       Swap           IFNPCR           32.9            $     4.00
   2014       Swap           NYMEX            25.6            $     4.19
Crude                                         (Bbls)
oil
   2013       Swap           NYMEX WTI        2.1             $     98.27
   2013       Swap           BRENT ICE        0.1             $     107.80
   2014       Swap           NYMEX WTI        8.8             $     93.63
                                                                    
^(1) IFNPCR - Inside FERC monthly settlement index for the Northwest Pipeline
Corp. Rocky Mountains.
   
   


QEP Marketing Commodity Derivative Positions
                                              Total           Weighted-Average
Year           Type of     Index                  Price
                  Contract                    Volumes
                                                              per MMBtu
                                              (in
                                              millions)
Natural gas                                   (MMBtu)
sales
     2013         Swap           IFNPCR       1.6             $      3.91
     2014         Swap           IFNPCR       4.7             $      3.77
Natural gas                                   (MMBtu)
purchases
     2013         Swap           IFNPCR       2.6             $      3.56
     2014         Swap           IFNPCR       0.2             $      3.82

Contact:

QEP Resources, Inc.
Investors:
Greg Bensen
Director, Investor Relations
303-405-6665
or
Media:
Brent Rockwood
Director, Communications
303-672-6999