10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)
þ	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2014
or
¨	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: 001-14837

Quicksilver Resources Inc.

(Exact name of registrant as specified in its charter)

Delaware	75-2756163
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
801 Cherry Street, Suite 3700, Unit 19, Fort Worth, Texas	76102
(Address of principal executive offices)	(Zip Code)

(817) 665-5000

(Registrant’s telephone number, including area code)

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  þ  No  ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes  þ  No   ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer	¨		Accelerated filer	þ
Non-accelerated filer	¨	(Do not check if a smaller reporting company)	Smaller reporting company	¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes  ¨  No   þ

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date:

Title of Class	Outstanding as of April 30, 2014
Common Stock, $0.01 par value	177,335,940 shares

DEFINITIONS

As used in this Quarterly Report unless the context otherwise requires:

“ABR” means alternate base rate

“AECO” is a reference, in U.S. dollars per MMbtu, for gas delivered at a trading hub on the NOVA Gas Transmission Ltd. System in Alberta, Canada

“AOCI” means accumulated other comprehensive income

“Bbl” or “Bbls” means barrel or barrels

“Bbld” means barrel or barrels per day

“Canada” means our oil and natural gas operations located principally in British Columbia and Alberta, Canada

“C$” means Canadian dollars

“DD&A” means depletion, depreciation and accretion

“GPT” means gathering, processing and transportation expense

“LIBOR” means London Interbank Offered Rate

“MBbl” or “MBbls” means thousand barrels

“MBbld” means thousands barrels per day

“MMBtu” means million BTUs

“Mcf” means thousand cubic feet

“Mcfe” means Mcf natural gas equivalent, calculated as one Bbl of oil or NGLs equaling six Mcf of gas

“MMcf” means million cubic feet

“MMcfd” means million cubic feet per day

“MMcfe” means MMcf of natural gas equivalent

“MMcfed” means MMcfe per day

“NGL” or “NGLs” means natural gas liquids

“NYMEX” means New York Mercantile Exchange

“OCI” means other comprehensive income

“Oil” includes crude oil and condensate

“RSU” means restricted stock unit

COMMONLY USED TERMS

Other commonly used terms and abbreviations include:

“Amended and Restated Canadian Credit Facility” means our Canadian senior secured revolving credit facility which was amended and restated, effective December 22, 2011, and as further amended, restated, supplemented or otherwise modified from time to time

“Amended and Restated U.S. Credit Facility” means our U.S. senior secured revolving credit facility which was amended and restated, effective December 22, 2011, and as further amended, restated, supplemented or otherwise modified from time to time

“Barnett Shale Asset” means our operations and our assets in the Barnett Shale located in the Fort Worth basin of North Texas

“Combined Credit Agreements” means collectively our Amended and Restated U.S. Credit Facility and our Amended and Restated Canadian Credit Facility

“Eni” means either or both Eni Petroleum US LLC and Eni US Operating Co. Inc., which are subsidiaries of Eni SpA

“Fortune Creek” means Fortune Creek Gathering and Processing Partnership, a midstream partnership formed with KKR and dedicated to the construction and operation of natural gas midstream services within the Horn River basin of northeast British Columbia

“GAAP” means accounting principles generally accepted in the U.S.

“Horn River Asset” means our operations and our assets in the Horn River basin of northeast British Columbia

“Horseshoe Canyon Asset” means our operations and our assets in Horseshoe Canyon, the coalbed methane fields of southern and central Alberta

“KKR” means Kohlberg Kravis Roberts & Co. L.P., with whom we formed Fortune Creek

“Mercury” means Mercury Exploration Company, which is owned by members of the Darden family

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“Niobrara Asset” means our operations and our assets in the Niobrara formation in northwest Colorado, which we were jointly developing with SWEPI LP and will be sold in the Southwestern Transaction

“SEC” means the U.S. Securities and Exchange Commission

“Second Lien Notes” means our senior secured second lien notes issued June 21, 2013

“Second Lien Term Loan” means our senior secured second lien term loan agreement, effective June 21, 2013

“Southern Alberta Basin Asset” means our operations and our assets in the Southern Alberta basin of northern Wyoming and Montana, including our Cutbank field operations and assets

“Southwestern Transaction” means the sale of our Niobrara Asset to Southwestern Energy Company

“SWEPI” means SWEPI LP, a subsidiary of Royal Dutch Shell plc

“Synergy” means Synergy Offshore LLC

“Synergy Transaction” means the sale of our Southern Alberta Basin Asset to Synergy

“Tokyo Gas Transaction” means the sale of an undivided 25% of our Barnett Shale Asset to TGBR

“TGBR” means TG Barnett Resources LP, a wholly-owned U.S. subsidiary of Tokyo Gas Co., Ltd.

“West Texas Asset” means our operations and our assets in the Delaware basin in West Texas, which we believe is prospective for the Bone Springs and Wolfcamp formations, principally concentrated in Pecos County, Texas

3

INDEX TO QUARTERLY REPORT ON FORM 10-Q

For the Quarter Ended March 31, 2014

PART I. FINANCIAL INFORMATION	6
Item 1. Condensed Consolidated Interim Financial Statements (Unaudited)	6
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	25
Item 3. Quantitative and Qualitative Disclosures About Market Risk	37
Item 4. Controls and Procedures	39
PART II. OTHER INFORMATION	41
Item 1. Legal Proceedings	41
Item 1A. Risk Factors	41
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	41
Item 3. Defaults Upon Senior Securities	41
Item 4. Mine Safety Disclosures	41
Item 5. Other Information	41
Item 6. Exhibits	42
Signature	43

Except as otherwise specified and unless the context otherwise requires, references to the “Company,” “Quicksilver,” “we,” “us,” and “our” refer to Quicksilver Resources Inc. and its subsidiaries.

4

Forward-Looking Information

Certain statements contained in this Quarterly Report and other materials we file with the SEC, or in other written or oral statements made or to be made by us, other than statements of historical fact, are “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995. Forward-looking statements give our current expectations or forecasts of future events. Words such as “may,” “assume,” “forecast,” “position,” “predict,” “strategy,” “expect,” “intend,” “plan,” “estimate,” “anticipate,” “believe,” “project,” “budget,” “potential,” or “continue,” and similar expressions are used to identify forward-looking statements. They can be affected by assumptions used or by known or unknown risks or uncertainties. Consequently, no forward-looking statements can be guaranteed. Actual results may vary materially. You are cautioned not to place undue reliance on any forward-looking statements. You should also understand that it is not possible to predict or identify all such factors and should not consider the following list to be a complete statement of all potential risks and uncertainties. Factors that could cause our actual results to differ materially from the results contemplated by such forward-looking statements include:

• changes in general economic conditions;

• failure to satisfy our short- or long-term liquidity needs, including the ability to access necessary capital resources;

• fluctuations in natural gas, NGL and oil prices;

• failure or delays in achieving expected production from exploration and development projects;

• our ability to achieve anticipated cost savings and other spending reductions and operational efficiencies;

• failure to comply with covenants under our Combined Credit Agreements and other indebtedness, the resulting acceleration of debt thereunder and the inability to make necessary repayments or to make additional borrowings;

• uncertainties inherent in estimates of natural gas, NGL and oil reserves and predicting natural gas, NGL and oil production and reservoir performance;

• effects of hedging natural gas and NGL prices;

• fluctuations in the value of certain of our assets and liabilities;

• competitive conditions in our industry;

• actions taken or non-performance by third parties, including suppliers, contractors, operators, processors, transporters, customers and counterparties;

• changes in the availability and cost of capital;

• delays in obtaining oilfield equipment and increases in drilling and other service costs;

• delays in construction of transportation pipelines and gathering, processing and treating facilities;

• operating hazards, natural disasters, weather-related delays, casualty losses and other matters beyond our control;

• the effects of existing and future laws and governmental regulations, including environmental and climate change requirements;

• failure or delay in completing strategic transactions, particularly in contracting for a transaction involving our Horn River Asset;

• failure to make the necessary expenditures under or related to our contractual commitments, including our spending requirement pursuant to Fortune Creek;

• the effects of existing or future litigation; and

• additional factors described elsewhere in this Quarterly Report.

This list of factors is not exhaustive, and new factors may emerge or changes to these factors may occur that would impact our business. Additional information regarding these and other factors may be contained in our filings with the SEC, especially on Forms 10-K, 10-Q and 8-K, including any amendments thereto. All such risk factors are difficult to predict, and are subject to material uncertainties that may affect actual results and may be beyond our control. The forward-looking statements included in this Quarterly Report are made only as of the date of this Quarterly Report, and we undertake no obligation to update any of these forward-looking statements to reflect subsequent events or circumstances except to the extent required by applicable law.

All forward-looking statements are expressly qualified in their entirety by the foregoing cautionary statements.

5

PART I    FINANCIAL INFORMATION

ITEM 1. Condensed Consolidated Interim Financial Statements (Unaudited)

QUICKSILVER RESOURCES INC.

CONDENSED CONSOLIDATED STATEMENTS OF INCOME (LOSS) AND COMPREHENSIVE INCOME (LOSS)

In thousands, except for per share data – Unaudited

	For the Three Months Ended March 31,
	2014			2013
Revenue
Production	$	115,676		$	132,614
Sales of purchased natural gas	17,222			16,558
Net derivative losses	(42,033		)	(31,369		)
Other	921			900
Total revenue	91,786			118,703
Operating expense
Lease operating	18,757			24,895
Gathering, processing and transportation	32,783			39,824
Production and ad valorem taxes	4,184			5,484
Costs of purchased natural gas	17,192			16,518
Depletion, depreciation and accretion	13,955			18,256
General and administrative	15,320			16,163
Other operating	649			1,437
Total expense	102,840			122,577
Operating loss	(11,054		)	(3,874		)
Other income (expense) - net	69			(150		)
Fortune Creek accretion	(4,401		)	(4,845		)
Interest expense	(40,796		)	(43,942		)
Loss before income taxes	(56,182		)	(52,811		)
Income tax expense	(2,651		)	(6,896		)
Net loss	$	(58,833	)	$	(59,707	)
Reclassification adjustments related to settlements of derivative contracts into production revenue- net of income tax	(7,850		)	(14,755		)
Foreign currency translation adjustment	(4,255		)	301
Other comprehensive loss	(12,105		)	(14,454		)
Comprehensive loss	$	(70,938	)	$	(74,161	)
Earnings (loss) per common share - basic	$	(0.34	)	$	(0.35	)
Earnings (loss) per common share - diluted	$	(0.34	)	$	(0.35	)

The accompanying notes are an integral part of these condensed consolidated financial statements.

6

QUICKSILVER RESOURCES INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

In thousands, except for share data – Unaudited

	March 31, 2014			December 31, 2013
ASSETS
Current assets
Cash and cash equivalents	$	69,254		$	89,103
Marketable securities	97,441			166,343
Total cash, cash equivalents and marketable securities	166,695			255,446
Accounts receivable - net of allowance for doubtful accounts	63,426			58,645
Derivative assets at fair value	43,379			57,523
Other current assets	20,746			22,346
Total current assets	294,246			393,960
Property, plant and equipment - net
Oil and gas properties, full cost method (including unevaluated costs of $217,481 and $221,605, respectively)	662,393			640,443
Other property and equipment	212,725			220,362
Property, plant and equipment - net	875,118			860,805
Derivative assets at fair value	50,880			73,357
Other assets	39,583			41,604
	$	1,259,827		$	1,369,726
LIABILITIES AND EQUITY
Current liabilities
Accounts payable	$	20,782		$	28,822
Accrued liabilities	97,506			102,850
Derivative liabilities at fair value	9,540			3,125
Total current liabilities	127,828			134,797
Long-term debt	1,986,378			1,988,946
Partnership liability	96,328			126,132
Asset retirement obligations	105,235			106,256
Derivative liabilities at fair value	181			323
Other liabilities	19,242			19,242
Commitments and contingencies (Note 7)
Stockholders' equity
Preferred stock, par value $0.01, 10,000,000 shares authorized, none outstanding	—			—
Common stock, $0.01 par value, 400,000,000 shares authorized, and 184,761,865 and 183,994,879 shares issued, respectively	1,848			1,840
Paid in capital in excess of par value	773,898			770,092
Treasury stock of 7,404,835 and 6,698,640 shares, respectively	(53,693		)	(51,422		)
Accumulated other comprehensive income	97,776			109,881
Retained deficit	(1,895,194		)	(1,836,361		)
Total stockholders' equity	(1,075,365		)	(1,005,970		)
	$	1,259,827		$	1,369,726

The accompanying notes are an integral part of these condensed consolidated financial statements.

7

QUICKSILVER RESOURCES INC.

CONDENSED CONSOLIDATED STATEMENTS OF EQUITY

In thousands – Unaudited

	Quicksilver Resources Inc. Stockholders’ Equity
	Common Stock		Additional Paid-in Capital		Treasury Stock			Accumulated Other Comprehensive Income			Retained Earnings (Deficit)			Total
Balances at December 31, 2012	$	1,790	$	751,394	$	(49,495	)	$	161,493		$	(1,997,979	)	$	(1,132,797	)
Net loss	—		—		—			—			(59,707		)	(59,707		)
Hedge derivative contract settlements reclassified into production revenue from AOCI, net of income tax of $6,944	—		—		—			(14,755		)	—			(14,755		)
Foreign currency translation adjustment	—		—		—			301			—			301
Issuance and vesting of stock compensation	39		4,994		(1,007		)	—			—			4,026
Balances at March 31, 2013	$	1,829	$	756,388	$	(50,502	)	$	147,039		$	(2,057,686	)	$	(1,202,932	)
Balances at December 31, 2013	$	1,840	$	770,092	$	(51,422	)	$	109,881		$	(1,836,361	)	$	(1,005,970	)
Net loss	—		—		—			—			(58,833		)	(58,833		)
Hedge derivative contract settlements reclassified into production revenue from AOCI, net of income tax of $2,426	—		—		—			(7,850		)	—			(7,850		)
Foreign currency translation adjustment	—		—		—			(4,255		)	—			(4,255		)
Issuance and vesting of stock compensation	8		3,806		(2,271		)	—			—			1,543
Balances at March 31, 2014	$	1,848	$	773,898	$	(53,693	)	$	97,776		$	(1,895,194	)	$	(1,075,365	)

The accompanying notes are an integral part of these condensed consolidated financial statements.

8

QUICKSILVER RESOURCES INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

In thousands – Unaudited

	For the Three Months Ended March 31,
	2014			2013
Operating activities:
Net loss	$	(58,833	)	$	(59,707	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depletion, depreciation and accretion	13,955			18,256
Deferred income tax expense	2,426			6,596
Non-cash loss from hedging and derivative activities	32,555			43,920
Stock-based compensation	3,814			5,033
Non-cash interest expense	2,665			1,858
Fortune Creek accretion	4,401			4,845
Other	(407		)	925
Changes in assets and liabilities
Accounts receivable	(13,220		)	6,730
Prepaid expenses and other assets	518			(190		)
Accounts payable	(10,805		)	(17,299		)
Income taxes	8,221			354
Accrued and other liabilities	(5,274		)	(25,715		)
Net cash used in operating activities	(19,984		)	(14,394		)
Investing activities:
Capital expenditures	(38,729		)	(27,442		)
Proceeds from sale of properties and equipment	1,026			608
Purchases of marketable securities	(55,682		)	—
Maturities and sales of marketable securities	124,694			—
Net cash provided by (used in) investing activities	31,309			(26,834		)
Financing activities:
Issuance of debt	—			54,040
Repayments of debt	—			(4,011		)
Debt issuance costs paid	(162		)	—
Distribution of Fortune Creek Partnership funds	(29,472		)	(3,198		)
Purchase of treasury stock	(2,271		)	(1,007		)
Net cash provided by (used in) financing activities	(31,905		)	45,824
Effect of exchange rate changes in cash	731			303
Net change in cash and cash equivalents	(19,849		)	4,899
Cash and cash equivalents at beginning of period	89,103			4,951
Cash and cash equivalents at end of period	$	69,254		$	9,850

The accompanying notes are an integral part of these condensed consolidated financial statements.

9

QUICKSILVER RESOURCES INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Unaudited

1. ACCOUNTING POLICIES, DISCLOSURES AND NATURE OF OPERATIONS

The accompanying condensed consolidated interim financial statements have not been audited. In management’s opinion, the accompanying condensed consolidated interim financial statements contain all adjustments necessary to fairly present our financial position as of March 31, 2014 and our results of operations and cash flows for the periods presented. All such adjustments are of a normal recurring nature unless otherwise noted. The results for interim periods are not necessarily indicative of annual results.

The preparation of financial statements in conformity with GAAP requires us to make estimates and assumptions that affect the reported amounts of certain assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expense during each reporting period. We believe our estimates and assumptions are reasonable; however, such estimates and assumptions are subject to a number of risks and uncertainties, which may cause actual results to differ materially from management’s estimates.

Certain disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted. Accordingly, these financial statements should be read in conjunction with our consolidated financial statements and notes thereto included in our 2013 Annual Report on Form 10-K.

We project that we will comply with the financial maintenance covenants associated with our Combined Credit Agreements through the end of 2014, however we do not expect to exceed the required levels by a significant margin, and we may have to reduce costs in response to commodity price changes or other factors should they arise. In addition, due to more stringent financial maintenance covenants that take effect in 2015, absent an improvement in natural gas and NGL prices, significant deleveraging from a strategic transaction, reduced interest costs on our debt through refinancing or significant reductions to our operating costs, we may not comply with our interest coverage requirement under our Combined Credit Agreements and expect that we would need to seek additional covenant relief under the Combined Credit Agreements. We can provide no assurance that we would be successful in obtaining waivers or amendments. We are currently pursuing a transaction involving our Horn River Asset. Any transaction involving our Horn River Asset is likely to result in cash proceeds to us and a reduction in our capital expenditures and liquidity requirements, however we may be unsuccessful in completing such transaction.

Recently Issued Accounting Standards

Accounting standards-setting organizations frequently issue new or revised accounting rules. We regularly review all new pronouncements to determine their impact, if any, on our financial statements. No pronouncements materially affecting our financial statements have been issued since the filing of our 2013 Annual Report on Form 10-K.

2. DIVESTITURES

In May 2014, we completed the sale of our Niobrara Asset to Southwestern Energy Company for cash proceeds of $93.5 million. We expect that the Southwestern Transaction will not represent a significant disposal of reserves under GAAP, therefore we will reduce the balance of U.S. oil and gas properties by the amount of these proceeds and we will not recognize a gain or a loss.

In April 2013, we sold an undivided 25% interest in our Barnett Shale Asset to TGBR for a purchase price of $485 million. The effective date of the transaction was September 1, 2012. The purchase price was subject to customary price adjustments, which resulted in a final purchase price of $464.0 million. We recognized a gain of $339.3 million before consideration of income taxes as a result of this transaction based on our determination that the Tokyo Gas Transaction represented a significant disposal of reserves. Our U.S. oil and gas properties were reduced by $110.7 million as a result of the Tokyo Gas Transaction.

Note 3 to the consolidated financial statements in our 2013 Annual Report on Form 10-K contains additional information on other divestitures.

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3. DERIVATIVES, MARKETABLE SECURITIES AND FAIR VALUE MEASUREMENTS

The following table categorizes our commodity derivative instruments based upon the level of the inputs used in estimating the fair value:

	Asset Derivatives				Liability Derivatives
	March 31, 2014		December 31, 2013		March 31, 2014		December 31, 2013
	(in thousands)				(in thousands)
Level 2 derivative instruments	$	85,630	$	107,395	$	8,293	$	3,448
Level 3 derivative instruments	8,629		23,485		1,428		—
Total	$	94,259	$	130,880	$	9,721	$	3,448

The fair value of “Level 2” derivative instruments included in these disclosures was estimated using inputs quoted in active markets for the periods covered by the derivatives. The fair value of derivative instruments designated as “Level 3” was estimated using prices quoted in markets where there is insufficient market activity for consideration as “Level 2” instruments. Currently, only our natural gas derivatives with an original tenure of 10 years utilize “Level 3” inputs, primarily due to comparatively less market data available for the later portion of their term compared with our other shorter term derivatives. The fair value of both the “Level 2” and the “Level 3” assets and liabilities are determined using a discounted cash flow model using the terms of the derivative instrument, market prices for the periods covered by the derivatives, and the credit adjusted risk-free interest rates. The “Level 3” unobservable input is the market prices for natural gas for the period from 2018 to 2021, as there is not an active market for that period of time. These unobservable inputs included within the fair value calculation range from $4.01 to $5.14 and are based upon prices quoted in active markets for the period of time available and applying the differential from this period of time to the market prices for the later years in the term.

The following table identifies the changes in “Level 3” net asset derivative fair values for the periods indicated:

	For the Three Months Ended March 31,
	2014			2013
	(In thousands)
Balance at beginning of period	$	23,485		$	(4,931	)
Total gains (losses) for the period:
Unrealized loss on derivatives	(17,883		)	(18		)
Settlements in net derivative gains (losses)	1,599			(4,088		)
Balance at end of period	$	7,201		$	(9,037	)
Total losses included in net derivative losses attributable to the change in unrealized losses related to assets still held at the reporting date	$	(15,576	)	$	(92	)

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Commodity Price Derivatives

As of March 31, 2014, we had natural gas and NGL swaps as follows:

Production Year	Daily Production Volume
	Natural Gas	NGL	Natural Gas Basis Swaps
	MMcfd	MBbld	MMcfd
Remaining 2014 (1)	170	4	40
2015	150	—	—
2016-2021	40	—	—

⁽¹⁾  Our 2014 NGL derivatives end in September. Our natural gas derivatives and AECO to NYMEX natural gas basis swaps are in place for the whole of 2014.

Effective December 31, 2012, we discontinued the use of hedge accounting. Changes in value subsequent to this date are recognized in net derivative gains (losses) in the period in which they occur. The net deferred hedge gain that was included in AOCI as of December 31, 2012 is being released into revenue from natural gas, NGL and oil production over the original term of the hedging relationship. Gains from the effective portion of derivative assets and liabilities held in AOCI expected to be reclassified into earnings during the following twelve months will result in production revenue of $23.9 million net of income taxes.

Interest Rate Derivatives

In 2010, we executed early settlements of our interest rate swaps that were designated as fair value hedges. Upon the early settlements, we recorded the resulting gain as a fair value adjustment to our debt and began to recognize the deferred gain as a reduction of interest expense over the lives of the respective notes. During the three months endedMarch 31, 2014 and 2013, we recognized $0.5 million and $1.3 million, respectively, of those deferred gains as a reduction of interest expense. Gains from the effective portion of these interest rate swaps expected to reduce interest expense during the following twelve months are $2.1 million.

Fair Value Disclosures

The estimated fair value of our derivative instruments at March 31, 2014 and December 31, 2013 were as follows:

	Asset Derivatives				Liability Derivatives
	March 31, 2014		December 31, 2013		March 31, 2014		December 31, 2013
	(In thousands)				(In thousands)
Derivatives not designated as hedges:
Commodity contracts reported in:
Current derivative assets	$	50,012	$	60,063	$	6,633	$	2,540
Noncurrent derivative assets	90,132		105,315		39,252		31,958
Current derivative liabilities	—		—		9,540		3,125
Noncurrent derivative liabilities	254		—		435		323
Total derivatives not designated as hedges	$	140,398	$	165,378	$	55,860	$	37,946

Derivative assets and liabilities shown in the table above are presented as gross assets and liabilities, without regard to master netting arrangements, which are considered in the presentation of derivative assets and liabilities in the accompanying condensed consolidated balance sheets. The change in carrying value of our commodity price derivatives since December 31, 2013 principally resulted from the overall increase in market prices for natural gas relative to the prices in our open derivative instruments, offset by settlements during the period.

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Financial instruments not carried at fair value

Carrying values and fair values of financial instruments that are not carried at fair value in the consolidated balance sheets as of March 31, 2014 and December 31, 2013 are included in Note 5.

Investments

We hold certain short-term marketable securities related to interest bearing time deposits and commercial paper. These held-to-maturity marketable securities are included in Cash and Cash Equivalents if the maturities at the time we made the investment were three months or less. For maturities greater than three months but less than a year, the marketable securities are included in current Marketable Securities. We did not sell or transfer any of our marketable securities during 2014 and do not anticipate selling or transferring these investments before their maturity date. At March 31, 2014, we had the following marketable securities:

	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Fair Market Value
	(In thousands)
Marketable securities (held-to-maturity)
Time deposits	$	3,508	$	—	$	(9	)	$	3,499
Commercial paper	93,933		15		(5		)	93,943
Marketable securities	$	97,441	$	15	$	(14	)	$	97,442

We had no marketable securities at March 31, 2013.

4. PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment consisted of the following:

	March 31, 2014			December 31, 2013
	(In thousands)
Oil and gas properties
Subject to depletion	$	5,684,433		$	5,687,557
Unevaluated costs	217,481			221,605
Accumulated depletion	(5,239,521		)	(5,268,719		)
Net oil and gas properties	662,393			640,443
Other plant and equipment
Pipelines and processing facilities	341,874			347,093
General properties	71,331			72,125
Accumulated depreciation	(200,480		)	(198,856		)
Net other property and equipment	212,725			220,362
Property, plant and equipment, net of accumulated depletion and depreciation	$	875,118		$	860,805

13

5. LONG-TERM DEBT

Long-term debt consisted of the following:

	March 31, 2014		December 31, 2013
	(in thousands)
Combined Credit Agreements	$	207,746	$	211,200
Second Lien Term Loan, net of unamortized discount	608,221		607,572
Second Lien Notes due 2019, net of unamortized discount	194,631		194,423
Senior notes due 2015, net of unamortized discount	10,478		10,472
Senior notes due 2016, net of unamortized discount	8,056		8,044
Senior notes due 2019, net of unamortized discount	293,405		293,243
Senior notes due 2021, net of unamortized discount	309,530		309,190
Senior subordinated notes due 2016	350,000		350,000
Total debt	1,982,067		1,984,144
Unamortized deferred gain-terminated interest rate swaps	4,311		4,802
Long-term debt	$	1,986,378	$	1,988,946

Combined Credit Agreements

The Combined Credit Agreements’ global borrowing base was $350 million and the global letter of credit capacity was $280 million as of March 31, 2014. At March 31, 2014, we had $99.6 million available under the Combined Credit Agreements.

In April 2014, our redetermined global borrowing base under our Combined Credit Agreements was $325 million. Further, the Combined Credit Agreements were amended changing the definition of EBITDAX. Additionally, we permanently reduced the aggregate maximum credit amounts under the Combined Credit Agreements from $1.75 billion to $650 million.

Senior Notes due 2015 and Senior Notes due 2016

In April 2014, we redeemed all remaining outstanding notes under our Senior Notes due 2015 and Senior Notes due 2016. Our Senior Notes due 2015 were redeemed at 101.938% of the principal amount plus accrued and unpaid interest representing a total payment of $10.9 million and our Senior Notes due 2016 were redeemed at 105.875% of the principal amount plus accrued and unpaid interest representing a total payment of $8.9 million.

Indenture Restrictions

We have an incurrence test under our indentures applicable to debt, restricted payments, mergers and consolidations and designation of unrestricted subsidiaries that requires EBITDA to exceed interest expense by 2.25 times. At March 31, 2014, we did not meet this test and, as a result, we are limited in our ability to, among other things, incur additional debt, except for specific baskets. We do retain, however, the ability to utilize the full borrowing capacity under our Combined Credit Agreements and to refinance existing debt. Not meeting this ratio does not represent an event of default under our debt. We cannot predict when or if we will meet the incurrence test.

We retained a portion of the cash received from our asset sales. Our indentures require us to reinvest or repay senior debt with net cash proceeds from asset sales within one year.

14

Summary of All Outstanding Debt

The following table summarizes certain significant aspects of our long-term debt outstanding at March 31, 2014.

	Priority on Collateral and Structural Seniority (1)
	Highest priority								Lowest priority
	First Lien		Second Lien		Senior Unsecured				Senior Subordinated
	Combined Credit Agreements		Second Lien Term Loan	Second Lien Notes due 2019	2015 Senior Notes	2016 Senior Notes	2019 Senior Notes	2021 Senior Notes	Senior Subordinated Notes
Principal amount (1) (2)	$350 million		$625 million	$200 million	$11 million	$8 million	$298 million	$325 million	$350 million
Scheduled maturity date (3)	September 6, 2016		June 21, 2019	June 21, 2019	August 1, 2015	January 1, 2016	August 15, 2019	July 1, 2021	April 1, 2016
Interest rate on outstanding borrowings at March 31, 2014 (4)	3.99%		7.00%	7.00%	8.25%	11.75%	9.125%	11.00%	7.125%
Base interest rate options (5) (6)	LIBOR, ABR, CDOR		LIBOR floor of 1.25%; ABR floor of 2.25%	LIBOR floor of 1.25%	N/A	N/A	N/A	N/A	N/A
Financial covenants (7) (9)	- Minimum current ratio of 1.0 - Minimum EBITDA to cash interest expense ratio of 1.10 - Maximum senior secured debt leverage ratio of 2.0		N/A	N/A	N/A	N/A	N/A	N/A	N/A
Significant restrictive covenants (8)(9)	- Incurrence of debt - Incurrence of liens - Payment of dividends - Equity purchases - Asset sales - Affiliate transactions - Limitations on derivatives and investments		- Incurrence of debt - Incurrence of liens and 1st lien cap -Payment of dividends - Equity purchases - Asset sales - Affiliate transactions	- Incurrence of debt - Incurrence of liens and 1st lien cap -Payment of dividends - Equity purchases - Asset sales - Affiliate transactions	- Asset sales	- Asset sales	- Incurrence of debt - Incurrence of liens -Payment of dividends - Equity purchases - Asset sales - Affiliate transactions	- Incurrence of debt - Incurrence of liens -Payment of dividends - Equity purchases - Asset sales - Affiliate transactions	- Incurrence of debt - Incurrence of liens -Payment of dividends - Equity purchases - Asset sales - Affiliate transactions
Optional redemption (9)	Any time		Any time, subject to re-pricing event June 21, 2014: 102 2015: 101	Any time, subject to re-pricing event June 21, 2014: 102 2015: 101	August 1, 2013: 101.938 2014: par	July 1, 2013: 105.875 2014: 102.938 2015: par	August 15, 2014: 104.563 2015: 103.042 2016: 101.521 2017: par	July 1, 2019: 102.000 2020: par	April 1, 2013: 101.188 2014: par
Make-whole redemption (9)	N/A		N/A	N/A	N/A	N/A	Callable prior to August 15, 2014 at make-whole call price of Treasury +50 bps	Callable prior to July 1, 2019 at make-whole call price of Treasury +50 bps	N/A
Change of control (9)	Event of default		Put at 101% of principal plus accrued interest	Put at 101% of principal plus accrued interest	Put at 101% of principal plus accrued interest	Put at 101% of principal plus accrued interest	Put at 101% of principal plus accrued interest	Put at 101% of principal plus accrued interest	Put at 101% of principal plus accrued interest
Equity clawback (9)	N/A		N/A	N/A	N/A	N/A	N/A	Redeemable until July 1, 2016 at 111.00%, plus accrued interest for up to 35%	N/A
Estimated fair value (10)	$207.7 million		$610.2 million	$195.3 million	$10.7 million	$8.6 million	$294.3 million	$346.5 million	$337.5 million

15

⁽¹⁾  Borrowings under the Amended and Restated U.S. Credit Facility, Second Lien Term Loan and Second Lien Notes due 2019 are guaranteed by certain of Quicksilver’s domestic subsidiaries and are secured (on a first priority basis with respect to the Amended and Restated U.S. Credit Facility and on a second priority basis with respect to the Second Lien Term Loan and the Second Lien Notes due 2019) by 100% of the equity interests of each of Cowtown Pipeline Management, Inc., Cowtown Pipeline Funding, Inc., Cowtown Gas Processing L.P., Cowtown Pipeline L.P., Barnett Shale Operating LLC, Silver Stream Pipeline Company LLC, QPP Parent LLC and QPP Holdings LLC (collectively, the “Domestic Pledged Equity”), 65% of the equity interests of Quicksilver Resources Canada Inc. (“Quicksilver Canada”) and Quicksilver Production Partners Operating Ltd. (with respect to the Amended and Restated U.S. Credit Facility, on a ratable basis with borrowings under the Amended and Restated Canadian Credit Facility) and the majority of Quicksilver's domestic proved oil and gas properties and related assets, (the “Domestic Pledged Property”). Borrowings under the Amended and Restated Canadian Credit Facility are guaranteed by Quicksilver and certain of its domestic subsidiaries and are secured by the Domestic Pledged Equity, the Domestic Pledged Property, 100% of the equity interests of Quicksilver Canada (65% of which is on a ratable basis with the borrowings under the Amended and Restated U.S. Credit Facility) and any Canadian restricted subsidiaries, under the Amended and Restated Canadian Credit Facility, and 65% of the equity interests of Quicksilver Production Partners Operating Ltd. (which is on a ratable basis with the borrowings under the Amended and Restated U.S. Credit Facility) and the majority of Quicksilver Canada's oil and gas properties and related assets. The other debt presented is based upon structural seniority and priority of payment.

⁽²⁾  The principal amount for the Combined Credit Agreements represents the global borrowing base as of March 31, 2014.

⁽³⁾  The Combined Credit Agreements are required to be repaid 91 days prior to the maturity of the 2015 Senior Notes, the 2016 Senior Notes, the 2016 Senior Subordinated Notes, the Second Lien Term Loan or the Second Lien Notes due 2019, if on the applicable date any amount of such debt remains outstanding. The Second Lien Term Loan and Second Lien Notes due 2019 are required to be repaid (1) 91 days prior to the maturity of the 2019 Senior Notes if more than $100 million of the 2019 Senior Notes remain outstanding and (2) 91 days prior to the maturity of the 2015 Senior Notes, the 2016 Senior Notes or the 2016 Senior Subordinated Notes if on the applicable date the aggregate amount of all such notes remaining outstanding is greater than $100 million.

⁽⁴⁾  Represents the weighted average borrowing rate payable to lenders.

⁽⁵⁾  Amounts outstanding under the Amended and Restated U.S. Credit Facility bear interest, at our election, at (i) adjusted LIBOR (as defined in the Amended and Restated U.S. Credit Facility) plus an applicable margin between 2.75% and 3.75%, (ii) ABR (as defined in the Amended and Restated U.S. Credit Facility), which is the greatest of (a) the prime rate announced by JPMorgan, (b) the federal funds rate plus 0.50% and (c) adjusted LIBOR for an interest period of one month plus 1.00%, plus, in each case under scenario (ii), an applicable margin between 1.75% and 2.75%. We also pay a per annum fee on the LC Exposure (as defined in the Amended and Restated U.S. Credit Facility) of all letters of credit issued under the Amended and Restated U.S. Credit Facility equal to the applicable margin, with respect to Eurodollar loans, and a commitment fee on the unused availability under the Amended and Restated U.S. Credit Facility of 0.50%.

⁽⁶⁾  Amounts outstanding under the Amended and Restated Canadian Credit Facility bear interest, at our election, at (i) the CDOR Rate (as defined in the Amended and Restated Canadian Credit Facility) plus an applicable margin between 2.75% and 3.75%, (ii) the Canadian Prime Rate (as defined in the Amended and Restated Canadian Credit Facility) plus an applicable margin between 1.75% and 2.75%, (iii) the U.S. Prime Rate (as defined in the Amended and Restated Canadian Credit Facility) plus an applicable margin between 1.75% and 2.75% and (iv) adjusted LIBOR (as defined in the Amended and Restated Canadian Credit Facility) plus an applicable margin between 2.75% and 3.75%. We pay a per annum fee on the LC Exposure (as defined in the Amended and Restated Canadian Credit Facility) of all letters of credit issued under the Amended and Restated Canadian Credit Facility equal to the applicable margin, with respect to Eurodollar loans, and a commitment fee on the unused availability under the Amended and Restated Canadian Credit Facility of 0.50%.

16

⁽⁷⁾  The future minimum required interest coverage ratio for the Combined Credit Agreement is as follows:

Period	Interest Coverage Ratio	Period	Interest Coverage Ratio
Q2 2014	1.10	Q3 2015	1.15
Q3 2014	1.10	Q4 2015	1.20
Q4 2014	1.10	Q1 2016	1.50
Q1 2015	1.10	Q2 2016	2.00
Q2 2015	1.15

⁽⁸⁾  Our indentures require us to reinvest or repay senior debt with net cash proceeds from asset sales within one year.

⁽⁹⁾  The information presented in this table is qualified in all respects by reference to the full text of the covenants, provisions and related definitions contained in the documents governing the various components of our debt.

⁽¹⁰⁾  The estimated fair value is determined using market quotations based on recent trade activity for fixed rate obligations (“Level 2” inputs). Our Second Lien Term Loan and Second Lien Notes due 2019 feature variable interest rates and we estimate their fair value by using market quotations based on recent trade activity (“Level 3” input). We consider our Combined Credit Agreements which have a variable interest rate to have a fair value equal to their carrying value (“Level 1” input).

6. INCOME TAXES

Note 13 to the consolidated financial statements in our 2013 Annual Report on Form 10-K contains additional information about our income taxes. At March 31, 2014, our U.S. and Canadian valuation allowances are $370.4 million and $62.8 million, respectively, which reduce our net deferred tax assets to a zero value as we continue to believe that it is not more likely than not that we will realize the deferred tax assets primarily related to our cumulative net operating losses. Income tax recognized for the three months ended March 31, 2014 is a result of hedge gains previously deferred in AOCI being realized during the periods and the net tax impact being recognized.

7. COMMITMENTS AND CONTINGENCIES

In July 2011, we received a subpoena duces tecum from the SEC requesting certain documents. The SEC has informed us that their investigation arises out of press releases in 2011 questioning the projected decline curves and economics of shale gas wells. In June 2012, we received an additional request from the SEC for certain information regarding our assessment for impairment of unevaluated properties and plans for development of unevaluated properties. We provided responsive information and in February 2013 we met with the SEC.

Note 14 to the consolidated financial statements in our 2013 Annual Report on Form 10-K contains a more complete description of our contractual obligations, commitments and contingencies for which there are no other significant updates during the quarter ended March 31, 2014.

8. FORTUNE CREEK

Note 15 to the consolidated financial statements in our 2013 Annual Report on Form 10-K contains additional information on Fortune Creek. In March 2014, we agreed with KKR to an amendment to extend the ending date of the minimum gross capital expenditures requirement to the earlier of June 30, 2016 or 12 months following consummation of a transaction involving a material portion of our Horn River Asset and to broaden allowable spending to include acquisitions of producing properties that utilize partnership assets. As part of the amendment, we contributed C$28 million to Fortune Creek which was subsequently distributed to KKR and was applied against the gathering agreement requirement. The effect of this contribution was to reduce the balance of the partnership liability and to reduce the gathering rate that burdens our Horn River Asset production by C$0.13 per Mcf until at least 2016.

17

We committed gas production from our Horn River Asset for ten years beginning 2012, as more fully described below. KKR contributed C$125 million cash in exchange for a 50% interest in Fortune Creek. Our Canadian subsidiary has responsibility for the day-to-day operations of Fortune Creek.

The firm gathering agreement with Fortune Creek is guaranteed by us. If our subsidiary does not meet its obligations under the gathering agreement, KKR has the right to liquidate the partnership and consequently we have recorded the funds contributed by KKR as a liability in our consolidated financial statements. We recognize accretion expense to reflect the rate of return earned by KKR via its investment. Fortune Creek has made cash distributions to KKR, which are reported as cash used in financing activities.

9. QUICKSILVER STOCKHOLDERS’ EQUITY

Common Stock, Preferred Stock and Treasury Stock

We are authorized to issue 400 million shares of common stock with a $0.01 par value per share and 10 million shares of preferred stock with a $0.01 par value per share. At March 31, 2014 and December 31, 2013, we had 177.4 million and 177.3 million shares of common stock outstanding, respectively.

Stock Options

No options have been granted during 2014. The following summarizes the values from and assumptions for the Black-Scholes option pricing model for stock options issued during the three months ended March 31, 2013:

Weighted avg grant date fair value	$1.81
Weighted avg risk-free interest rate	0.76%
Expected life	5.3 years
Wtd avg volatility	75.0%
Expected dividends	—

The following table summarizes our stock option activity for the three months endedMarch 31, 2014:

	Shares		Wtd Avg Exercise Price		Wtd Avg Remaining Contractual Life	Aggregate Intrinsic Value
					(In years)	(In thousands)
Outstanding at January 1, 2014	6,771,578		$	7.82
Expired	(20,719	)	9.85
Outstanding at March 31, 2014	6,750,859		$	7.81	5.9	$	1,409
Exercisable at March 31, 2014	5,323,678		$	9.19	5.1	$	282

As of March 31, 2014, we estimate that a total of 6.3 million stock options will vest including those options already exercisable. As of March 31, 2014, the unrecognized compensation cost related to outstanding unvested stock options was $1.6 million, which is expected to be recognized in expense through August 2016. Compensation expense related to stock options of $0.5 million and $1.0 million was recognized for the three months endedMarch 31, 2014 and 2013, respectively.

18

Restricted Stock and Stock Units

The following table summarizes our restricted stock and stock unit activity for the three months endedMarch 31, 2014:

	Payable in shares				Payable in cash
	Shares		Wtd Avg Grant Date Fair Value		Shares		Wtd Avg Grant Date Fair Value
Outstanding at January 1, 2014	5,668,090		$	3.90	1,572,341		$	3.69
Granted	662,170		3.01		—		—
Vested	(2,401,580	)	4.93		(498,535	)	4.66
Forfeited	(80,209	)	3.77		(16,893	)	3.49
Outstanding at March 31, 2014	3,848,471		$	3.11	1,056,913		$	3.26

As of March 31, 2014, the unrecognized compensation cost related to outstanding unvested restricted stock was $11.0 million, which is expected to be recognized in expense through March 2017. Grants of restricted stock and RSUs during the three months endedMarch 31, 2014 had an estimated grant date fair value of $2.0 million. The fair value of outstanding RSUs to be settled in cash was $2.8 million at March 31, 2014. For the three months endedMarch 31, 2014 and 2013, compensation expense related to restricted stock and RSUs of $3.7 million and $4.5 million, respectively, was recognized. The total fair value of shares vested during the three months endedMarch 31, 2014 was $9.4 million.

10.EARNINGS PER SHARE

The following is a reconciliation of the numerator and denominator used for the computation of basic and diluted net income (loss) per common share.

	For the Three Months Ended March 31,
	2014			2013
	(In thousands, except per share data)
Net loss attributable to Quicksilver	$	(58,833	)	$	(59,707	)
Basic income allocable to participating securities (1)	$	—		$	—
Loss available to shareholders	$	(58,833	)	$	(59,707	)
Weighted average common shares – basic	173,497			171,826
Effect of dilutive securities (2)
Share-based compensation awards	—			—
Weighted average common shares – diluted	173,497			171,826
Earnings (loss) per common share – basic	$	(0.34	)	$	(0.35	)
Earnings (loss) per common share – diluted	$	(0.34	)	$	(0.35	)

⁽¹⁾  Restricted share awards that contain nonforfeitable rights to dividends are participating securities and, therefore, should be included in computing earnings using the two-class method. Participating securities, however, do not participate in undistributed net losses because there is no contractual obligation to do so.

⁽²⁾  For the three months ended March 31, 2014, 6.8 million shares associated with our stock options and 0.3 million shares associated with our unvested RSUs were antidilutive and, therefore, excluded from the diluted share calculations. For the three months ended March 31, 2013, 5.0 million shares associated with our stock options and 0.9 million shares associated with our unvested RSUs were antidilutive and, therefore, excluded from the diluted share calculations.

19

11. CONDENSED CONSOLIDATING FINANCIAL INFORMATION

Note 18 to the consolidated financial statements in our 2013 Annual Report on Form 10-K contains a more complete description of our guarantor, non-guarantor, restricted and unrestricted subsidiaries under the indentures for our senior notes and senior subordinated notes.

The following tables present financial information about Quicksilver and our restricted subsidiaries for the three-month period covered by the condensed consolidated financial statements. Under the indentures for our senior notes and senior subordinated notes, Fortune Creek is not considered to be a subsidiary and therefore it is presented separately from the other subsidiaries for these purposes.

Condensed Consolidating Balance Sheets

	March 31, 2014
	Quicksilver Resources Inc.			Restricted Guarantor Subsidiaries			Restricted Non- Guarantor Subsidiaries			Restricted Subsidiary Eliminations			Quicksilver and Restricted Subsidiaries			Unrestricted Non- Guarantor Subsidiaries			Fortune Creek		Consolidated Eliminations			Quicksilver Resources Inc. Consolidated
	(In thousands)
ASSETS
Current assets	$	256,321		$	11,510		$	53,154		$	(27,979	)	$	293,006		$	46		$	1,218	$	(24	)	$	294,246
Property and equipment	480,136			15,160			302,224			—			797,520			—			77,598		—			875,118
Investment in subsidiaries (equity method)	(231,131		)	—			(1,345		)	231,131			(1,345		)	(1,345		)	—		2,690			—
Other assets	479,128			—			24,617			(413,282		)	90,463			—			—		—			90,463
Total assets	$	984,454		$	26,670		$	378,650		$	(210,130	)	$	1,179,644		$	(1,299	)	$	78,816	$	2,666		$	1,259,827
LIABILITIES AND EQUITY
Current liabilities	$	116,207		$	12,577		$	25,244		$	(27,979	)	$	126,049		$	25		$	1,778	$	(24	)	$	127,828
Long-term liabilities	1,943,612			19,242			559,958			(413,282		)	2,109,530			—			1,506		96,328			2,207,364
Stockholders' equity	(1,075,365		)	(5,149		)	(206,552		)	231,131			(1,055,935		)	(1,324		)	75,532		(93,638		)	(1,075,365		)
Total liabilities and equity	$	984,454		$	26,670		$	378,650		$	(210,130	)	$	1,179,644		$	(1,299	)	$	78,816	$	2,666		$	1,259,827

	December 31, 2013
	Quicksilver Resources Inc.			Restricted Guarantor Subsidiaries			Restricted Non- Guarantor Subsidiaries			Restricted Subsidiary Eliminations			Quicksilver and Restricted Subsidiaries			Unrestricted Non- Guarantor Subsidiaries			Fortune Creek		Consolidated Eliminations			Quicksilver Resources Inc. Consolidated
	(In thousands)
ASSETS
Current assets	$	349,586		$	10,735		$	53,034		$	(19,642	)	$	393,713		$	909		$	1,110	$	(1,772	)	$	393,960
Property and equipment	455,822			15,486			307,865			—			779,173			—			81,632		—			860,805
Investment in subsidiaries (equity method)	(217,852		)	—			(33,840		)	217,852			(33,840		)	(33,840		)	—		67,680			—
Other assets	472,792			—			32,892			(390,723		)	114,961			—			—		—			114,961
Total assets	$	1,060,348		$	26,221		$	359,951		$	(192,513	)	$	1,254,007		$	(32,931	)	$	82,742	$	65,908		$	1,369,726
LIABILITIES AND EQUITY
Current liabilities	$	124,275		$	12,210		$	17,167		$	(19,642	)	$	134,010		$	888		$	1,671	$	(1,772	)	$	134,797
Long-term liabilities	1,942,043			19,242			542,659			(390,723		)	2,113,221			—			1,546		126,132			2,240,899
Stockholders' equity	(1,005,970		)	(5,231		)	(199,875		)	217,852			(993,224		)	(33,819		)	79,525		(58,452		)	(1,005,970		)
Total liabilities and equity	$	1,060,348		$	26,221		$	359,951		$	(192,513	)	$	1,254,007		$	(32,931	)	$	82,742	$	65,908		$	1,369,726

20

Condensed Consolidating Statements of Income

	For the Three Months Ended March 31, 2014
	Quicksilver Resources Inc.			Restricted Guarantor Subsidiaries			Restricted Non- Guarantor Subsidiaries			Restricted Subsidiary Eliminations		Quicksilver and Restricted Subsidiaries			Unrestricted Non- Guarantor Subsidiaries		Fortune Creek		Consolidated Eliminations			Quicksilver Resources Inc. Consolidated
	(In thousands)
Revenue	$	62,910		$	374		$	28,502		$	—	$	91,786		$	—	$	4,942	$	(4,942	)	$	91,786
Operating expenses	75,401			291			30,265			—		105,957			—		1,825		(4,942		)	102,840
Equity in net earnings of subsidiaries	(5,689		)	—			(1,282		)	5,689		(1,282		)	3,119		—		(1,837		)	—
Operating income (loss)	(18,180		)	83			(3,045		)	5,689		(15,453		)	3,119		3,117		(1,837		)	(11,054		)
Fortune Creek accretion	—			—			—			—		—			—		—		(4,401		)	(4,401		)
Interest expense and other	(38,011		)	—			(2,718		)	—		(40,729		)	—		2		—			(40,727		)
Income tax (expense) benefit	(2,642		)	(29		)	20			—		(2,651		)	—		—		—			(2,651		)
Net income (loss)	$	(58,833	)	$	54		$	(5,743	)	$	5,689	$	(58,833	)	$	3,119	$	3,119	$	(6,238	)	$	(58,833	)
Other comprehensive income (loss)	(8,798		)	—			(3,307		)	—		(12,105		)	—		—		—			(12,105		)
Equity in OCI of subsidiaries	(3,307		)	—			—			3,307		—			—		—		—			—
Comprehensive income (loss)	$	(70,938	)	$	54		$	(9,050	)	$	8,996	$	(70,938	)	$	3,119	$	3,119	$	(6,238	)	$	(70,938	)

	For the Three Months Ended March 31, 2013
	Quicksilver Resources Inc.			Restricted Guarantor Subsidiaries		Restricted Non- Guarantor Subsidiaries			Restricted Subsidiary Eliminations		Quicksilver and Restricted Subsidiaries			Unrestricted Non- Guarantor Subsidiaries		Fortune Creek		Consolidated Eliminations			Quicksilver Resources Inc. Consolidated
	(In thousands)
Revenue	$	88,900		$	214	$	29,589		$	—	$	118,703		$	—	$	5,325	$	(5,325	)	$	118,703
Operating expenses	97,024			30		28,459			—		125,513			—		2,389		(5,325		)	122,577
Equity in net earnings of subsidiaries	(4,191		)	—		(1,908		)	4,191		(1,908		)	2,937		—		(1,029		)	—
Operating income (loss)	(12,315		)	184		(778		)	4,191		(8,718		)	2,937		2,936		(1,029		)	(3,874		)
Fortune Creek accretion	—			—		—			—		—			—		—		(4,845		)	(4,845		)
Interest expense and other	(41,168		)	—		(2,925		)	—		(44,093		)	—		1		—			(44,092		)
Income tax (expense) benefit	(6,224		)	—		(672		)	—		(6,896		)	—		—		—			(6,896		)
Net income (loss)	$	(59,707	)	$	184	$	(4,375	)	$	4,191	$	(59,707	)	$	2,937	$	2,937	$	(5,874	)	$	(59,707	)
Other comprehensive income (loss)	(11,003		)	—		(3,451		)	—		(14,454		)	—		—		—			(14,454		)
Equity in OCI of subsidiaries	(3,451		)	—		—			3,451		—			—		—		—			—
Comprehensive income (loss)	$	(74,161	)	$	184	$	(7,826	)	$	7,642	$	(74,161	)	$	2,937	$	2,937	$	(5,874	)	$	(74,161	)

21

Condensed Consolidating Statements of Cash Flows

	For the Three Months Ended March 31, 2014
	Quicksilver Resources Inc.			Restricted Guarantor Subsidiaries			Restricted Non-Guarantor Subsidiaries			Restricted Subsidiary Eliminations			Quicksilver and Restricted Subsidiaries			Unrestricted Non-Guarantor Subsidiaries			Fortune Creek			Consolidated Eliminations			Quicksilver Resources Inc. Consolidated
	(In thousands)
Net cash flow provided by (used in) operating activities	$	(29,198	)	$	14		$	9,075		$	—		$	(20,109	)	$	—		$	125		$	—		$	(19,984	)
Purchases of property, plant and equipment	(28,772		)	(14		)	(9,934		)	—			(38,720		)	—			(9		)	—			(38,729		)
Investment in subsidiary	(7,385		)	—			(26,395		)	7,385			(26,395		)	(26,395		)	—			52,790			—
Proceeds from sale of properties and equipment	910			—			116			—			1,026			—			—			—			1,026
Purchases of marketable securities	(55,682		)	—			—			—			(55,682		)	—			—			—			(55,682		)
Maturities and sales of marketable securities	124,694			—			—			—			124,694			—			—			—			124,694
Net cash flow provided by (used in) investing activities	33,765			(14		)	(36,213		)	7,385			4,923			(26,395		)	(9		)	52,790			31,309
Debt issuance costs paid	(162		)	—			—			—			(162		)	—			—			—			(162		)
Intercompany note	(22,559		)	—			22,559			—			—			—			—			—			—
Intercompany financing	—			—			7,385			(7,385		)	—			—			—			—			—
Contribution received	—			—			—			—			—			26,395			26,395			(52,790		)	—
Distribution of Fortune Creek Partnership funds	—			—			—			—			—			—			(29,472		)	—			(29,472		)
Purchase of treasury stock	(2,271		)	—			—			—			(2,271		)	—			—			—			(2,271		)
Net cash flow provided by (used in) financing activities	(24,992		)	—			29,944			(7,385		)	(2,433		)	26,395			(3,077		)	(52,790		)	(31,905		)
Effect of exchange rates on cash	—			—			(2,357		)	—			(2,357		)	(1		)	3,089			—			731
Net increase (decrease) in cash and equivalents	(20,425		)	—			449			—			(19,976		)	(1		)	128			—			(19,849		)
Cash and equivalents at beginning of period	83,893			—			4,135			—			88,028			22			1,053			—			89,103
Cash and equivalents at end of period	$	63,468		$	—		$	4,584		$	—		$	68,052		$	21		$	1,181		$	—		$	69,254

	For the Three Months Ended March 31, 2013
	Quicksilver Resources Inc.			Restricted Guarantor Subsidiaries			Restricted Non-Guarantor Subsidiaries			Quicksilver and Restricted Subsidiaries			Unrestricted Non-Guarantor Subsidiaries		Fortune Creek			Quicksilver Resources Inc. Consolidated
	(In thousands)
Net cash flow provided by (used in) operating activities	$	(27,331	)	$	4		$	10,648		$	(16,679	)	$	—	$	2,285		$	(14,394	)
Purchases of property, plant and equipment	(18,824		)	(4		)	(8,110		)	(26,938		)	—		(504		)	(27,442		)
Proceeds from sale of properties and equipment	591			—			17			608			—		—			608
Net cash flow used in investing activities	(18,233		)	(4		)	(8,093		)	(26,330		)	—		(504		)	(26,834		)
Issuance of debt	51,000			—			3,040			54,040			—		—			54,040
Repayments of debt	—			—			(4,011		)	(4,011		)	—		—			(4,011		)
Distribution of Fortune Creek Partnership funds	—			—			—			—			—		(3,198		)	(3,198		)
Purchase of treasury stock	(1,007		)	—			—			(1,007		)	—		—			(1,007		)
Net cash flow provided by (used in) financing activities	49,993			—			(971		)	49,022			—		(3,198		)	45,824
Effect of exchange rates on cash	—			—			(1,584		)	(1,584		)	—		1,887			303
Net increase (decrease) in cash and equivalents	4,429			—			—			4,429			—		470			4,899
Cash and equivalents at beginning of period	4,618			—			—			4,618			—		333			4,951
Cash and equivalents at end of period	$	9,047		$	—		$	—		$	9,047		$	—	$	803		$	9,850

22

12. SEGMENT INFORMATION

We operate in two geographic segments, the U.S. and Canada, where we are engaged in the exploration and production segment of the oil and gas industry. Additionally, we operate a significantly smaller midstream segment in the U.S. and Canada, where we provide natural gas gathering and processing services, primarily to our U.S. and Canadian exploration and production segments. In Canada, our midstream operation is the Fortune Creek partnership. Revenue earned by Fortune Creek for the gathering and processing of our gas is eliminated on a consolidated basis as is the GPT recognized by our producing properties. Based on the immateriality of our midstream segment, we have combined our U.S. and Canadian midstream information. We evaluate performance based on operating income and property and equipment costs incurred.

	Exploration & Production													Quicksilver Consolidated
	U.S.		Canada			Midstream		Corporate			Elimination
For the Three Months Ended March 31:	(In thousands)
2014
Revenue	$	62,903	$	27,962		$	5,863	$	—		$	(4,942	)	$	91,786
DD&A	7,379		4,827			1,243		506			—			13,955
Operating income (loss)	2,181		(611		)	3,201		(15,825		)	—			(11,054		)
Property and equipment costs incurred	33,216		8,954			11		91			—			42,272
2013
Revenue	$	81,553	$	36,260		$	6,215	$	—		$	(5,325	)	$	118,703
DD&A	13,128		3,190			1,340		598			—			18,256
Operating income (loss)	6,922		2,841			3,124		(16,761		)	—			(3,874		)
Property and equipment costs incurred	20,553		3,064			80		640			—			24,337
Property, plant and equipment-net
March 31, 2014	$	476,579	$	300,837		$	92,758	$	4,944		$	—		$	875,118
December 31, 2013	451,840		306,423			97,118		5,424			—			860,805
Total assets
March 31, 2014	770,747		378,650			105,486		4,944			—			$	1,259,827
December 31, 2013	895,388		359,951			108,963		5,424			—			1,369,726

13. SUPPLEMENTAL CASH FLOW INFORMATION

Cash paid (received) for interest and income taxes is as follows:

	For the Three Months Ended March 31,
	2014			2013
	(In thousands)
Interest, net of capitalized interest	$	49,103		$	69,633
Income taxes	(7,951		)	35

Other significant non-cash transactions are as follows:

	For the Three Months Ended March 31,
	2014		2013
	(In thousands)
Working capital related to capital expenditures	$	13,128	$	8,964

23

14. TRANSACTIONS AND OTHER MATTERS WITH RELATED PARTIES

As of March 31, 2014, members of the Darden family and entities controlled by them beneficially owned approximately 30% of our outstanding common stock. Glenn Darden and Anne Darden Self are officers and directors, and Thomas Darden is a director, of Quicksilver.

During the first three months of 2013, we paid $0.3 million for use of an airplane owned by an entity controlled by members of the Darden family. Usage rates were determined based upon comparable rates charged by third parties.

Payments received from Mercury, a company owned by members of the Darden family, for sublease rentals, employee insurance coverage and administrative services were less than $0.1 million for the first three months of 2014 and 2013.

Thomas Darden retired as an employee on December 31, 2013. During the first three months of 2014, consulting fee payments of $135,000, office allowance payments of $37,500 and COBRA payments of $39,000 were made to Mr. Darden. Additionally, in accordance with the agreement related to such retirement signed in May 2013 and following the execution and non-revocation of a release agreement satisfactory to us, we paid Mr. Darden a cash bonus of $286,650 and an equity bonus in the form of 72,662 fully vested shares having a grant date fair value equal to $191,100 in March 2014.

24

ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following Management’s Discussion and Analysis (“MD&A”) is intended to help readers of our financial statements understand our business, results of operations, financial condition, liquidity and capital resources. MD&A is provided as a supplement to, and should be read in conjunction with, the other sections of this Quarterly Report as well as our 2013 Annual Report on Form 10-K. We conduct our operations in two segments: (1) our more dominant exploration and production segment and (2) our significantly smaller midstream segment. Except as otherwise specifically noted, or as the context requires otherwise, and except to the extent that differences between these segments or our geographic segments are material to an understanding of our business taken as a whole, we present this MD&A on a consolidated basis.

Our MD&A includes the following sections:

• 2014 Highlights – a summary of significant activities and events affecting Quicksilver

• 2014 Capital Program – a summary of our planned capital expenditures during 2014

• Results of Operations – an analysis of our consolidated results of operations for the three-month periods presented in our financial statements

• Liquidity, Capital Resources and Financial Position – an analysis of our cash flows, sources and uses of cash, contractual obligations and commercial commitments

2014 HIGHLIGHTS

Joint Venture Update

In March 2014, we executed an agreement with Southwestern Energy Company to sell all of our Niobrara Asset for cash proceeds of $93.5 million. The transaction closed on May 1, 2014. The decision to sell this acreage was largely rooted in SWEPI’s plans to exit its North American shale plays, including the shared interest in our Niobrara Asset.

Recognizing the need to enter into a partnership to develop our Horn River Asset, with the assistance of our advisors, we began the process to identify one or more potential partners. We have identified potential partners and we are working toward completing a transaction with them. We believe that completing a transaction will substantially defray our need to make significant capital investments on the Horn River Asset. We cannot provide any assurance that we will be successful in consummating any such prospective transactions.

Significant Contract Revisions

In March 2014, we agreed with KKR to an amendment to extend the ending date of the remaining required capital spending to the earlier of June 30, 2016 or 12 months following consummation of a transaction involving a material portion of our Horn River Asset and to broaden allowable spending to include acquisitions of producing properties that utilize partnership assets. As part of the amendment, we contributed C$28 million to Fortune Creek which was subsequently distributed to KKR and was applied against the gathering agreement requirement. The effect of this contribution was to reduce the balance of the partnership liability and to reduce the gathering rate that burdens our Horn River Asset production by C$0.13 per Mcf until at least 2016. Additionally, as a result of this amendment, KKR is no longer required to fund the capital for construction of a proposed gas treatment facility, but at its option may provide funding for any facility to be constructed by the partnership, including the proposed gas treatment facility. The amendment provides us with additional time and flexibility in completing a joint venture transaction involving our Horn River Asset and immediate cash flow relief through the reduced gathering fee paid to Fortune Creek.

2014 CAPITAL PROGRAM

We incurred costs related to our capital program of $42.3 million for the first three months of 2014. We continue to anticipate full-year 2014 spending to be $136 million.

25

RESULTS OF OPERATIONS

Three Months EndedMarch 31, 2014 and 2013

The following discussion compares the results of operations for the three months ended March 31, 2014 and 2013, or the 2014 period and 2013 period, respectively. “Other U.S.” refers to the combined amounts for our Niobrara Asset, West Texas Asset and Southern Alberta Basin Asset. The impact of the Synergy Transaction was immaterial for further disaggregation.

Revenue

We aggregate production revenue and realized cash gains (losses) on derivatives not treated as hedges in measuring revenue from our oil and gas production. Combining these items mirrors our view of the derivatives' usefulness, provides more comparability and is consistent with how management views and evaluates operating results.

Production Revenue and Realized Cash Gains (Losses) on Derivatives by Operating Area:

	Natural Gas					NGL					Oil				Total
	2014			2013		2014			2013		2014		2013		2014			2013
	(In millions)
Barnett Shale	$	48.3		$	51.8	$	18.2		$	23.7	$	1.4	$	2.3	$	67.9		$	77.8
Other U.S.	—			0.1		—			0.1		0.5		3.1		0.5			3.3
Hedging	7.1			15.3		—			—		—		—		7.1			15.3
U.S.	55.4			67.2		18.2			23.8		1.9		5.4		75.5			96.4
Horseshoe Canyon	19.1			15.2		—			—		—		—		19.1			15.2
Horn River	18.7			17.8		—			—		—		—		18.7			17.8
Hedging	2.4			3.2		—			—		—		—		2.4			3.2
Canada	40.2			36.2		—			—		—		—		40.2			36.2
Consolidated production revenue	$	95.6		$	103.4	$	18.2		$	23.8	$	1.9	$	5.4	$	115.7		$	132.6
U.S. realized cash derivative gains (losses)	$	(7.8	)	$	5.5	$	(1.9	)	$	—	$	—	$	—	$	(9.7	)	$	5.5
Canada realized cash derivative gains (losses)	(0.7		)	4.1		—			—		—		—		(0.7		)	4.1
Consolidated realized cash derivative gains (losses)	(8.5		)	9.6		(1.9		)	—		—		—		(10.4		)	9.6
Consolidated production revenue and realized cash derivative gains (1)	$	87.1		$	113.0	$	16.3		$	23.8	$	1.9	$	5.4	$	105.3		$	142.2

⁽¹⁾  Realized cash derivative gains (losses) from derivatives not treated as hedges are included in net derivative losses. Unrealized derivative gains (losses) make up the remainder of net derivative losses as reported on our statement of income. A discussion of net derivative losses is found elsewhere in our discussion of our results of operations. Total revenue is comprised of production revenue, net derivative losses, sales of purchased natural gas and other revenue.

26

Average Daily Production Volume:

	Natural Gas		NGL		Oil		Equivalent Total
	2014	2013	2014	2013	2014	2013	2014	2013
	(MMcfd)		(Bbld)		(Bbld)		(MMcfed)
Barnett Shale	112.6	175.9	6,303	9,644	165	281	151.4	235.5
Other U.S.	—	0.1	—	24	57	407	0.3	2.7
U.S.	112.6	176.0	6,303	9,668	222	688	151.7	238.2
Horseshoe Canyon	48.1	51.3	5	6	—	—	48.1	51.3
Horn River	46.1	68.0	—	—	—	—	46.1	68.0
Canada	94.2	119.3	5	6	—	—	94.2	119.3
Consolidated	206.8	295.3	6,308	9,674	222	688	245.9	357.5

Average Realized Price:

	Natural Gas					NGL					Oil				Equivalent Total
	2014			2013		2014			2013		2014		2013		2014			2013
	(per Mcf)					(per Bbl)					(per Bbl)				(per Mcfe)
Barnett Shale	$	4.76		$	3.27	$	32.16		$	27.35	$	93.75	$	90.12	$	4.99		$	3.67
Other U.S.	3.78			4.24		—			52.49		89.31		85.92		13.32			13.50
Hedging	0.70			0.96		—			—		—		—		0.52			0.71
U.S.	$	5.47		$	4.23	$	32.16		$	27.42	$	92.61	$	87.63	$	5.53		$	4.50
Horseshoe Canyon	$	4.40		$	3.29	$	52.23		$	66.68	$	—	$	—	$	4.41		$	3.29
Horn River	4.50			2.91		—			—		—		—		4.50			2.91
Hedging	0.29			0.30		—			—		—		—		0.29			0.30
Canada	$	4.74		$	3.37	$	52.23		$	66.68	$	—	$	—	$	4.74		$	3.38
Consolidated production revenue	$	5.14		$	3.89	$	32.18		$	27.44	$	92.61	$	87.63	$	5.23		$	4.12
U.S. realized cash derivative gains (losses)	$	(0.77	)	$	0.35	$	(3.29	)	$	—	$	—	$	—	$	(0.71	)	$	0.26
Canada realized cash derivative gains	(0.09		)	0.38		—			—		—		—		(0.09		)	0.38
Consolidated realized cash derivative gains (losses)	$	(0.46	)	$	0.36	$	(3.28	)	$	—	$	—	$	—	$	(0.47	)	$	0.30
Consolidated production revenue and realized cash derivative gains	$	4.68		$	4.25	$	28.90		$	27.44	$	92.61	$	87.63	$	4.76		$	4.42

27

The following table summarizes the changes in our production revenue and realized cash gains (losses) on derivatives:

	Natural Gas			NGL			Oil			Total
	(In thousands)
Consolidated production revenue and realized cash derivative gains for the 2013 period	$	112,896		$	23,891		$	5,423		$	142,210
Volume variances	(25,417		)	(8,310		)	(3,668		)	(37,395		)
Hedge revenue variances	(8,963		)	—			—			(8,963		)
Realized cash derivative variance (1)	(18,117		)	(1,865		)	—			(19,982		)
Price variances	26,632			2,688			100			29,420
Consolidated production revenue and realized cash derivative gains for the 2014 period	$	87,031		$	16,404		$	1,855		$	105,290

⁽¹⁾  This amount is also included in the production revenue and realized cash derivatives gains table above.

Our natural gas revenue without the effects of derivatives increased for the 2014 period from the 2013 period due to an increase in our realized price partially offset by lower volumes primarily attributable to the Tokyo Gas Transaction and natural declines in the Barnett Shale Asset and natural declines in our Horn River Asset. Our hedge and realized cash derivative decreased for the 2014 period compared to the 2013 period due to the expiration of a portion of our derivatives, a lower average strike price on the remaining portfolio and an increase in the natural gas price, all of which reduced our revenues derived from our derivatives. Consolidated production revenue and realized cash derivative gains from NGL revenue for the 2014 period decreased from the 2013 period due to lower volumes produced primarily attributable to the Tokyo Gas Transaction, declining well production and the 2014 period including an NGL derivative loss that the 2013 period did not, partially offset by an increase in realized prices. Our oil revenue decreased for the 2014 period from the 2013 period due to lower volumes resulting from the Synergy Transaction.

Our production revenue for the 2014 period and 2013 period was higher by $9.5 million and $18.5 million, respectively, because of our hedging activities.

Sales of Purchased Natural Gas and Costs of Purchased Natural Gas

	For the Three Months Ended March 31,
	2014		2013
	(In thousands)
Sales of purchased natural gas
Purchases from Eni	$	16,397	$	15,900
Purchases from others	825		658
Total	17,222		16,558
Costs of purchased natural gas sold
Purchases from Eni	16,375		15,896
Purchases from others	817		622
Total	17,192		16,518
Net sales and purchases of natural gas	$	30	$	40

28

Net Derivative Losses

The following table summarizes our net derivative gains and losses:

	For the Three Months Ended March 31,
	2014			2013
	(In thousands)
Unrealized mark-to-market changes in fair value of natural gas derivative gains (losses) (1)	$	(32,418	)	$	(40,965	)
Realized cash settlements of natural gas derivative gains (losses)	(8,521		)	9,596
Unrealized mark-to-market changes in fair value of NGL derivative gains (1)	771			—
Realized cash settlements of NGL derivative losses	(1,865		)	—
Derivative gains (losses), net	(42,033		)	(31,369		)

⁽¹⁾  Unrealized mark-to-market changes in fair value are subject to continuing market risk.

Other Revenue

	For the Three Months Ended March 31,
	2014		2013
	(In thousands)
Midstream revenue from third parties
Canada	$	540	$	675
Texas	381		225
Total	$	921	$	900

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Operating Expense

Lease Operating

	For the Three Months Ended March 31,
	2014				2013
	(In thousands, except per unit amounts)
			Per Mcfe				Per Mcfe
Barnett Shale
Expense	$	10,099	$	0.74	$	13,435	$	0.63
Equity compensation expense	135		0.01		272		0.01
	$	10,234	$	0.75	$	13,707	$	0.64
Other U.S.
Expense	$	440	$	14.12	$	1,403	$	5.72
Equity compensation expense	31		0.99		68		0.28
	$	471	$	15.11	$	1,471	$	6.00
Total U.S.
Expense	$	10,539	$	0.77	$	14,838	$	0.69
Equity compensation expense	166		0.01		340		0.02
	$	10,705	$	0.78	$	15,178	$	0.71
Horseshoe Canyon
Expense	$	6,400	$	1.48	$	8,211	$	1.78
Equity compensation expense	616		0.14		65		0.01
	$	7,016	$	1.62	$	8,276	$	1.79
Horn River
Expense	$	1,036	$	0.25	$	1,441	$	0.24
Equity compensation expense	—		—		—		—
	$	1,036	$	0.25	$	1,441	$	0.24
Total Canada
Expense	$	7,436	$	0.88	$	9,652	$	0.90
Equity compensation expense	616		0.07		65		0.01
	$	8,052	$	0.95	$	9,717	$	0.91
Total Company
Expense	$	17,975	$	0.81	$	24,490	$	0.76
Equity compensation expense	782		0.04		405		0.01
	$	18,757	$	0.85	$	24,895	$	0.77

Lease operating expense for the 2014 period in the Barnett Shale decreased in total primarily due to the Tokyo Gas Transaction. On a unit basis, the Barnett Shale increased primarily due to fixed lease operating charges being distributed over lower volume due to natural declines compared to the 2013 period. Other U.S. decreased in total for the 2014 period primarily due to the Synergy Transaction and on a unit basis the 2014 period increased as fixed lease operating charges were distributed over lower volume compared to the 2013 period. In Canada, the decrease in lease operating expense in total for the 2014 period compared to the 2013 period is primarily due to decreased headcount and lower direct lifting charges.

30

Gathering, Processing and Transportation

	For the Three Months Ended March 31,
	2014				2013
	(In thousands, except per unit amounts)
			Per Mcfe				Per Mcfe
Barnett Shale	$	21,259	$	1.56	$	30,799	$	1.45
Other U.S.	—		0.01		3		0.01
Total U.S.	21,259		1.56		30,802		1.44
Horseshoe Canyon	879		0.20		823		0.18
Horn River	10,645		2.57		8,199		1.34
Total Canada	11,524		1.36		9,022		0.84
Total	$	32,783	$	1.48	$	39,824	$	1.24

U.S. GPT on a gross basis decreased primarily due to lower volumes in our Barnett Shale Asset attributable to the Tokyo Gas Transaction. On a unit basis, the 2014 period was higher primarily due to increased rates in the 2014 period compared to the 2013 period and increased transportation charges from unused demand charges and higher NGL reservation fees. Our Horn River Asset GPT increased in total and on a unit basis for the 2014 period as compared to the 2013 period as a result of increased gathering rates as the 2013 period included discounted rates prior to the contractual increase in volumes. Our Horn River Asset GPT includes payments made for unused firm capacity of $3.1 million and $1.1 million for the 2014 period and the 2013 period, respectively.

Production and Ad Valorem Taxes

	For the Three Months Ended March 31,
	2014				2013
	(In thousands, except per unit amounts)
			Per Mcfe				Per Mcfe
Production taxes
Barnett Shale	$	955	$	0.07	$	940	$	0.04
Other U.S.	6		0.20		232		0.01
Total U.S.	961		0.07		1,172		0.05
Horseshoe Canyon	61		0.01		65		0.01
Horn River	9		—		—		—
Total Canada	70		0.01		65		0.01
Total production taxes	1,031		0.05		1,237		0.04
Ad valorem taxes
Barnett Shale	$	2,133	$	0.16	$	3,353	$	0.16
Other U.S.	90		2.90		147		0.59
Total U.S.	2,223		0.16		3,500		0.16
Horseshoe Canyon	741		0.17		698		0.15
Horn River	189		0.05		49		0.01
Total Canada	930		0.11		747		0.07
Total ad valorem taxes	3,153		0.14		4,247		0.13
Total	$	4,184	$	0.19	$	5,484	$	0.17

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Depletion, Depreciation and Accretion

	For the Three Months Ended March 31,
	2014				2013
	(In thousands, except per unit amounts)
			Per Mcfe				Per Mcfe
Depletion
U.S.	$	6,887	$	0.50	$	11,108	$	0.52
Canada	1,795		0.21		1,205		0.11
Total depletion	8,682		0.39		12,313		0.38
Depreciation of other fixed assets
U.S.	$	1,651	0.12		$	2,115	0.10
Canada	2,239		0.26		2,459		0.23
Total depreciation	3,890		0.18		4,574		0.14
Accretion	1,383		0.06		1,369		0.04
Total	$	13,955	$	0.63	$	18,256	$	0.57

U.S. depletion for the 2014 period, when compared to the 2013 period, reflects a decrease in production. Canadian depletion increased for the 2014 period, when compared to the 2013 period, due to an increase in the current year depletion rate primarily due to increased depletable asset base partially offset by a decrease in production.

General and Administrative

	For the Three Months Ended March 31,
	2014				2013
	(In thousands, except per unit amounts)
			Per Mcfe				Per Mcfe
Expense	$	8,399	$	0.38	$	10,333	$	0.32
Audit and accounting fees	1,115		0.05		1,266		0.04
Strategic transaction costs	2,775		0.12		—		—
Equity compensation	3,031		0.14		4,564		0.14
Total	$	15,320	$	0.69	$	16,163	$	0.50

The decrease in general and administrative expense is primarily due to reduced headcount during the 2014 period, which also decreased equity compensation.

Fortune Creek Accretion

KKR’s contribution is shown as Partnership liability in the condensed consolidated balance sheet, and we recognize accretion expense to reflect the rate of return earned by KKR via its investment.

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Interest Expense

	For the Three Months Ended March 31,
	2014			2013
	(In thousands)
Interest costs on debt outstanding	$	39,375		$	43,973
Add:
Fees paid on letters of credit outstanding	65			50
Non-cash interest (1)	2,665			1,858
Total interest costs incurred	42,105			45,881
Less:
Interest capitalized	(1,309		)	(1,939		)
Interest expense	$	40,796		$	43,942

⁽¹⁾  Represents amortization of deferred financing costs and original issue discount net of interest swap settlement amortization.

Interest costs incurred for the 2014 period were lower when compared to the 2013 period primarily because of the refinancing of our debt securities in June 2013.

Income Taxes

The effective tax rates for the three months ended March 31, 2014 and 2013 are as follows:

	For the Three Months Ended March 31,
	2014			2013
	(in thousands)
Income tax (benefit) expense - U.S.	$	2,671		$	6,224
Effective tax rate - U.S.	(5.3		)%	(12.7		)%
Income tax (benefit) expense - Canada	$	(20	)	$	672
Effective tax rate - Canada	0.3		%	(18.1		)%
Income tax (benefit) expense - total	$	2,651		$	6,896
Effective tax rate - total	(4.7		)%	(13.1		)%

Income tax expense for the 2014 period included an increase in the U.S. valuation allowance of $19.5 million. Income tax recognized for the 2014 and 2013 periods is a result of hedge gains previously deferred in AOCI being realized during the quarter and the net tax impact being recognized.

Quicksilver Resources Inc. and its Restricted Subsidiaries

Information about Quicksilver and our restricted and unrestricted subsidiaries is included in Note 11 to our condensed consolidated interim financial statements included in Item 1 of this Quarterly Report.

The combined results of operations for Quicksilver and our restricted subsidiaries are substantially similar to our consolidated results of operations, which are discussed above under “Results of Operations,” except for Fortune Creek accretion expense. The combined financial position of Quicksilver and our restricted subsidiaries and our consolidated financial position are materially the same except for balances related to Fortune Creek which were included in the consolidated financial position as of March 31, 2014. The combined operating cash flows, financing cash flows and investing cash flows for Quicksilver and our restricted subsidiaries are substantially similar to our consolidated operating cash flows, financing cash flows and investing cash flows, which are discussed below in “Cash Flow Activity,” except for cash flows associated with the operations and development of Fortune Creek.

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LIQUIDITY, CAPITAL RESOURCES AND FINANCIAL POSITION

Cash Flow Activity

Our financial condition and results of operations, including our liquidity and profitability, are significantly affected by the prices that we realize for our natural gas, NGL and oil production and the volumes of natural gas, NGLs and oil that we produce.

The natural gas, NGLs and oil that we produce are commodity products for which established trading markets exist. Accordingly, product pricing is generally influenced by the relationship between supply and demand for these products. Product supply is affected primarily by fluctuations in production volumes, and product demand is affected by the state of the economy in general, the availability and price of alternative fuels and a variety of other factors. Prices for our products historically have been volatile, and we have no meaningful influence over the timing and extent of price changes for our products. Although we have mitigated our near-term exposure to such price declines through derivative financial instruments covering substantial portions of our expected near-term production, we cannot confidently predict whether or when commodity prices will increase or decrease.

The volumes that we produce may be significantly affected by the rates at which we acquire leaseholds and other mineral interests and explore, exploit and develop our leasehold and other mineral interests through drilling and production activities. These activities require substantial capital expenditures, and our ability to fund these activities through cash flow from our operations, borrowings and other sources may be affected by instability in the capital markets.

For the remainder of 2014 through 2021, swaps economically hedge a portion of our natural gas and NGL revenue. The following summarizes future production hedged with commodity derivatives as of March 31, 2014.

Production Year	Daily Production Volume
	Natural Gas	NGL	Natural Gas Basis Swaps
	MMcfd	MBbld	MMcfd
2014 (1)	170	4	40
2015	150	—	—
2016-2021	40	—	—

⁽¹⁾  Our 2014 NGL derivatives end in September. Our natural gas derivatives and AECO to NYMEX natural gas basis swaps are in place for the whole of 2014.

The following summarizes our cash flow activity for the 2014 period and 2013 period:

	For the Three Months Ended March 31,
	2014			2013
	(In thousands)
Net cash used in operating activities	$	(19,984	)	$	(14,394	)
Net cash provided by (used in) investing activities	31,309			(26,834		)
Net cash provided by (used in) financing activities	(31,905		)	45,824

Operating Cash Flows

Net cash used in operating activities for the 2014 period increased from the 2013 period due to lower production volumes, partially offset by positive changes in working capital, including the receipt of $7.9 million in income tax refunds.

Net cash used in operating activities for the 2014 period includes hedge cash settlements of $1.8 million, which is deferred in other comprehensive income related to our long-dated hedges restructured in the first and fourth quarters of 2012. The revenue impact will be realized over the original term of the hedges, which extends until 2021.

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Investing Cash Flows

Costs incurred for property, plant and equipment for the 2014 period and 2013 period were as follows:

	United States		Canada		Consolidated
	(In thousands)
For the Three Months Ended March 31, 2014
Exploration and development	$	33,216	$	8,954	$	42,170
Midstream	11		—		11
Administrative	14		77		91
Total	$	33,241	$	9,031	$	42,272
For the Three Months Ended March 31, 2013
Exploration and development	$	20,553	$	3,064	$	23,617
Midstream	6		74		80
Administrative	393		247		640
Total	$	20,952	$	3,385	$	24,337

Costs incurred reflect the activity of the 2014 capital program, while capital expenditures shown in the condensed consolidated statement of cash flows also reflect the related changes in working capital. Changes in working capital are driven by the increase in accounts payable from prior year activities.

Several of our marketable securities matured during the 2014 quarter and were held as cash.

Financing Cash Flows

Distributions of Fortune Creek partnership funds of $29.5 million and $3.2 million were paid in the 2014 period and the 2013 period, respectively, to our partner based on our partner's preferential distribution rights.

Liquidity and Borrowing Capacity

At March 31, 2014, the Combined Credit Agreements’ global borrowing base was $350 million and the global letter of credit capacity was $280 million. At March 31, 2014, there was $99.6 million available under the Combined Credit Agreements. 2014 Highlights contains additional information regarding the Colorado sale.

In April 2014, our redetermined global borrowing base under our Combined Credit Agreements was $325 million. Further, the Combined Credit Agreements were amended changing the definition of EBITDAX. Additionally, we permanently reduced the aggregate maximum credit amounts under the Combined Credit Agreements from $1.75 billion to $650 million.

Our ability to remain in compliance with the financial maintenance covenants in our Combined Credit Agreements may be affected by events beyond our control. While we believe that we will be able to comply with these covenants through the end of 2014, we do not expect to exceed the required levels by a significant margin, particularly the interest coverage ratio under our Combined Credit Agreements. Accordingly, even a modest decline in prices for natural gas and NGLs, our failure to achieve anticipated cost savings or operational efficiencies, our failure to execute certain asset purchases and/or repay certain debt or the inaccuracy in any material respect of any of the other assumptions underlying our forecast could cause us to fail to comply with the covenants contained in the Combined Credit Agreements. Any future inability to comply with these covenants, unless waived or amended by the requisite lenders, could materially and adversely affect our liquidity by precluding further borrowings under our credit facilities and by accelerating the maturity of our debt.

In order to be able to incur debt, make restricted payments, designate unrestricted subsidiaries or effect mergers or consolidations, we must meet an incurrence test under the indentures applicable to our debt, which test requires EBITDA to exceed interest expense by 2.25 times. At March 31, 2014 and throughout the three months ended March 31, 2014, we did not meet this test and, as a result, we are limited in our ability to, among other things, incur additional debt, except for specific baskets. We do retain, however, the ability to utilize the full borrowing capacity under our Combined Credit Agreements and the ability to refinance existing debt. Not meeting this ratio does not represent an event of default under our debt. We are unable to predict when or if our EBITDA will exceed interest expense by 2.25 times.

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In addition, our Combined Credit Agreements, Second Lien Term Loan and Second Lien Notes due 2019 include springing maturities which could cause them to become due and payable prior to their stated maturity, which amount is material. Further, as a result of these springing maturities, our current liabilities could exceed current assets and we would be required to redirect cash flow from operations, cash on hand and proceeds from future asset sales away from operations, interest expense and capital spending to satisfy these maturities. If we have to sell assets or seek additional debt financing or equity capital, we may be unable to complete any such transactions on satisfactory terms, or at all. In April 2014, we deferred the earliest springing maturity to the last half of 2015 with the redemption of our Senior Notes due 2015 and 2016.

We retained a portion of cash received from our asset sales. Our indentures require us to reinvest or repay senior debt with net cash proceeds from sales of certain assets within one year. If certain capital spending and senior debt repayment thresholds are not met, we would be required to make an offer to repay our notes. We expect to meet the remaining obligation in our indentures through our planned capital program and investments during 2014.

Additional information about our debt and related covenants is included in Note 5 to the condensed consolidated interim financial statements in Item 1 of this Quarterly Report. The information presented above is qualified in all respects by reference to the full text of the documents governing the various components of our debt.

We anticipate that our 2014 capital program, contractual commitments and recurring operating needs will be funded by cash flow from operations or cash and other short-term securities on hand and supplemented by proceeds from asset sales, although we could also borrow under the Combined Credit Agreements. If our capital resources are insufficient to fund our needs, we will need to reduce our capital expenditures, implement further cost reductions, successfully renegotiate our contractual commitments or seek other financing alternatives. We may be unable to realize further cost reductions, renegotiate our contractual commitments or obtain financing needed in the future on acceptable terms, or at all. If we limit or defer our 2014 capital expenditure plan or are unsuccessful in developing reserves and adding production through that capital program or our cost-cutting efforts are too overreaching, we could adversely affect our ability to meet our forecasted results and the value of our oil and natural gas properties.

Our ability to borrow under our Combined Credit Agreements depends on our global borrowing base, which is regularly redetermined twice each year. A reduction to the global borrowing base during the spring or autumn redetermination, or upon a special redetermination requested by our administrative agent in the Combined Credit Agreements, could adversely impact our ability to meet our future obligations.

In March 2014, we agreed with KKR to an amendment to extend the ending date of the minimum gross capital expenditures requirement, of which C$120 million remains, to the earlier of June 30, 2016 or 12 months following consummation of a transaction involving a material portion of our Horn River Asset and to broaden allowable spending to include acquisitions of producing properties that utilize partnership assets. As part of the amendment, we contributed C$28 million to Fortune Creek which was subsequently distributed to KKR and was applied against the gathering agreement requirement. The effect of this contribution was to reduce the balance of the partnership liability and to reduce the gathering rate that burdens our Horn River Asset production by C$0.13 per Mcf until at least 2016.

Depending upon conditions in the capital markets and other factors, we will from time to time consider the issuance of debt or equity securities or other possible capital markets transactions, the proceeds of which could be used to refinance current indebtedness, reduce debt or for other corporate purposes. We will also consider from time to time additional acquisitions of, and investments in, assets or businesses that complement our existing asset portfolio. Acquisition transactions, if any, are expected to be financed through cash flow from operations, borrowings under the Combined Credit Agreements, proceeds from asset sales, the issuance of debt or other securities or a combination of those sources. Because we have not met our incurrence test, we are unable to fund acquisitions with debt other than under our Combined Credit Agreements. Our ability to access the debt and equity capital markets on economic terms is affected by general economic conditions, the domestic and global financial markets, our credit ratings assigned by independent credit rating agencies, our operational and financial performance, the value and performance of our equity and debt securities, prevailing commodity prices, and other macroeconomic factors outside of our control. In addition, we believe that access to the equity capital markets on economic terms will be limited if we are unable to execute a transaction involving our Horn River Asset, due in large part to our high debt levels relative to cash flow.

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Financial Position

The following impacted our balance sheet as of March 31, 2014, as compared to our balance sheet as of December 31, 2013:

• Cash, cash equivalents and marketable securities decreased $88.8 million as we used cash on hand to fund operations, capital expenditures and make a contribution to Fortune Creek, which was distributed to KKR based on their preferential rights.

• Our net property, plant and equipment balance increased $14.3 million from December 31, 2013 to March 31, 2014. The increase was primarily due to incurred capital costs of $42.3 million in 2014, partially offset by incurred depletion and depreciation of $12.6 million and $14.7 million related to U.S.-Canadian exchange rate changes.

• The $8.0 million decrease in accounts payable was due primarily to a decrease in trade payables of $8.6 million from December 31, 2013 as activity has decreased from year end.

Contractual Obligations and Commercial Commitments

There have been no significant changes to our contractual obligations and commitments as reported in our 2013 Annual Report on Form 10-K.

Critical Accounting Estimates

Management’s discussion and analysis of financial condition and results of operations are based on our condensed consolidated interim financial statements and related footnotes contained within this report. The process of preparing financial statements in conformity with GAAP requires the use of estimates and assumptions to determine certain of the assets, liabilities, revenue and expense. Our more critical accounting estimates used in the preparation of the consolidated financial statements were discussed in our 2013 Annual Report on Form 10-K. These critical estimates, for which no significant changes occurred during the three months ended March 31, 2014, include estimates and assumptions for:

•     oil and gas reserves	•     stock-based compensation
•     full cost ceiling calculations	•     income taxes
•     derivative instruments

These estimates and assumptions are based upon what we believe is the best information available at the time we make the estimate or assumption. The estimates and assumptions could change materially as conditions within and beyond our control change. Accordingly, actual results could differ materially from those estimates and assumptions.

OFF-BALANCE SHEET ARRANGEMENTS

We have no off-balance sheet arrangements within the meaning of Item 303(a)(4) of SEC Regulation S-K.

RECENTLY ISSUED ACCOUNTING STANDARDS

Accounting standards-setting organizations frequently issue new or revised accounting rules. We regularly review all new pronouncements to determine their impact, if any, on our financial statements. No pronouncements materially affecting our financial statements have been issued since the filing of our 2013 Annual Report on Form 10-K.

ITEM 3. Quantitative and Qualitative Disclosures About Market Risk

Commodity Price Risk

We have established internal control policies and procedures for managing risk within our organization. The possibility of decreasing prices received for our natural gas, NGL and oil production is among the several risks that we face. We seek to manage this risk by entering into derivative contracts. We have mitigated the downside risk of adverse price movements through the use of derivatives but, in doing so, we have also limited our ability to benefit from favorable price movements. This commodity price strategy enhances our ability to execute our development, exploitation and exploration programs, meet debt service requirements and pursue acquisition opportunities even in periods of price volatility or depression.

37

We enter into financial derivative contracts to mitigate our exposure to commodity price risk associated with anticipated future production and to increase the predictability of our revenue. Utilization of our financial hedging program will most often result in realized prices from the sale of our natural gas and NGLs that vary from market prices. As a result of settlements of derivative contracts, our revenue from natural gas and NGL production was greater by $9.5 million and $18.5 million for the 2014 period and 2013 period, respectively, and a loss was recognized in net derivative losses of $10.4 million for the 2014 period and a gain of $9.6 million for the 2013 period. Unrealized losses of $31.6 million and $41.0 million were recognized for the 2014 period and 2013 period, respectively.

The following table details our open derivative positions at March 31, 2014:

Product	Type	Segment	Remaining Contract Period	Volume	Price Per Mcf or Bbl
Gas	Swap	U.S.	Apr 2014 - Dec 2014	10 MMcfd	3.91
Gas	Swap	U.S.	Apr 2014 - Dec 2014	10 MMcfd	3.89
Gas	Swap	U.S.	Apr 2014 - Dec 2015	5 MMcfd	6.23
Gas	Swap	U.S.	Apr 2014 - Dec 2015	5 MMcfd	6.20
Gas	Swap	U.S.	Apr 2014 - Dec 2015	20 MMcfd	6.00
Gas	Swap	U.S.	Apr 2014 - Dec 2015	10 MMcfd	6.00
Gas	Swap	U.S.	Apr 2014 - Dec 2015	5 MMcfd	5.68
Gas	Swap	U.S.	Apr 2014 - Dec 2015	7.5 MMcfd	5.48
Gas	Swap	U.S.	Apr 2014 - Dec 2015	7.5 MMcfd	5.50
Gas	Swap	U.S.	Apr 2014 - Dec 2015	5 MMcfd	4.15
Gas	Swap	U.S.	Apr 2014 - Dec 2015	5 MMcfd	4.13
Gas	Swap	U.S.	Apr 2014 - Dec 2015	5 MMcfd	4.26
Gas	Swap	U.S.	Apr 2014 - Dec 2015	5 MMcfd	4.25
Gas	Swap	U.S.	Apr 2014 - Dec 2021	10 MMcfd	4.54
Gas	Swap	U.S.	Apr 2014 - Dec 2021	5 MMcfd	4.38
Gas	Swap	U.S.	Apr 2014 - Dec 2021	10 MMcfd	4.37
Gas	Swap	U.S.	Apr 2014 - Dec 2021	5 MMcfd	4.35
NGL	Swap	U.S.	Apr 2014 - Sept 2014	1 MBbld	30.43
NGL	Swap	U.S.	Apr 2014 - Sept 2014	2 MBbld	30.55
NGL	Swap	U.S.	Apr 2014 - Sept 2014	1 MBbld	30.55
Gas	Swap	Canada	Apr 2014 - Dec 2015	10 MMcfd	6.42
Gas	Swap	Canada	Apr 2014 - Dec 2015	10 MMcfd	6.45
Gas	Swap	Canada	Apr 2014 - Dec 2015	10 MMcfd	4.04
Gas	Swap	Canada	Apr 2014 - Dec 2021	10 MMcfd	4.625
Gas Basis1	Swap	Canada	Apr 2014 - Dec 2014	5 MMcfd	(0.475)
Gas Basis1	Swap	Canada	Apr 2014 - Dec 2014	5 MMcfd	(0.475)
Gas Basis1	Swap	Canada	Apr 2014 - Dec 2014	10 MMcfd	(0.475)
Gas Basis1	Swap	Canada	Apr 2014 - Dec 2014	10 MMcfd	(0.47)
Gas Basis1	Swap	Canada	Apr 2014 - Dec 2014	10 MMcfd	(0.45)

¹ Our gas basis swaps economically hedge the AECO basis adjustment at a discount from NYMEX.

These open derivative positions had a net fair value of $84.5 million as of March 31, 2014.

The fair value of all derivative instruments included in these disclosures was estimated using prices quoted in markets for the periods covered by the derivatives and the value confirmed by counterparties. Estimates were determined by applying the net differential between the prices in each derivative and market prices for future periods to the amounts stipulated in each contract to arrive at an estimated future value. This estimated future value was discounted on each contract at rates commensurate with federal treasury instruments with similar contractual lives and adjusted for counterparty credit risk.

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Interest Rate Risk

Changes in interest rates affect the interest rate we pay on borrowings under the Combined Credit Agreements, Second Lien Term Loan and Second Lien Notes due 2019. Our senior unsecured notes and senior subordinated notes have fixed interest rates and thus do not expose us to risk from fluctuations in market interest rates. Changes in interest rates do affect the fair value of our fixed rate debt.

In 2010, we executed early settlements of our interest rate swaps that were designated as fair value hedges of our senior notes due 2015 and our senior subordinated notes. We deferred gains of $30.8 million as a fair value adjustment to our debt, which we began to recognize over the life of the associated debt instruments. During the 2014 period and the 2013 period, we recognized $0.5 million and $1.3 million, respectively, of those deferred gains as a reduction of interest expense.

Should we be required to borrow under our Combined Credit Agreements and based on interest rates as of March 31, 2014, each $50 million in borrowings would result in additional annual interest payments of $2.0 million. If the current borrowing availability under our Combined Credit Agreements were to be fully utilized by year-end 2014 at interest rates as of March 31, 2014, we estimate that annual interest payments would increase by $4.0 million. If interest rates change by 1% on our March 31, 2014 variable debt balances of $207.7 million, our annual pre-tax income would decrease or increase by $2.1 million.

Our Second Lien Term Loan and Second Lien Notes due 2019 feature a LIBOR floor. Consequently, a 1% increase in the interest rates on our outstanding variable rate debt as of March 31, 2014, would not impact our applicable interest rate on this debt, as the floor would not be exceeded. A 1% decrease in the interest rate would not impact our applicable interest rate on this debt, as we have not exceeded the floor at March 31, 2014.

In the future, we may enter into interest rate derivative contracts on a portion of our outstanding debt to mitigate the risk of fluctuation of rates or manage the floating versus fixed rate risk.

Foreign Currency Risk

Our Canadian subsidiary uses the Canadian dollar as its functional currency. To the extent that business transactions in Canada are not denominated in Canadian dollars, we are exposed to foreign currency exchange rate risk. Non-functional currency transactions for the 2014 period and the 2013 period resulted in a loss of $0.3 million and a loss of less than $0.1 million, respectively, and were included in other income. Furthermore, the Amended and Restated Canadian Credit Facility permits Canadian borrowings to be made in either U.S. or Canadian-denominated amounts. However, the aggregate borrowing capacity of the entire facility is calculated using the U.S. dollar equivalent. Accordingly, there is a risk that exchange rate movements could impact our available borrowing capacity.

ITEM 4.  Controls and Procedures

Conclusions Regarding the Effectiveness of Disclosure Controls and Procedures

We carried out an evaluation, under the supervision and with the participation of management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this report pursuant to Securities Exchange Act Rule 13a-15. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of March 31, 2014, our disclosure controls and procedures were not effective, due to the outstanding remediation of the income tax material weakness and the significant transaction material weakness, both identified at December 31, 2013, to provide reasonable assurance that material information required to be disclosed by us (including our consolidated subsidiaries) in reports that we file or submit under the Securities Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and that information required to be disclosed by us in the reports we file or submit under the Securities Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Control Over Financial Reporting

As disclosed in our 2013 Annual Report on Form 10-K, two material weaknesses were identified related to the design and operating effectiveness of our controls. We identified a material weakness related to the accounting for significant, non-recurring transactions, particularly related to the accuracy of the inputs provided to accounting

39

to incorporate into the analysis of such transactions. This weakness caused several out of period adjustments principally between quarters in 2013 to be recognized in our financial statements though none of the adjustments were considered individually material.

We also had a material weakness related to the operating effectiveness of controls over the reconciliation of deferred income taxes, particularly related to the tax basis in property, plant and equipment. In response to this material weakness, management is working to complete a detailed reconciliation of the property, plant and equipment account balances.

While the remediation process is not yet complete, we have concluded that the financial statements in this Quarterly Report on Form 10-Q present fairly, in all material respects, our consolidated financial condition, results of operations and cash flows in conformity with generally accepted accounting principles in the U.S.

There has been no other change in our internal control over financial reporting during the quarter ended March 31, 2014, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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PART II. OTHER INFORMATION

ITEM 1.   Legal Proceedings

There have been no material changes in the legal proceedings described in Part I, Item 3 included in our 2013 Annual Report on Form 10-K.

ITEM 1A.   Risk Factors

There have been no material changes in the risk factors described in Part I, Item 1A included in our 2013 Annual Report on Form 10-K.

ITEM 2.   Unregistered Sales of Equity Securities and Use of Proceeds

Issuer Purchases of Equity Securities

The following table summarizes our repurchases of Quicksilver common stock during the quarter ended March 31, 2014.

Period	Total Number of Shares Purchased (1)	Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plan (2)	Maximum Number of Shares that May Yet Be Purchased Under the Plan (2)
January 2014	605,354	$	3.31	—	—
February 2014	4,787	$	3.11	—	—
March 2014	96,054	$	2.64	—	—
Total	706,195	$	3.22	—	—

⁽¹⁾  Represents shares of common stock surrendered by employees to satisfy income tax withholding obligations arising upon the vesting of restricted stock issued under our stock plan.

⁽²⁾  We do not have a publicly announced plan for repurchasing our common stock.

We have not paid cash dividends on our common stock and intend to retain our cash flows from operations for future operations and development of our business. In addition, we have debt agreements that restrict the payment of dividends.

ITEM 3. Defaults Upon Senior Securities

None.

ITEM 4. Mine Safety Disclosures

None.

ITEM 5. Other Information

None.

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ITEM 6. Exhibits

		Incorporated by Reference				Filed (†) or Furnished (‡) Herewith (as indicated)
Exhibit No.	Exhibit Description	Form	SEC File No.	Exhibit	Filing Date
10.1	Letters to J. David Rushford dated July 15, 2013					†
10.2	Mutual Release Agreement, dated January 21, 2014, between Quicksilver Resources Inc. and Thomas F. Darden					†
10.3 *	First Amending Agreement, dated March 13, 2014, among Quicksilver Resources Inc., Quicksilver Resources Canada Inc., Makarios Midstream Inc., Fortune Creek Gathering and Processing Partnership and 0927530 B.C. Unlimited Liability Company					†
10.4	Quicksilver Resources Inc. Exempt Employee Discretionary Bonus Plan					†
10.5	Omnibus Amendment No. 7 to Combined Credit Agreements, dated as of April 25, 2014, among Quicksilver Resources Inc., Quicksilver Resources Canada Inc. and the agents and lenders identified therein					†
31.1	Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002					†
31.2	Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002					†
32.1	Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002					†
101.INS	XBRL Instance Document					‡
101.SCH	XBRL Taxonomy Extension Schema Linkbase Document					‡
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document					‡
101.LAB	XBRL Taxonomy Extension Labels Linkbase Document					‡
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document					‡
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document					‡

* Certain portions of this exhibit have been omitted and filed separately under an application for confidential treatment.

42

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Dated:	May 9, 2014	Quicksilver Resources Inc.
		By:	/s/ John C. Regan
			John C. Regan
			Senior Vice President-Chief Financial Officer (Duly Authorized Officer, Principal Financial and Accounting Officer)

43

EXHIBIT INDEX

		Incorporated by Reference				Filed (†) or Furnished (‡) Herewith (as indicated)
Exhibit No.	Exhibit Description	Form	SEC File No.	Exhibit	Filing Date
10.1	Letters to J. David Rushford dated July 15, 2013					†
10.2	Mutual Release Agreement, dated January 21, 2014, between Quicksilver Resources Inc. and Thomas F. Darden					†
10.3 *	First Amending Agreement, dated March 13, 2014, among Quicksilver Resources Inc., Quicksilver Resources Canada Inc., Makarios Midstream Inc., Fortune Creek Gathering and Processing Partnership and 0927530 B.C. Unlimited Liability Company					†
10.4	Quicksilver Resources Inc. Exempt Employee Discretionary Bonus Plan					†
10.5	Omnibus Amendment No. 7 to Combined Credit Agreements, dated as of April 25, 2014, among Quicksilver Resources Inc., Quicksilver Resources Canada Inc. and the agents and lenders identified therein					†
31.1	Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002					†
31.2	Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002					†
32.1	Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002					†
101.INS	XBRL Instance Document					‡
101.SCH	XBRL Taxonomy Extension Schema Linkbase Document					‡
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document					‡
101.LAB	XBRL Taxonomy Extension Labels Linkbase Document					‡
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document					‡
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document					‡

* Certain portions of this exhibit have been omitted and filed separately under an application for confidential treatment.

44

EX-10.1

Exhibit 10.1

[Quicksilver Resources Inc. Letterhead]

July 15, 2013

David Rushford

[Address redacted]

Dear Dave:

Effective July 15, 2013, Quicksilver Resources is pleased to offer you a retention bonus with an aggregate value of $500,000 CDN to be awarded in the form of cash and a stock option grant of Quicksilver Resources stock in appreciation of your efforts on behalf of the Company. The cash will vest and be paid (less applicable required taxes and authorized deductions), and the stock option will vest and become exercisable (if and when exercised, less applicable required taxes and authorized deductions), per the following schedule:

Vesting Date            Cash            Stock Option

July 15, 2014         $125,000 CDN

July 15, 2015         $125,000 CDN

July 15, 2016                         250,000

To become vested in an installment of the retention bonus you must be an active, regular full-time employee in good standing and remain in continuous employment of the Company or one of its subsidiaries, or any successor thereof, from the date of this letter agreement through the applicable installment payment/vesting date.

In the event that your employment ceases on or before an installment payment/vesting date because of (i) termination through no fault of your own as a result of a reduction in force or (ii) an Involuntary Termination, as defined in the Quicksilver Resources Inc. Amended and Restated Executive Change in Control Retention Incentive Plan, the unpaid/unvested installments will be paid/vested within 60 days of the date of your termination and subject to your execution and non-revocation during such period of a release agreement satisfactory to the Company; provided that, in the case of any cash payment that could be paid during a period that begins in one taxable year and ends in the subsequent taxable year, it will be paid in the subsequent taxable year, to the extent required to avoid the additional tax imposed pursuant to Section 409A of the U.S. Internal Revenue Code.

The stock option will have a per share exercise price equal to the closing sale price of Quicksilver Resources stock on July 15, 2013 and will have a term of ten years commencing on July 15, 2013, subject to earlier expiration in accordance with the standard terms of any document that evidences such award.

The retention bonus will not affect any annual merit increase or the award or amount of any annual bonus or long–term incentive to which you may be entitled to receive pursuant to applicable bonus or equity plans that are approved from time to time by the Company.

This letter agreement (together with, as applicable, any document that evidences the award of your stock option) is the entire agreement between the parties and any amendments or revisions of this agreement must be in writing and signed by both parties. This letter agreement does not constitute an employment agreement and shall not be construed to change the other employment terms under which you are employed.

Please indicate your acceptance of this letter agreement by signing the attached duplicate copy of this agreement and return to the Human Resources Department in Fort Worth, Attn: Anne Self, no later than July 22, 1013.

Thank you for your loyalty to and efforts on behalf of Quicksilver.

Sincerely,

/s/ Glenn Darden

Glenn Darden

President/CEO

I have read and understand the contents of this retention agreement. I accept the provisions of the agreement as set forth above.

/s/ David Rushford	July 22, 2013
David Rushford	Date

[Quicksilver Resources Inc. Letterhead]

July 15, 2013

David Rushford

[Address redacted]

Dear Dave:

On July 15, 2013, the Compensation Committee of the Board of Directors of Quicksilver Resources approved a bonus award in the aggregate amount of $500,000 CDN in connection with the successful completion of a Horn River Basin transaction. This bonus is a grant in the form of cash ($250,000 CDN) and a stock option grant (250,000 shares) of Quicksilver Resources stock in appreciation of your efforts on behalf of the Company.

The cash will vest and be paid (less applicable required taxes and authorized deductions), and the stock option will vest and become exercisable (if and when exercised, less applicable required taxes and authorized deductions), upon the Board approved closing and funding of a transaction or series of transactions to sell or otherwise dispose of at least 25% of the Company’s interest in its oil and gas assets in the Horn River Basin; provided that you must be an active, regular full-time employee in good standing and remain in continuous employment of the Company or one of its subsidiaries, or any successor thereof, from the date of this letter agreement through the applicable payment /vesting date.

The stock option will have a per share exercise price equal to the closing sale price of Quicksilver Resources stock on July 15, 2013 and will have a term of ten years commencing on July 15, 2013, subject to earlier expiration in accordance with the standard terms of any document that evidences such award.

This bonus will not affect any annual merit increase or the award or amount of any annual bonus or long–term incentive to which you may be entitled to receive pursuant to applicable bonus or equity plans that are approved from time to time by the Company.

This letter agreement (together with, as applicable, any document that evidences the award of your stock option) is the entire agreement between the parties and any amendments or revisions of this agreement must be in writing and signed by both parties. This letter agreement does not constitute an employment agreement and shall not be construed to change the other employment terms under which you are employed.

Please indicate your acceptance of this letter agreement by signing the attached duplicate copy of this agreement and return to the Human Resources Department in Fort Worth, Attn: Anne Self, no later than July 22, 2013.

We are confident in the completion of this transaction and you have our continued support.

Sincerely,

/s/ Glenn Darden

Glenn Darden

President/CEO

Accepted and Agreed to:

/s/ David Rushford	July 22, 2013
David Rushford	Date

[Quicksilver Resources Inc. Letterhead]

April 16, 2014

David Rushford

[Address redacted]

Dear Dave,

Quicksilver Resources Inc. (the “Company”) previously sent you two letters, both dated July 15, 2013, one of which set forth the terms of a retention bonus awarded to you (the “Retention Letter”) and the other of which set forth the terms of a bonus in connection with a successful completion of a Horn River Basin transaction (the “Horn River Letter,” together with the Retention Letter, the “Letters”). As indicated in the Retention Letter, the aggregate value of the retention bonus was $500,000 CDN, 50% of which was awarded in the form of cash and 50% in the form of a stock option award. Likewise, as indicated in the Horn River Letter, the aggregate value of the Horn River bonus was $500,000 CDN, 50% of which would be awarded in the form of cash and 50% in the form of a stock option award.

In determining the number of shares of the Company underlying the two stock option awards described above, a calculation error related to currency conversion was made. As a result, each Letter indicated that the applicable stock option award would be with respect to 250,000 shares of the Company. However, each Letter should have stated that the applicable stock option award was with respect to 240,075 shares of the Company, a number of shares that results in a stock option award with a value of $250,000 CDN.

This letter acts to correct each of the Letters, as well as the Nonqualified Stock Option Agreement with respect to the retention bonus stock option award dated July 15, 2013 and the Nonqualified Stock Option Agreement with respect to the Horn River bonus stock option award dated July 15, 2013 (together, the “Award Agreements”), with the effect that in each instance where the number of shares of Company stock with respect to the stock option award is stated, the respective Letter and Award Agreement shall be read to state 240,075 shares instead of 250,0000 shares, and as such each of the Letters and the Award Agreements will reflect that the difference of 9,925 shares was never awarded to you. Except as expressly provided in this letter, each of the Letters and the Award Agreements shall remain in full force and effect in accordance with its respective terms.

Thank you for your understanding and your efforts on behalf of Quicksilver.

Sincerely,

/s/ Glenn Darden

Glenn Darden

President/CEO

I have read and understand the contents of this letter and acknowledge its provisions.

/s/ David Rushford	April 16, 2014
David Rushford	Date

EX-10.2

Exhibit 10.2

MUTUAL RELEASE AGREEMENT

THIS MUTUAL RELEASE AGREEMENT (this “Release Agreement”) is entered into between Thomas F. Darden (“Executive”) and QUICKSILVER RESOURCES INC. (the “Company”). The Company, together with its past, present and future parent organizations, subsidiaries, affiliated entities, related companies and divisions and each of their respective past, present and future officers, directors, employees, shareholders, trustees, members, partners, plan administrators, attorneys, and agents (individually and in their official capacities), as well as any predecessors, future successors or assigns or estates of any of the foregoing, is collectively referred to in this Release Agreement as the “Company Released Parties.” Executive, together with his affiliated entities, related companies and divisions and each of their respective past, present and future officers, directors, employees, shareholders, trustees, members, partners, plan administrators, attorneys, and agents (individually and in their official capacities), as well as any predecessors, future successors or assigns or estates of any of the foregoing, is collectively referred to in this Release Agreement as the “Executive Released Parties.”

1.    Separation from Employment. Executive acknowledges and understands that Executive’s last day of employment with the Company is December 31, 2013 (the “Employment Separation Date”). Executive further acknowledges that Executive has received all compensation and benefits to which Executive is entitled as a result of Executive’s employment, except as otherwise provided under this Agreement and Executive’s Agreement with the Company, dated as of May 15, 2013 (the “Separation Agreement. Executive understands that, except as otherwise expressly provided in the Separation Agreement, Executive is entitled to nothing further from the Company Released Parties, including reinstatement by the Company.

2.    Releases.

(a)    In consideration of the payments and benefits provided under the Separation Agreement, Executive, for himself and on behalf of all of the Executive Released Parties, hereby unconditionally and irrevocably releases, waives, discharges and gives up, to the full extent permitted by law, any and all Claims (as defined below) that any of the Executive Released Parties may have against any of the Company Released Parties, arising on or prior to the date of Executive’s execution and delivery of this Release Agreement to the Company. “Claims” means any and all actions, charges, controversies, demands, causes of action, suits, rights, and/or claims whatsoever for debts, sums of money, wages, salary, severance pay, expenses, commissions, fees, bonuses, unvested stock options, vacation pay, sick pay, fees and costs, attorneys’ fees, losses, penalties, damages, including damages for pain and suffering and emotional harm, arising, directly or indirectly, out of any promise, agreement, offer letter, contract, understanding, common law, tort, the laws, statutes, and/or regulations of any and all relevant jurisdictions, whether arising directly or indirectly from any act or omission,

whether intentional or unintentional. This releases all Claims, including those of which any of the Executive Released Parties is not aware and those not mentioned in this Release Agreement. Executive specifically releases any and all Claims arising out of Executive’s employment with the Company and any of the other Company Released Parties or termination therefrom. Executive expressly acknowledges and agrees that, by entering into this Release Agreement, Executive is releasing and waiving any and all Claims which have arisen on or before the date of Executive’s execution and delivery of this Release Agreement to the Company. Notwithstanding anything contained in this Release Agreement to the contrary, nothing contained in this Release Agreement releases any of the Executive Released Parties’ Claims with respect to any breach of any covenant, agreement, representation or warranty made by the Company under this Release Agreement or the Separation Agreement.

(b)    In consideration of the above release and other agreements provided under the Separation Agreement, the Company, for itself and on behalf of all of the Company Released Parties, hereby unconditionally and irrevocably releases, waives, discharges and gives up, to the full extent permitted by law, any and all Claims (as defined above) that any of the Company Released Parties may have against any Executive Released Parties, arising on or prior to the date of the Company’s execution and delivery of this Release Agreement to the Executive. This releases all Claims, including those of which any Company Released Party is not aware and those not mentioned in this Release Agreement. The Company expressly acknowledges and agrees that, by entering into this Release Agreement, the Company is releasing and waiving any and all Claims which have arisen on or before the date of the Company’s execution and delivery of this Release Agreement to the Executive. Notwithstanding anything contained in this Release Agreement to the contrary, nothing contained in this Release Agreement releases any of the Company Released Parties’ Claims with respect to any breach of any covenant, agreement, representation or warranty made by Executive under this Release Agreement or the Separation Agreement.

3.    Representations; Covenant not to Sue. Each of the parties hereto hereby represents and warrants that (a) such party has not filed, caused or permitted to be filed any pending proceeding (nor has such party lodged a complaint with any governmental or quasi-governmental authority) against any of the parties released by such party, nor has such party agreed to do any of the foregoing, (b) such party has not assigned, transferred, sold, encumbered, pledged, hypothecated, mortgaged, distributed, or otherwise disposed of or conveyed to any third party any right or Claim against any of the parties released by such party that has been released in this Release Agreement, and (c) such party has not directly or indirectly assisted any third party in filing, causing or assisting to be filed, any Claim against any of the parties released by such party. Each party covenants and agrees that such party shall not encourage or solicit or voluntarily assist or participate in any way in the filing, reporting or prosecution by such party or any third party of a proceeding or Claim against any of the parties released by such party.

2

4.    Binding Agreement. Executive and his heirs, executors, estate, successors and assigns are bound by this Release Agreement. The Company and its successors and assigns are bound by this Release Agreement.

5.    The Company Property. Executive represents and warrants that Executive has returned to the Company all property in Executive’s possession, custody or control belonging to the Company, its affiliates or subsidiaries, including, but not limited to, all equipment, computers, pass codes, keys, swipe cards, credit cards, documents or other materials, in whatever form or format, that Executive received, prepared, or helped prepare. Executive represents that Executive has not retained any copies, duplicates, reproductions, computer disks, or excerpts thereof, whether in hard copy or electronic form, of the Company’s, its affiliates’ or subsidiaries’ documents.

6.    Remedies. If Executive breaches any term or condition of this Release Agreement or the Separation Agreement, or any representation made by Executive in this Release Agreement was false when made, it shall constitute a material breach of this Release Agreement and in addition to and not instead of the Company Released Parties’ other remedies under law or in equity, Executive shall immediately, upon written notice from the Company, forfeit (i) all rights granted under Section 1(c)(iii) of the Separation Agreement to receive and/or retain the 2013 Cash Bonus and the 2013 Stock Bonus (as such terms are defined in Section 1(c)(iii) of the Separation Agreement), (ii) all rights granted to the payments or benefits provided for under Section 2(b) of the Separation Agreement, and (iii) all rights granted under Section 4 of the Separation Agreement to receive and/or retain any payment or benefit to or for the benefit of Executive provided for in Section 4 of the Separation Agreement. Executive agrees that if Executive is required to forfeit any rights under the foregoing sentence, this Release Agreement shall continue to be binding on the Executive Released Parties, and the Company Released Parties shall be entitled to enforce the provisions of this Release Agreement as if such amounts and rights had not been repaid or forfeited and the Company shall have no further obligations to Executive under Sections 1(c)(iii), 2(b) and 4 of the Separation Agreement. Further, (x) in the event of Executive’s breach of any term or condition of this Release Agreement, Executive agrees to reimburse all of the Company Released Parties’ attorneys’ fees and other costs associated with enforcing this Release Agreement, and (y) in the event of the Company’s breach of any term or condition of this Release Agreement, the Company agrees to reimburse all of the Executive Released Parties’ attorneys’ fees and other costs associated with enforcing this Release Agreement.

7.    Construction of Agreement. In the event that one or more of the provisions contained in this Release Agreement shall for any reason be held unenforceable in any respect under the law of any relevant jurisdiction, such unenforceability shall not affect any other provision of this Release Agreement, but this Release Agreement shall then be construed as if such unenforceable provision or provisions had never been contained herein. If it is ever held that any restriction hereunder is too broad to permit enforcement of such restriction to its fullest extent, such restriction shall be enforced to the maximum extent permitted by applicable law. This

3

Release Agreement and any and all matters arising directly or indirectly herefrom shall be governed under the laws of Texas without reference to choice of law rules. The Company and Executive consent to the sole jurisdiction of the federal and state courts of Texas. EACH OF EXECUTIVE AND THE COMPANY HEREBY WAIVE HIS OR ITS RESPECTIVE RIGHT TO TRIAL BY JURY IN ANY ACTION CONCERNING THIS RELEASE AGREEMENT OR ANY AND ALL MATTERS ARISING DIRECTLY OR INDIRECTLY HEREFROM, AND REPRESENT THAT HE OR IT HAS CONSULTED WITH HIS OR ITS OF THEIR CHOICE OR HAVE CHOSEN VOLUNTARILY NOT TO DO SO SPECIFICALLY WITH RESPECT TO THIS WAIVER.

8.    Opportunity for Review. Executive represents and warrants that Executive (i) has had sufficient opportunity to consider this Release Agreement, (ii) has read this Release Agreement, (iii) understands all the terms and conditions hereof, (iv) is not incompetent or had a guardian, conservator or trustee appointed for Executive, (v) has entered into this Release Agreement of Executive’s own free will and volition, (vi) has duly executed and delivered this Release Agreement, (vii) understands that Executive is responsible for Executive’s own attorneys’ fees and costs, (viii) has had the opportunity to review this Release Agreement with counsel of his choice or has chosen voluntarily not to do so, (ix) has been given 21 days to review this Release Agreement before signing this Release Agreement and 7 days following execution to revoke this Release Agreement and understands that he must execute this Release Agreement and return it to the Company after the Employment Separation Date and on or before January 21, 2014 and has until January 28, 2013 to revoke this Release Agreement, (x) understands that if Executive does not sign this Release Agreement during the specified period, the Company shall have no obligation to enter into this Release Agreement, (xi) understands that if Executive does not sign this Release Agreement during the specified period or Executive revokes this Release Agreement following its execution, Executive shall not be entitled to receive the payments or benefits provided for under Sections 1(c)(iii), 2(b) and 4 of the Separation Agreement, and the Employment Separation Date shall be unaltered; and (xii) understands that this Release Agreement is valid, binding, and enforceable against the parties hereto in accordance with its terms.

9.    Effectiveness. This Release Agreement shall be effective and enforceable immediately after execution and delivery to the Company by Executive, as specified above, and execution and delivery by the Company to Executive.

[The remainder of this page is intentionally left blank.]

4

IN WITNESS WHEREOF, the parties hereto have executed this Release Agreement as of the dates written below.

Agreed to and accepted on this

21st day of January   , 2014.

EXECUTIVE

/s/ Thomas F. Darden

Thomas F. Darden

Agreed to and accepted on this21^st day of January   , 2014.

QUICKSILVER RESOURCES INC.

/s/ John C. Regan

Name: John C. Regan

Title: Senior Vice President –
Chief Financial Officer

EX-10.3

Exhibit 10.3

CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. INFORMATION FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED IS OMITTED AND MARKED WITH “[****]”. AN UNREDACTED VERSION OF THE DOCUMENT HAS ALSO BEEN FURNISHED SEPARATELY TO THE SECURITIES AND EXCHANGE COMMISSION AS REQUIRED BY RULE 24B-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.

QUICKSILVER RESOURCES CANADA INC.

- and -

FORTUNE CREEK GATHERING AND PROCESSING PARTNERSHIP

- and -

0927530 B.C. UNLIMITED LIABILITY COMPANY

- and -

MAKARIOS MIDSTREAM INC.

- and -

QUICKSILVER RESOURCES INC.

FIRST AMENDING AGREEMENT

(FORTUNE CREEK MIDSTREAM AGREEMENTS)

MARCH 13, 2014

TABLE OF CONTENTS

ARTICLE 1 DEFINITIONS AND INTERPRETATION			2
	1.1	DEFINITIONS	2
	1.2	HEADINGS; INTERPRETATION	2
	1.3	GENDER AND NUMBER	2
	1.4	INCLUDING	2
	1.5	REFERENCES TO THIS AGREEMENT	3
	1.6	REFERENCES TO PARTIES	3
	1.7	TIME PERIODS	3
	1.8	REFERENCES TO STATUTES	3
	1.9	CURRENCY	3
	1.10	ACCOUNTING TERMS	3
	1.11	NO STRICT CONSTRUCTION	3
ARTICLE 2 INVESTMENT AND PAYMENT			3
	2.1	INVESTMENT BY QRCI	3
	2.2	CONTRIBUTION BY MMI	4
	2.3	DISTRIBUTION TO NEWCO	4
ARTICLE 3 AMENDMENTS			4
	3.1	AMENDMENTS TO THE CONTRIBUTION AGREEMENT	4
	3.2	AMENDMENTS TO THE GATHERING AGREEMENT	5
	3.3	AMENDMENTS TO THE PARTNERSHIP AGREEMENT	6
	3.4	AMENDMENTS TO THE PROCESSING AGREEMENT	6
ARTICLE 4 GENERAL			6
	4.1	FURTHER ASSURANCES	6
	4.2	GOVERNING LAW AND SUBMISSION TO JURISDICTION	7
	4.3	ASSIGNMENT	7
	4.4	COUNTERPARTS	7
	4.5	ENTIRE AGREEMENT; AMENDMENT	7
	4.6	NO THIRD PARTY BENEFICIARIES	7
	4.7	SEVERABILITY	7
	4.8	EXPENSES	8
	4.9	NOTICES	8
	4.10	BINDING EFFECT	10
	4.11	ACKNOWLEDGEMENT	10

FIRST AMENDING AGREEMENT

THIS AMENDING AGREEMENT made the 13th day of March, 2014 (the "Effective Date").

BETWEEN:

QUICKSILVER RESOURCES CANADA INC., a corporation incorporated under the laws of Alberta ("QRCI")

- and -

FORTUNE CREEK GATHERING AND PROCESSING PARTNERSHIP, an Alberta ordinary partnership formed pursuant to the laws of the Province of Alberta (the "Partnership")

-and-

0927530 B.C. UNLIMITED LIABILITY COMPANY, an unlimited liability companyincorporated under the laws of British Columbia ("Newco")

- and -

MAKARIOS MIDSTREAM INC., a corporation incorporated under the laws of Alberta ("MMI")

- and -

QUICKSILVER RESOURCES INC., a corporation incorporated under the laws of Delaware ("KWK")

RECITALS:

A. The Parties entered the Agreement or Agreements to which they are respectively party as of December 23, 2011;

B. The Parties have agreed to amend the Agreement or Agreements to which they are respectively party as hereinset forth.

NOW THEREFORE in consideration of the premises, mutual covenants, agreements and warranties contained in this Amending Agreement, and other good and valuable consideration, the receipt and sufficiency of which is acknowledged by the Parties hereto, the parties hereto respectively covenant and agree as follows:

ARTICLE 1

DEFINITIONS AND INTERPRETATION

1.1 Definitions

Terms defined in the Partnership Agreement shall have the same meanings herein unless otherwise defined herein and:

"Agreements" means the Contribution Agreement, the Gathering Agreement, the Partnership Agreement and the Processing Agreement;

"Contribution Agreement" means the Contribution Agreement made as of December 23, 2011 between QRCI, the Partnership and Newco;

"Gathering Agreement" means the Gathering Agreement (Maxhamish Pipeline) made as of December 23, 2011 between the Partnership and QRCI;

"KWK" means Quicksilver Resources, Inc., a Delaware corporation;

"Partnership Agreement" means the Partnership Agreement for the Fortune Creek Gathering and Processing Partnership made as of December 23, 2011 originally between QRCI and Newco, to which MMI is party in the place of QRCI by virtue of the Joinder Agreement made effective at 9:10 am on December 23, 2011, between MMI, the Partnership and QRCI;

"Parties" means any two or more ofQRCI, the Partnership, Newco, MMI and KWK as the context requires and "Party" means any one of them; and

"Processing Agreement" means the Gas Processing Agreement (Fortune Creek Gas Plant) made as of December 23, 2011 between the Partnership and QRCI.

1.2 Headings; Interpretation

The division of this Amending Agreement into articles, sections, subsections, paragraphs and clauses and the inclusion of headings and a table of contents are for convenience of reference only and do not affect the construction or interpretation of this Amending Agreement. This Amending Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the Party drafting any instrument or causing any instrument to be drafted.

1.3 Gender and Number

Unless the context otherwise requires, words importing the singular number include the plural and vice versa, and words importing gender include all genders.

1.4 Including

Where the word "including" or "includes" is used in this Amending Agreement it means "including (or includes) without limitation."

1.5 References to this Agreement

Unless otherwise specified, the terms "hereof", "hereunder" and similar expressions refer to this Amending Agreement as a whole and not to any particular article, section or other portion of this Amending Agreement, and references in this Amending Agreement to articles, sections and schedules are to articles and sections of and schedules to this Amending Agreement.

1.6 References to Parties

Unless otherwise specified, every reference to a Party to this Amending Agreement shall extend to and include (as the context requires) such Party's successors and permitted assigns, as if specifically named.

1.7 Time Periods

Unless otherwise specified, time periods within or following which any payment is to be made or other act is to be done shall be calculated by excluding the day on which the period commences and including the day on which the period ends and by extending the period to the next Business Day following if the last day of the period is not a Business Day.

1.8 References to Statutes

Unless otherwise specified, any reference in this Amending Agreement to a statute includes all regulations made pursuant to such statute and the provisions of any statute or regulation which amends, supplements, supersedes or replaces any such statute or any such regulation.

1.9 Currency

Unless otherwise specified, any reference to currency is to Canadian currency and any amount advanced, paid or calculated is to be advanced, paid or calculated in Canadian currency.

1.10 Accounting Terms

Unless otherwise specified, whenever reference is made in this Amending Agreement to a calculation to be made or an action to be taken in accordance with GAAP, such calculation shall be made or action taken in accordance with GAAP applicable as at the time such calculation is required to be made or action is to be taken, consistently applied.

1.11 No Strict Construction

The language used in this Amending Agreement is the language chosen by the Parties to express their mutual intent, and no rule of strict construction shall be applied against any Party.

ARTICLE 2

INVESTMENT AND PAYMENT

2.1 Investment by QRCI

MMI hereby acknowledges receipt from QRCI on the Effective Date of a capital contribution to MMI of $28 million cash.

CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. INFORMATION FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED IS OMITTED AND MARKED WITH “[****]”. AN UNREDACTED VERSION OF THE DOCUMENT HAS ALSO BEEN FURNISHED SEPARATELY TO THE SECURITIES AND EXCHANGE COMMISSION AS REQUIRED BY RULE 24B-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.

2.2 Contribution by MMI

The Partnership and Newco hereby agree that on the Effective Date MMI shall make a contribution of $28 million cash to the Partnership. Such contribution shall be treated as if it were a special contribution and allocated to the Maxhamish Pipeline. The Partnership and Newco hereby waive any requirement for notice set forth in the Partnership Agreement in respect of the contribution.

2.3 Distribution to Newco

The Partnership, Newco and MMI hereby acknowledge that the Partnership has on the Effective Date made a special distribution to Newco, by way of return of Partnership capital, of $28 million, which shall, for greater certainty, be treated as a cash inflow for the purpose of calculating the IRR of the Maxhamish Capital Pool. Newco hereby acknowledges receipt thereof. For certainty, the contribution and distribution set forth in this Section 2.2 shall not affect the Percentage Interests of the Parties.

ARTICLE 3AMENDMENTS

3.1 Amendments to the Contribution Agreement

(a) QRCI, the Partnership and Newco hereby agree that the Contribution Agreement is amended as provided in Sections 3.1(b) to (e) inclusive, as of the Effective Date.

(b) Article 1 is amended by the addition of the following definition:

"HRB Transaction" means a transaction whereby equity of QRCI is issued from treasury by QRCI or sold by KWK, or an interest in QRCI's Horn River reserves and acreage is sold, to a non-affiliate, at the closing of completion of which KWK or QRCI, as the case may be, receives cash proceeds of not less than $[****];

(c) The first sentence of Section 5.1(a) is deleted. In the event QRCI wishes to cause the construction of the Fortune Creek Gas Plant, it shall submit a written proposal to the Management Committee in accordance with Section 4.2(a) of the Partnership Agreement, and the balance of the provisions of Section 4.2 of the Partnership Agreement (as amended pursuant to Section 3.3 of this Amending Agreement) shall apply to such proposal. QRCI, the Partnership and Newco hereby acknowledge and agree that the Processing Agreement will not come into full force and effect unless and until the Fortune Creek Gas Plant is constructed by the Partnership.

(d) Section 5.5 (b) is deleted in its entirety and the following substituted in lieu thereof “Section 5.5(b) [Intentionally Omitted].”

(e) Section 5.5 is amended by the addition of the following subsections (f), (g) and (h):

(f) Notwithstanding Section 5.5(a), the balance (the "Drilling Obligation Balance") of the Drilling Obligations, which QRCI, the Partnership and Newco acknowledge and agree to be $120 million as of December 31, 2013, shall be spent by not later than the earlier of the following dates (the "Drilling Obligation Date"):

(i)    June 30, 2016; and

(ii) 12 months after the closing and completion of an HRB Transaction.

(g) Consideration conveyed after February 28, 2014 by QRCI on the purchase of natural gas reserves by QRCI shall be deemed to be costs of Operations and counted towards the Drilling Obligation Balance, if and to the extent that QRCI has tied such reserves into a Partnership Facility as soon as operationally feasible but in any event no later than the Drilling Obligation Date.

(h) No overhead shall be included in Drilling Costs and Completion Costs, including expenditures for field infrastructure, including water handling, or any other expenditures that are not specific to a particular well tied into a Partnership Facility except QRCI and its Affiliates can include in Drilling Costs and Completion Costs (i) compensation owed to employees and independent contractors of QRCI or its Affiliates based on a reasonable allocation of their time spent on drilling and completing wells tied into a Partnership Facility compared to their other work for QRCI or its Affiliates (but such allocation not to exceed $4 million) and (ii) QRCI may include a pro rata portion of expenditures related to water handling based on the ratio of (x) wells tied into a Partnership Facility during the period from January 1, 2014 to the Drilling Obligation Date that use such water handling, to (y) all wells using such water handling.

(i) The phrases "a given calendar year" and "that year" shall, for the purposes of Section 5.5(c) and in respect of the Drilling Obligation Balance, be read to refer to the period starting on January 1, 2014 and ending on the Drilling Obligation Date, and not only to 2014.

(f) QRCI, the Partnership and Newco hereby acknowledge and agree that as of December 31, 2013, QRCI had spent $180 million on Drilling Costs and Completion Costs, all of which shall be applied to the performance of the Drilling Obligations, all as required pursuant to Section 5.5(a) of the Contribution Agreement.

3.2 Amendments to the Gathering Agreement

QRCI and the Partnership hereby agree that the Gathering Agreement is amended by deleting Exhibit C-2 thereto and substituting Schedule 1 to this Amending Agreement therefor.

CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. INFORMATION FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED IS OMITTED AND MARKED WITH “[****]”. AN UNREDACTED VERSION OF THE DOCUMENT HAS ALSO BEEN FURNISHED SEPARATELY TO THE SECURITIES AND EXCHANGE COMMISSION AS REQUIRED BY RULE 24B-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.

3.3 Amendments to the Partnership Agreement

(a) MMI and Newco hereby agree that the Partnership Agreement is amended as provided in Sections 3.3(c) to (j) inclusive, as of the Effective Date, unless otherwise provided.

(b) Effective as of the Effective Date, after taking into account the contribution and distribution referred to in Sections 2.2 and 2.3 respectively of this Amending Agreement, the Unrecovered Balance of the Capital Pool in respect of the Maxhamish Pipeline is agreed to be $[****].

(c) The phrase "but specifically excludes the Fortune Creek Gas Plant" is deleted from the definition of "QRCI Processing Facility".

(d) The phrase "other than the Fortune Creek Gas Plant," is deleted from the definition of "Third Party Project". The phrase "subject to Section 5.1(c)(ii)," is deleted from Section 4.2(a)(ii).

(e) Section 4.2(b)(i) is deleted and replaced with the phrase "[Intentionally deleted]".

(f) The phrase "(other than the Fortune Creek Gas Plant)" is added to Section 4.2(b)(iv)(B) immediately after the phrase "QRCI Processing Facility" in each of the places where the latter phrase appears.

(g) The last sentence of Section 4.2(d) is deleted.

(h) Section 5.1(c) is deleted.

(i) The phrase "June, 1, 2014" is deleted from Schedule C and replaced by "Not known".

3.4 Amendments to the Processing Agreement

QRCI and the Partnership hereby agree that the Processing Agreement is amended, as of the Effective Date, by the deletion of Section 10.1 (a) and the substitution of the following:

This Agreement shall become effective as of the Commercial In-Service Date (as defined in the Partnership Agreement) and continue for a term of ten (10) years (the "Initial Term").

ARTICLE 4

GENERAL

4.1 Further Assurances

As may be necessary and without further consideration, the Parties hereto shall execute, acknowledge and deliver such other documents, novations, instruments and agreements and shall do such other things as may be necessary to otherwise carry out their respective obligations under this Amending Agreement.

4.2 Governing Law and Submission to Jurisdiction

The laws of the Province of Alberta shall govern the construction, interpretation and effect of this Amending Agreement, without regard to conflicts of law rules. Each Party hereby submits to the exclusive jurisdiction of the Courts of Alberta and all courts of appeal therefrom for all purposes hereof, provided that the foregoing shall not restrict a Party from enforcing a judgment outside of Alberta including the ability to initiate an original action in the courts of another jurisdiction if the judgment cannot be enforced. Each Party waives, to the fullest extent permitted by applicable law, any right it may have to trial by jury in respect of any suit, action or proceeding relating to this Amending Agreement.

4.3 Assignment

None of the Parties shall assign any of its rights or benefits or delegate any obligations hereunder without first having obtained the written consent of the other Parties and any such assignment or delegation shall be void ab initio.

4.4 Counterparts

The Parties may execute this Amending Agreement in two or more counterparts, which shall, in the aggregate, be signed by all of the Parties; each counterpart shall be deemed an original instrument as against any Party who has signed it.

4.5 Entire Agreement; Amendment

This Amending Agreement contains the entire agreement of the Parties relating to the amendment of the Agreements and supersedes all prior agreements between the Parties as to the subject matter hereof. Any oral representations or modifications concerning this Amending Agreement shall be of no force or effect unless contained in a subsequent written modification signed by the Parties. The Agreements, as amended by this Amending Agreement, are ratified and confirmed and remain in full force and effect.

4.6 No Third Party Beneficiaries

This Amending Agreement shall be binding upon and shall inure solely to the benefit of the Parties and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other Person any legal or equitable right, benefit or remedy of any nature whatsoever, under or by reason of this Amending Agreement.

4.7 Severability

If any provision of this Amending Agreement, or the application of such provision to any Person or in any circumstance, shall be held to be invalid, illegal or unenforceable in any respect, the validity, legality or enforceability of the remaining provisions of this Amending Agreement, and the application of such provision to any Persons or in any circumstances other than those as to which it is held invalid, illegal or unenforceable, shall not be affected thereby.

4.8 Expenses

Except as otherwise specified in this Amending Agreement, all costs and expenses, including fees and disbursements of counsel, financial advisors and accountants, incurred in connection with this Amending Agreement and the transactions contemplated by this Amending Agreement shall be borne by the Party incurring such costs and expenses.

4.9 Notices

Any written notice or communication to any of the Parties required or permitted under this Amending Agreement shall be deemed to have been duly given and received (i) on the date of service, if served personally or sent by facsimile transmission (and confirmed by telephone) to the Party to whom notice is to be given, or (ii) on the next day if sent by a nationally recognized courier for next day service and so addressed and if there is evidence of acceptance by receipt.

(a) if to QRCI and MMI, or either of them:

One Palliser Square

2000, 125 – 9^th Avenue S.E.

Calgary, Alberta T2G 0P8

Fax#: 403.262.6115

Attn: Chief Operating Officer

with a copy to:

801 Cherry Street

Suite 3700, Unit 19

Fort Worth, Texas 76102

Fax#: 817.665.5021

Attn: General Counsel

(b) if to the Partnership:

One Palliser Square

2000, 125 – 9^th Avenue S.E.

Calgary, Alberta T2G 0P8

Fax#: 403.262.6115

Attn: Chief Operating Officer

with a copy to:

801 Cherry Street

Suite 3700, Unit 19

Fort Worth, Texas 76102

Fax#: 817.665.5021

Attn: General Counsel

with a copy to:

0927530 B.C. Unlimited Liability Company

c/o Kohlberg Kravis Roberts & Co LP

9 West 57^th, Suite 4200

New York, New York 10019

Fax#: 212.750.0003

Attn: Brandon Freiman, David Sorkin, Esq.

(c) if to Newco:

c/o Kohlberg Kravis Roberts & Co LP

9 West 57^th, Suite 4200

New York, New York 10019

Fax#: 212.750.0003

Attn: Brandon Freiman, David Sorkin, Esq.

with a copy (which shall not constitute notice hereunder) to:

Simpson Thacher & Bartlett LLP

425 Lexington Avenue

New York, New York 10017

Fax#: 212.455.2502

Attn: Gary Horowitz, Esq.

(d) if to KWK:

[Remainder of page intentionally left blank]

4.10 Binding Effect

This Amending Agreement shall be binding on all successors and assigns of the Parties and inure to the benefit of the respective permitted successors and assigns of the Parties, except to the extent of any express contrary provision in this Amending Agreement.

4.11 Acknowledgement

KWK as guarantor under the Guaranty dated December 23, 2011 (the “Guaranty”) in favor of the Partnership hereby acknowledges the amendments in Article 3 and agrees that after giving effect to such amendments the Guaranty is in full force and effect enforceable against KWK in accordance with its terms.

IN WITNESS WHEREOF the Parties hereto have executed this agreement effective as of the date and time first above written.

QUICKSILVER RESOURCES CANADA INC.		0927530 B.C. UNLIMITED LIABILITY COMPANY
Per:	/s/ John C. Regan	Per:	/s/ Mayo Shattuck
	John C. Regan Senior Vice President – Chief Financial Officer		Mayo Shattuck Director

FORTUNE CREEK GATHERING AND PROCESSING PARTNERSHIP, by its partner, QUICKSILVER RESOURCES CANADA INC.		FORTUNE CREEK GATHERING AND PROCESSING PARTNERSHIP, by its partner, 0927530 B.C. UNLIMITED LIABILITY COMPANY
Per:	/s/ John C. Regan	Per:	/s/ Mayo Shattuck
	John C. Regan Senior Vice President – Chief Financial Officer		Mayo Shattuck Director

MAKARIOS MIDSTREAM INC.		QUICKSILVER RESOURCES INC.
Per:	/s/ John C. Regan	Per:	/s/ John C. Regan
	John C. Regan Senior Vice President – Chief Financial Officer		John C. Regan Senior Vice President – Chief Financial Officer

CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. INFORMATION FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED IS OMITTED AND MARKED WITH “[****]”. AN UNREDACTED VERSION OF THE DOCUMENT HAS ALSO BEEN FURNISHED SEPARATELY TO THE SECURITIES AND EXCHANGE COMMISSION AS REQUIRED BY RULE 24B-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.

SCHEDULE 1

EXHIBIT C-2

ATTACHED TO AND MADE PART OF A GATHERING AGREEMENT
(MAXHAMISH PIPELINE) DATED DECEMBER 23, 2011.

BETWEEN FORTUNE CREEK GATHERING AND PROCESSING PARTNERSHIP
AND QUICKSILVER RESOURCES CANADA INC.

[**** single page]

EX-10.4

Exhibit 10.4

Quicksilver Resources Inc.Exempt Employee Discretionary Bonus Plan

Section 1    Purpose. This Exempt Employee Discretionary Bonus Plan (the “Plan”) provides for awards of discretionary bonuses to eligible exempt employees of Quicksilver Resources Inc. (the “Company”) and its subsidiaries (each an “Exempt Employee” and collectively, the “Exempt Employees”). As used herein, the term “Executive Officers” shall mean only those officers of the Company designated as such by the Board of Directors of the Company.

Section 2    Nature. From time to time, the Company may award discretionary bonuses to Exempt Employees. The amount and nature of any bonus pool available for awards under the Plan will be determined by the Compensation Committee of the Board of Directors of the Company (the “Compensation Committee”) in its sole and absolute discretion and may be composed of, without limitation, cash, equity or any combination thereof.

Section 3    Individual Bonus Determination. With regard to Executive Officers, the Compensation Committee has the sole authority and total discretion to determine (a) whether any particular individual is awarded a bonus, (b) the amount of any individual bonus award, (c) the composition of any bonus, (d) the terms of any bonus award, including future vesting and (e) the timing of any bonus payment. With regard to Exempt Employees other than Executive Officers, the Compensation Committee or the Chief Executive Officer of the Company (the “Chief Executive Officer”) has the full authority and total discretion to determine (i) whether any particular individual is awarded a bonus, (ii) the amount of any individual bonus award, (iii) the composition of any bonus, (iv) the terms of any bonus award, including future vesting and (v) the timing of any bonus payment.

No bonus awarded under the Plan will be deemed to establish a pattern for future bonus awards. For the avoidance of doubt, there is no guarantee of any bonus award, and employees covered under the Plan should have no expectation that any bonus award will be made. No portion of any bonus awarded under the Plan will be regarded as fixed compensation for the purposes of determining the recipient’s right to any other compensation or benefits under any plan or statutory or other legal benefit entitlement.

Section 4    Eligibility. Subject to the provisions set forth herein for death and disability, only regular full-time Exempt Employees who are on the payroll of the Company or its subsidiaries on the date bonuses are paid hereunder are eligible to receive a bonus under the Plan (each such person, together with each Exempt Employee who was employed during the period with respect to which the applicable bonus relates but died or became disabled prior to the bonus payment date, an “Eligible Employee” and collectively, the “Eligible Employees”). Eligibility will be determined in the sole discretion of, the Compensation Committee, with respect to Executive Officers, or the Compensation Committee or the Chief Executive Officer, with respect to other Eligible Employees. No one has any right or entitlement to participate in, or be awarded a bonus under, the Plan.

If an Eligible Employee dies or becomes disabled and unable to work prior to the bonus payment date, and if the Compensation Committee, with respect to Executive Officers, or the Compensation Committee or the Chief Executive Officer, with respect to other Eligible Employees, determines that he or she should be paid a bonus under the Plan, any bonus awarded to such Eligible Employee will be paid to such Eligible Employee or the Eligible Employee’s beneficiary at the same time as bonuses awarded under the Plan are paid to other Eligible Employees. An Eligible Employee’s beneficiary under the Plan will be the beneficiary designated under the Company’s group life insurance plan. If no such beneficiary has been designated, the bonus will be paid to the Eligible Employee’s estate.

Unless the Compensation Committee otherwise determines in any specific case, an Eligible Employee will be considered disabled for purpose of the Plan only upon a determination by the applicable insurance provider that such Eligible Employee is disabled for purposes of one of the long-term disability insurance policies maintained by the Company.

Any bonus awarded under the Plan will be pro-rated, including in the case of death or disability, to reflect an Eligible Employee’s actual period of employment with the Company or any subsidiaries relative to the period to which such bonus relates or, in the case of a non-exempt employee becoming an Exempt Employee, the actual period of employment in his or her new classification as an Exempt Employee.

Section 5    Payment of Bonus. Any bonus awarded under the Plan is subject in all respects to the terms and conditions of the Plan and any applicable award documentation. The Company may deduct from any bonus awarded under the Plan such amounts as may be required to be withheld under any federal, state or local tax laws or by authorization of the Eligible Employee. It is the Company’s intention that any bonus awarded under the Plan will not constitute a deferral of compensation within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and the terms of the Plan will be construed and administered in a manner consistent with such intention.

Section 6    No Contract. The Plan is not and will not be construed as an employment contract or as a promise or contract to pay, a grant of an award of, or a right in, any bonus to any Exempt Employee or beneficiaries thereof. Neither the Plan nor the eligibility to participate in the Plan confers upon any Exempt Employee any right with respect to continuance of employment or other service with the Company or any subsidiary, nor will it interfere in any way with any right the Company or any subsidiary would otherwise have to terminate such person’s employment or other service at any time. No person will accrue any right to a bonus under the Plan unless and until the Compensation Committee, with respect to Executive Officers, orthe Compensation Committee or the Chief Executive Officer, with respect to all other Eligible Employees, determines that an award has been earned and such award has been paid to such person. The Plan has been approved by the Compensation Committee and the Chief Executive Officer and may be amended from time to time by the Compensation Committee with or without notice. No Exempt Employee or beneficiary may sell, assign, transfer, discount or pledge as collateral for a loan, or otherwise anticipate any right to payment of an award under the Plan.

Section 7    Administration of the Plan. The Compensation Committee, with respect to Executive Officers, or each of the Compensation Committee and the Chief Executive Officer, with respect to all other Eligible Employees,has the full authority and discretion to administer the Plan and to take any action that is necessary or advisable in connection with the administration of the Plan, including, without limitation, the authority and discretion to interpret and construe any provision of the Plan or of any agreement, notification or document evidencing an award of a bonus. The interpretation and construction by the Compensation Committee or the Chief Executive Officer of any such provision and any determination by the Compensation Committee or the Chief Executive Officer pursuant to any provision of the Plan or of any such agreement, notification or document will be final and conclusive. Neither the Chief Executive Officer nor any member of the Compensation Committee will be personally liable for any such action or determination.

Section 8    Governing Law. The Plan, all awards and all actions taken under the Plan will be governed in all respects in accordance with the laws of the State of Texas, but without giving effect to the principles of conflicts of laws of such State; provided, however, that to the extent an award is made and is composed whether in whole or in part of an award of equity, it will be governed in all respects in accordance with the laws of the State of Delaware. Venue for any action relating to the Plan shall lie exclusively in a court of competent jurisdiction located in Fort Worth, Tarrant County, Texas.

Section 9    Limitation on Payment of Benefits. Notwithstanding any provision of the Company’s Seventh Amended and Restated 2006 Equity Plan or such other equity-based plan as may be adopted by the Company, to the contrary, if an Eligible Employee participates in the Company’s Amended and Restated Executive Change in Control Retention Incentive Plan, as amended from time to time (the “Executive Retention Plan” and each participant therein a “Participant”) and any amount to be paid or provided under the Plan to such Participant would be an “Excess Parachute Payment” within the meaning of Section 280G of the Code, then the payments to be paid or provided under the Plan will be treated in accordance with such Executive Retention Plan. If any Eligible Employee does not participate in the Executive Retention Plan and any amount to be paid or provided under the Plan to such Participant would be an Excess Parachute Payment but for the application of this sentence, then the payments to be paid or provided under the Plan will be reduced to the minimum extent necessary (but in no event to less than zero) so that no portion of any such payment, as so reduced, constitutes an Excess Parachute Payment; provided, however, that the foregoing reduction will be made only if and to the extent that such reduction would result in an increase in the aggregate payment to be provided, determined on an after-tax basis (taking into account the excise tax imposed pursuant to Section 4999 of the Code, any tax imposed by any comparable provision of state law, and any applicable federal, state and local income and employment taxes). Whether requested by an eligible Participant or the Company, the determination of whether any reduction in such payments to be provided under the Plan or otherwise is required pursuant to the preceding sentence will be made at the expense of the Company by the Company’s independent accountants in effect prior to the change in control.

EX-10.5

Exhibit 10.5

Execution Version

OMNIBUS AMENDMENT NO. 7
TO COMBINED CREDIT AGREEMENTS

THIS OMNIBUS AMENDMENT NO. 7 TO COMBINED CREDIT AGREEMENTS (this “Amendment”), dated as of April 25, 2014,is among QUICKSILVER RESOURCES INC.,(the “U.S. Borrower”), QUICKSILVER RESOURCES CANADA INC., (the “Canadian Borrower”) (collectively, the “Combined Borrowers”), JPMORGAN CHASE BANK, N.A., as global administrative agent (in such capacity, the “Global Administrative Agent”), JPMORGAN CHASE BANK, N.A., TORONTO BRANCH, as Canadian administrative agent (in such capacity, the “Canadian Administrative Agent” and, together with the Global Administrative Agent, the “Administrative Agents”), and each of the U.S. Lenders and Canadian Lenders party hereto.

R E C I T A L S

A.    The U.S. Borrower, the Global Administrative Agent and the various financial institutions party thereto as Agents or Lenders (the “U.S. Lenders”) entered into that certain Amended and Restated Credit Agreement dated as of December 22, 2011 (as amended by Omnibus Amendment No. 1 dated as of May 23, 2012, Omnibus Amendment No. 2 dated as of August 6, 2012, Omnibus Amendment No. 3 dated as of October 5, 2012, Omnibus Amendment No. 4 dated as of April 30, 2013, Omnibus Amendment No. 5 dated as of June 21, 2013, and Omnibus Amendment No. 6 dated as of November 15, 2013, and as further amended, supplemented or modified, the “U.S. Credit Agreement”).

B.    The U.S. Borrower, as parent, the Canadian Borrower, the Canadian Administrative Agent, the Global Administrative Agent, and the various financial institutions party thereto as agents or lenders (the “CanadianLenders”) entered into that certain Amended and Restated Credit Agreement dated as of December 22, 2011 (as amended by Omnibus Amendment No. 1 dated as of May 23, 2012, Omnibus Amendment No. 2 dated as of August 6, 2012, Omnibus Amendment No. 3 dated as of October 5, 2012, Omnibus Amendment No. 4 dated as of April 30, 2013, Omnibus Amendment No. 5 dated as of June 21, 2013 and Omnibus Amendment No. 6 dated as of November 15, 2013, and as further amended, supplemented or modified, the “Canadian Credit Agreement”) (the U.S. Credit Agreement and the Canadian Credit Agreement being collectively referred to as the “Combined Credit Agreements”).

C.    The Combined Borrowers have requested that the Required Lenders, the Required U.S. Lenders and the Swingline Lender agree, and the Required Lenders, the Required U.S. Lenders and the Swingline Lender have agreed, to amend certain provisions of the Combined Credit Agreements.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

Section 1.Defined Terms. Each capitalized term used herein but not otherwise defined herein has the meaning given to such term in the U.S. Credit Agreement, as amended by this Amendment. Unless otherwise indicated, all section references in this Amendment refer to applicable section of the Combined Credit Agreements.

Section 2.Amendments to Combined Credit Agreements.

2.1Amendments to Section 1.02—Certain Defined Terms of the Combined Credit Agreements.

(a)In the definition of “Consolidated Net Income” in each Combined Credit Agreement:

(i) clause (h) is hereby amended and restated to read as follows:

“(h)    any fees and expenses incurred in connection with (i) the proposed Barnett Shale Transaction in an aggregate amount not to exceed $9,000,000 (it being understood that such transaction refers to the contemplated MLP transaction in respect of the MLP Barnett Shale Assets and does not refer to the Barnett Shale Joint Venture), (ii) the Second Omnibus Amendment, (iii) the Fourth Omnibus Amendment, (iv) any strategic transactions in respect of the Barnett Shale Joint Venture, asset dispositions or acquisitions or the evaluation thereof or of other transactions, whether or not consummated, which, in each case, are paid in the fiscal year ended December 31, 2013 and are in an aggregate amount not to exceed $5,000,000 and (v) any strategic transactions, asset dispositions or acquisitions or the evaluation thereof or of other transactions, whether or not consummated, which, in each case, are paid in the fiscal year ended December 31, 2014 and are in an aggregate amount not to exceed $5,000,000;”;

(ii) clause (k) is hereby amended and restated to read as follows:

“(k) severance, retirement, separation, retention, sign-on bonuses or other related expenses in an aggregate amount not to exceed $10,500,000;”; and

(iii) a new clause (n) is hereby added (and conforming changes are hereby made to existing clauses (l) and (m) to make clause (n) the last item in the list) to read as follows:

“(n) expenses related to gathering rates in respect of the Fortune Creek Gathering Agreement to the extent that such expenses exceeded the expenses that would have been incurred by the Borrower and its Restricted Subsidiaries at the reduced gathering rate established pursuant to that certain First Amending Agreement dated as of March 13, 2014 to the Fortune Creek Gathering Agreement in an aggregate amount not to exceed $5,000,000 (it being understood that in any four fiscal quarter period ending in the 2014 calendar year, such expenses shall not exceed $5,000,000 and no such expenses shall be excluded in any such period ending after the end of the 2014 calendar year).”.

(b)The definition of “Material Acquisition” in each Combined Credit Agreement is hereby amended to replace the reference to the amount of “$25,000,000” with “$10,000,000”.

(c)The definition of “Material Disposition” in each Combined Credit Agreement is hereby amended to replace the reference to the amount of “$25,000,000” with “$10,000,000”.

2

(d)The following definition is hereby added where alphabetically appropriate to each of the Combined Credit Agreements:

“Fortune Creek Gathering Agreement” means that certain Gathering Agreement, dated as of December 23, 2011, between Fortune Creek Gathering and Processing Partnership and Quicksilver Resources Canada, Inc.

2.2Amendment to Section 1.02—Certain Defined Terms of the U.S. Credit Agreement.

(a)The definition of “Swingline Commitment” in the U.S. Credit Agreement is hereby amended to replace the reference to the amount of “$50,000,000” with “$5,000,000”.

Section 3.Global Borrowing Base Redetermination; Allocation of U.S. Borrowing Base and Canadian Borrowing Base.    The Required Lenders and the Combined Borrowers agree that from and after the Seventh Amendment Effective Date (as defined below), the amount of the Global Borrowing Base shall be $325,000,000 and the amount of the U.S. Borrowing Base shall be $250,000,000, with an Allocated U.S. Borrowing Base of $185,000,000 and an Allocated Canadian Borrowing Base of $140,000,000. This provision does not limit redeterminations of the Global Borrowing Base or U.S. Borrowing Base, including in accordance with Section 2.07(c) or further adjustments thereto pursuant to Section 8.12(c), Section 9.02(n), Section 9.10(d) or Section 9.10(i) of the Combined Credit Agreements. This Section 3 constitutes a New Borrowing Base Notice in accordance with Section 2.07(d) of the Combined Credit Agreements and a Borrowing Base Allocation Notice in accordance with Section 2.07(e) of the Combined Credit Agreements, in each case, delivered in connection with this first Scheduled Redetermination of the Global Borrowing Base and U.S. Borrowing Base for the 2014 calendar year.

Section 4.Conditions Precedent.

4.1This Amendment shall not become effective until the date on which each of the following conditions is satisfied (the “Seventh Amendment Effective Date”):

(a)The Global Administrative Agent shall have received from each of the Combined Borrowers, the Required Lenders, the U.S. Required Lenders, the Swingline Lender, the Global Administrative Agent and the Canadian Administrative Agent counterparts of this Amendment signed on behalf of each such Person.

(b)The Combined Borrowers shall have paid all amounts due and payable in connection with this Amendment on or prior to the Seventh Amendment Effective Date, including to the extent invoiced at least one (1) Business Day prior to such date, all documented out-of-pocket expenses required to be reimbursed or paid by the Combined Borrowers under the Combined Credit Agreements.

Section 5.Miscellaneous.

3

5.1Confirmation. All of the terms and provisions of the Combined Credit Agreements, as amended by this Amendment, are, and shall remain, in full force and effect following the effectiveness of this Amendment.

5.2Ratification and Affirmation; Representations and Warranties. Each Combined Borrower hereby (a) acknowledges the terms of this Amendment; (b) ratifies and affirms its obligations under, and acknowledges, renews and extends its continued liability under, each Loan Document (as defined in the applicable Combined Credit Agreement as used in this Section) to which it is a party and agrees that each Loan Document to which it is a party remains in full force and effect, except as expressly amended hereby, notwithstanding the amendments contained herein; and (c) represents and warrants to the Lenders (as defined in the applicable Combined Credit Agreement) that as of the date hereof, after giving effect to the terms of this Amendment: (i) all of the representations and warranties contained in each Loan Document to which it is a party are true and correct in all material respects on and as of the Seventh Amendment Effective Date, except that to the extent any such representations and warranties are (x) expressly limited to an earlier date, in which case, on the Seventh Amendment Effective Date such representations and warranties shall continue to be true and correct as of such specified earlier date and (y) qualified by materiality, such representations and warranties (as so qualified) shall continue to be true and correct in all respects and (ii) no Default (as defined in the applicable Combined Credit Agreement) has occurred and is continuing as of the Seventh Amendment Effective Date. This Amendment is a Loan Document.

5.3Counterparts. This Amendment may be executed by one or more of the parties hereto in any number of separate counterparts, and all of such counterparts taken together shall be deemed to constitute one and the same instrument. Delivery of an executed counterpart by facsimile or electronic mail shall be effective as delivery of a manually executed counterpart hereof.

5.4Governing Law, Jurisdiction, etc. Sections 12.09 and 12.18 of the Canadian Credit Agreement shall be incorporated herein mutatis mutandis as this Amendment relates to the Canadian Credit Agreement and Sections 12.09 and 12.18 of the U.S. Credit Agreement shall be incorporated herein mutatis mutandis as this Amendment relates to the U.S. Credit Agreement.

[SIGNATURES BEGIN NEXT PAGE]

4

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date first written above.

QUICKSILVER RESOURCES INC., a Delaware corporation

By: /s/ Vanessa Gomez LaGatta    
Name: Vanessa Gomez LaGatta
Title: Vice President – Treasurer

SIGNATURE PAGE TO OMNIBUS AMENDMENT NO. 7 TO

COMBINED CREDIT AGREEMENTS

QUICKSILVER RESOURCES CANADA INC., an Alberta, Canada corporation

By: /s/ Vanessa Gomez LaGatta    
Name: Vanessa Gomez LaGatta
Title: Vice President – Treasurer

SIGNATURE PAGE TO OMNIBUS AMENDMENT NO. 7 TO

COMBINED CREDIT AGREEMENTS

JPMORGAN CHASE BANK, N.A., as a Lender under the U.S. Credit Agreement, as the Swingline Lender and as Global Administrative Agent

By: /s/ David Morris    
Name: David Morris
Title: Authorized Officer

SIGNATURE PAGE TO OMNIBUS AMENDMENT NO. 7 TO

COMBINED CREDIT AGREEMENTS

JPMORGAN CHASE BANK, N.A., TORONTO BRANCH, as a Lender under the Canadian Credit Agreement and as Canadian Administrative Agent

By: /s/ Michael N. Tam    
Name: Michael N. Tam
Title: Senior Vice President

SIGNATURE PAGE TO OMNIBUS AMENDMENT NO. 7 TO

COMBINED CREDIT AGREEMENTS

BANK OF AMERICA, N.A., as a Lender under the U.S. Credit Agreement

By: /s/ Kathleen L. Padilla    
Name: Kathleen L. Padilla    
Title: Vice President    

SIGNATURE PAGE TO OMNIBUS AMENDMENT NO. 7 TO

COMBINED CREDIT AGREEMENTS

BANK OF AMERICA, N.A., (by its Canada Branch) as a Lender under the Canadian Credit Agreement

By: /s/ Medina Sales de Andrade    
Name: Medina Sales de Andrade    
Title: Vice President    

SIGNATURE PAGE TO OMNIBUS AMENDMENT NO. 7 TO

COMBINED CREDIT AGREEMENTS

BRANCH BANKING & TRUST COMPANY, as a Lender under the U.S. Credit Agreement and the Canadian Credit Agreement

By: /s/ Traci Bankston    
Name: Traci Bankston    
Title: Assistant Vice President    

SIGNATURE PAGE TO OMNIBUS AMENDMENT NO. 7 TO

COMBINED CREDIT AGREEMENTS

CANADIAN IMPERIAL BANK OF COMMERCE, as a Lender under the Canadian Credit Agreement

By: /s/ Randy Geislinger        
Name: Randy Geislinger    
Title: Executive Director

By: /s/ Joelle Chatwin        
Name: Joelle Chatwin    
Title: Executive Director

SIGNATURE PAGE TO OMNIBUS AMENDMENT NO. 7 TO

COMBINED CREDIT AGREEMENTS

CANADIAN IMPERIAL BANK OF COMMERCE, NEW YORK BRANCH, as a Lender under the U.S. Credit Agreement

By: /s/ Richard Antl    
Name: Richard Antl    
Title: Authorized Signatory    

By: /s/ Trudy Nelson    
Name: Trudy Nelson    
Title: Authorized Signatory    

SIGNATURE PAGE TO OMNIBUS AMENDMENT NO. 7 TO

COMBINED CREDIT AGREEMENTS

CITIBANK, N.A., as a Lender under the U.S. Credit Agreement

By: /s/ Eamon Baqui        
Name: Eamon Baqui    
Title:     Vice President    

SIGNATURE PAGE TO OMNIBUS AMENDMENT NO. 7 TO

COMBINED CREDIT AGREEMENTS

CITIBANK, N.A., CANADIAN BRANCH, as a Lender under the Canadian Credit Agreement

By: /s/ Gordon Dekuyper    
Name: GORDON DEKUYPER    
Title: Managing Director    

SIGNATURE PAGE TO OMNIBUS AMENDMENT NO. 7 TO

COMBINED CREDIT AGREEMENTS

COMERICA BANK, as a Lender under the U.S. Credit Agreement

By: /s/ Ekaterina V. Evseev        
Name: Ekaterina V. Evseev    
Title: Assistant Vice President    

SIGNATURE PAGE TO OMNIBUS AMENDMENT NO. 7 TO

COMBINED CREDIT AGREEMENTS

COMERICA BANK, CANADA BRANCH, as a Lender under the Canadian Credit Agreement

By: /s/ Omer Ahmed        
Name: Omer Ahmed    
Title: Portfolio Manager    

SIGNATURE PAGE TO OMNIBUS AMENDMENT NO. 7 TO

COMBINED CREDIT AGREEMENTS

COMPASS BANK, as a Lender under the U.S. Credit Agreement

By: /s/ Umar Hassan        
Name: Umar Hassan    
Title: Vice President    

SIGNATURE PAGE TO OMNIBUS AMENDMENT NO. 7 TO

COMBINED CREDIT AGREEMENTS

CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK, as a Lender under the U.S. Credit Agreement and the Canadian Credit Agreement

By: /s/ Sharada Manne        
Name: Sharada Manne    
Title:    Managing Director    

By: /s/ Michael Willis        
Name: Michael Willis
Title:    Managing Director

SIGNATURE PAGE TO OMNIBUS AMENDMENT NO. 7 TO

COMBINED CREDIT AGREEMENTS

CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as a Lender under the U.S. Credit Agreement

By: /s/ Michael Spaight        
Name:    Michael Spaight    
Title:    Authorized Signatory    

By: /s/ Samuel Miller        
Name:    Samuel Miller    
Title:    Authorized Signatory

SIGNATURE PAGE TO OMNIBUS AMENDMENT NO. 7 TO

COMBINED CREDIT AGREEMENTS

CREDIT SUISSE AG, TORONTO BRANCH, as a Lender under the Canadian Credit Agreement

By: /s/ Alain Daoust        
Name:    Alain Daoust
Title:    Authorized Signatory

By: /s/ Chris Gage    
Name:    Chris Gage    
Title:    Authorized Signatory

SIGNATURE PAGE TO OMNIBUS AMENDMENT NO. 7 TO

COMBINED CREDIT AGREEMENTS

DEUTSCHE BANK TRUST COMPANY AMERICAS, as a Lender under the U.S. Credit Agreement

By: /s/ Michael Getz        
Name:    Michael Getz
Title:    Vice President

By: /s/ Lisa Wong        
Name:    Lisa Wong
Title:    Vice President

SIGNATURE PAGE TO OMNIBUS AMENDMENT NO. 7 TO

COMBINED CREDIT AGREEMENTS

DEUTSCHE BANK AG CANADA BRANCH, as a Lender under the Canadian Credit Agreement

By: /s/ Paul Uffelmann        
Name:    Paul Uffelmann
Title:    Vice President

By: /s/ Scott Lampard    
Name:    Scott Lampard
Title:    Chief Country Officer

SIGNATURE PAGE TO OMNIBUS AMENDMENT NO. 7 TO

COMBINED CREDIT AGREEMENTS

EXPORT DEVELOPMENT CANADA, as a Lender under the U.S. Credit Agreement

By: /s/ Trevor Mulligan        
Name:    TREVOR MULLIGAN
Title:    ASSET MANAGER

By: /s/ Richard Leong        
Name:    Richard Leong
Title:    Asset Manager

SIGNATURE PAGE TO OMNIBUS AMENDMENT NO. 7 TO

COMBINED CREDIT AGREEMENTS

GOLDMAN SACHS BANK USA, as a Lender under the U.S. Credit Agreement

By: /s/ Michelle Latzoni        
Name:    Michelle Latzoni
Title:    Authorized Signatory

SIGNATURE PAGE TO OMNIBUS AMENDMENT NO. 7 TO

COMBINED CREDIT AGREEMENTS

KEYBANK, N.A., as a Lender under the U.S. Credit Agreement

By: /s/ John Dravenstott        
Name:    John Dravenstott
Title:    Vice President

SIGNATURE PAGE TO OMNIBUS AMENDMENT NO. 7 TO

COMBINED CREDIT AGREEMENTS

SUMITOMO MITSUI BANKING CORPORATION, as a Lender under the U.S. Credit Agreement

By: /s/ Masaki Sone        
Name:    Masaki Sone
Title:    Managing Director

SIGNATURE PAGE TO OMNIBUS AMENDMENT NO. 7 TO

COMBINED CREDIT AGREEMENTS

THE ROYAL BANK OF SCOTLAND PLC, as a Lender under the U.S. Credit Agreement

By: /s/ David W. Stack        
Name:    David W. Stack
Title:    Senior Vice President

SIGNATURE PAGE TO OMNIBUS AMENDMENT NO. 7 TO

COMBINED CREDIT AGREEMENTS

THE ROYAL BANK OF SCOTLAND PLC, CANADA BRANCH, as a Lender under the Canadian Credit Agreement

By: /s/ David W. Stack        
Name:    David W. Stack
Title:    Authorized Signatory

SIGNATURE PAGE TO OMNIBUS AMENDMENT NO. 7 TO

COMBINED CREDIT AGREEMENTS

TORONTO DOMINION (NEW YORK) LLC, as a Lender under the U.S. Credit Agreement

By: /s/ Debbi L. Brito        
Name:    DEBBI L. BRITO
Title:    AUTHORIZED SIGNATORY

SIGNATURE PAGE TO OMNIBUS AMENDMENT NO. 7 TO

COMBINED CREDIT AGREEMENTS

THE TORONTO-DOMINION BANK, as a Lender under the Canadian Credit Agreement

By: /s/ Debbi L. Brito    
Name:    DEBBI L. BRITO    
Title:    AUTHORIZED SIGNATORY

SIGNATURE PAGE TO OMNIBUS AMENDMENT NO. 7 TO

COMBINED CREDIT AGREEMENTS

U.S. BANK NATIONAL

ASSOCIATION, as a Lender under the

U.S. Credit Agreement

By: /s/ John C. Springer        
Name:    John C. Springer
Title:    Vice President

SIGNATURE PAGE TO OMNIBUS AMENDMENT NO. 7 TO

COMBINED CREDIT AGREEMENTS

UBS AG, STAMFORD BRANCH, as a Lender under the U.S. Credit Agreement

By: /s/ Lana Gifas        
Name:    Lana Gifas
Title:    Director

By: /s/ Jennifer Anderson        
Name:    Jennifer Anderson
Title:    Associate Director

SIGNATURE PAGE TO OMNIBUS AMENDMENT NO. 7 TO

COMBINED CREDIT AGREEMENTS

UBS AG CANADA BRANCH, as a Lender under the Canadian Credit Agreement

By: /s/ Jennifer Anderson        
Name:    Jennifer Anderson
Title:    Associate Director

Banking Product Services, US

By: /s/ Lana Gifas        
Name:    Lana GifasTitle:    Director

Banking Product Services, US

SIGNATURE PAGE TO OMNIBUS AMENDMENT NO. 7 TO

COMBINED CREDIT AGREEMENTS

WELLS FARGO BANK, N.A., as a Lender under the U.S. Credit Agreement

By: /s/ Greg Smothers        
Name:    GREG SMOTHERS
Title:    DIRECTOR

SIGNATURE PAGE TO OMNIBUS AMENDMENT NO. 7 TO

COMBINED CREDIT AGREEMENTS

WELLS FARGO FINANCIAL CORPORATION CANADA, as a Lender under the Canadian Credit Agreement

By: /s/ Janet K. Heinila    
Name:    JANET K. HEINILA    
Title:    SENIOR VICE PRESIDENT

SIGNATURE PAGE TO OMNIBUS AMENDMENT NO. 7 TO

COMBINED CREDIT AGREEMENTS

EX-31.1

Exhibit 31.1

CERTIFICATION

I, Glenn Darden, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Quicksilver Resources Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 9, 2014

/s/ Glenn Darden

Glenn Darden

President and Chief Executive Officer

EX-31.2

Exhibit 31.2

CERTIFICATION

I, John C. Regan, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Quicksilver Resources Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 9, 2014

/s/ John C. Regan

John C. Regan

Senior Vice President – Chief Financial Officer

(Principal Financial and Accounting Officer)

EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO 18 U.S.C. § 1350, AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

Pursuant to 18 U.S.C. § 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, in connection with the Quarterly Report on Form 10-Q of Quicksilver Resources Inc. (the “Company”) for the quarter ended March 31, 2014, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned, John C. Regan, Senior Vice President – Chief Financial Officer (Principal Financial and Accounting Officer) of the Company, and Glenn Darden, President and Chief Executive Officer of the Company, each certifies that, to his knowledge:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of the dates and for the periods expressed in the Report.

Date: May 9, 2014

By:	/s/ John C. Regan	By:	/s/ Glenn Darden
	John C. Regan		Glenn Darden
	Senior Vice President – Chief Financial Officer		President and Chief Executive Officer
	(Principal Financial and Accounting Officer)

XML

Long-Term Debt (Narrative) (Details) (USD $)	3 Months Ended								3 Months Ended				3 Months Ended		3 Months Ended					3 Months Ended
	Mar. 31, 2014	Mar. 31, 2013	Mar. 31, 2014 Senior Notes Due 2015 [Member]	Mar. 31, 2014 Senior Notes Due 2016 [Member]	Apr. 01, 2014 Combined Credit Agreements [Member]	Mar. 31, 2014 Combined Credit Agreements [Member]	Dec. 31, 2013 Combined Credit Agreements [Member]	Mar. 31, 2014 Canadian Credit Facility [Member]	Mar. 31, 2014 Combined Credit Agreements [Member]	Mar. 31, 2014 Maximum [Member] U.S. Credit Facility [Member]	Mar. 31, 2014 Maximum [Member] Combined Credit Agreements [Member]	Mar. 31, 2014 Maximum [Member] Global Letter Of Credit [Member]	Mar. 31, 2014 Minimum [Member]	Mar. 31, 2014 Multiple Subsidiaries Set Two [Member] U.S. Credit Facility [Member]	Mar. 31, 2014 London Interbank Offered Rate (LIBOR) [Member] U.S. Credit Facility [Member]	Mar. 31, 2014 Libor [Member] Maximum [Member] Canadian Credit Facility [Member]	Mar. 31, 2014 Libor [Member] Minimum [Member] Canadian Credit Facility [Member]	Mar. 31, 2014 Senior Notes [Member] Senior Notes Due 2015 [Member]	Mar. 31, 2014 Senior Notes [Member] Senior Notes Due 2016 [Member]	Mar. 31, 2014 2013 [Member] Senior Notes [Member] Senior Notes Due 2015 [Member]	Mar. 31, 2014 2013 [Member] Senior Notes [Member] Senior Notes Due 2016 [Member]
Debt Instrument [Line Items]
Percentage of ownership interest								100.00%						65.00%
Borrowing capacity					$ 325,000,000	$ 350,000,000						$ 280,000,000
Line of Credit Facility, Maximum Borrowing Capacity						650,000,000	1,750,000,000
Document Period End Date	Mar. 31, 2014
Redemption percentage of par value																				101.938%	105.875%
Available borrowing under combined credit agreements									99,600,000
Commitment fee percentage									0.50%	1.75%	0.50%
EBITDA to interest expense													2.25
Repayments of Long-term Debt	0	4,011,000	10,900,000	8,900,000
Issuance of debt	$ 0	$ 54,040,000
Debt Instrument, Basis Spread on Variable Rate										2.75%					1.00%	3.75%	2.75%
Debt Instrument, Interest Rate, Stated Percentage																		8.25%	11.75%

XML

Supplemental Cash Flow Information (Cash Paid Or Received For Interest And Income Taxes) (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2014	Mar. 31, 2013
Supplemental Cash Flow Information [Abstract]
Interest, net of capitalized interest	$ 49,103	$ 69,633
Income taxes	$ (7,951)	$ 35

XML

Quicksilver Stockholders' Equity (Restricted Stock And Stock Unit Activity) (Details) (USD $) In Millions, except Share data, unless otherwise specified	3 Months Ended
	Mar. 31, 2014
Restricted Stock [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized	$ 11.0
Payable In Shares [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Outstanding at beginning of period, Shares	5,668,090
Granted, Shares	662,170
Vested, Shares	(2,401,580)
Forfeited, Shares	(80,209)
Outstanding at end of period, Shares	3,848,471
Outstanding at beginning of period, Wtd Avg Grant Date Fair Value	$ 3.90
Granted, Wtd Avg Grant Date Fair Value	$ 3.01
Vested, Wtd Avg Grant Date Fair Value	$ 4.93
Forfeited, Wtd Avg Grant Date Fair Value	$ 3.77
Outstanding at end of period, Wtd Avg Grant Date Fair Value	$ 3.11
Payable In Cash [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Outstanding at beginning of period, Shares	1,572,341
Granted, Shares	0
Vested, Shares	(498,535)
Forfeited, Shares	(16,893)
Outstanding at end of period, Shares	1,056,913
Outstanding at beginning of period, Wtd Avg Grant Date Fair Value	$ 3.69
Granted, Wtd Avg Grant Date Fair Value	$ 0.00
Vested, Wtd Avg Grant Date Fair Value	$ 4.66
Forfeited, Wtd Avg Grant Date Fair Value	$ 3.49
Outstanding at end of period, Wtd Avg Grant Date Fair Value	$ 3.26

XML

Supplemental Cash Flow Information (Other Significant Noncash Transactions) (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2014	Mar. 31, 2013
Supplemental Cash Flow Information [Abstract]
Capital Expenditures Incurred but Not yet Paid	$ 13,128	$ 8,964

XML

Quicksilver Stockholders' Equity (Assumptions For The Black-Scholes Option Pricing Model For Stock Options Issued) (Details) (USD $)	3 Months Ended
	Mar. 31, 2013
Share-based Compensation, Allocation and Classification in Financial Statements [Abstract]
Weighted avg grant date fair value	$ 1.81
Weighted avg risk-free interest rate	0.76%
Expected life (in years)	5 years 3 months 18 days
Wtd avg volatility	75.00%
Expected dividends	0.00%

XML

Derivatives And Fair Value Measurements (Changes In Level 3 Fair Values) (Details) (Fair Value Inputs, Level 3 [Member], USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2014	Mar. 31, 2013
Balance at beginning of period	$ 23,485	$ (4,931)
Unrealized gain (loss) on derivatives	(17,883)	(18)
Balance at end of period	7,201	(9,037)
Total gains included in net derivative gains attributable to the change in unrealized gains related to assets still held at the reporting date	(15,576)	(92)
Derivative gains (losses) [Member]
Settlements	$ 1,599	$ (4,088)

XML

Quicksilver Stockholders' Equity (Tables)

3 Months Ended

Mar. 31, 2014

Share-based Compensation, Allocation and Classification in Financial Statements [Abstract]

Assumptions For The Black-Scholes Option Pricing Model For Stock Options Issued

Weighted avg grant date fair value	$1.81
Weighted avg risk-free interest rate	0.76%
Expected life	5.3 years
Wtd avg volatility	75.0%
Expected dividends	—

Stock Option Activity

	Shares		Wtd Avg Exercise Price		Wtd Avg Remaining Contractual Life	Aggregate Intrinsic Value
					(In years)	(In thousands)
Outstanding at January 1, 2014	6,771,578		$	7.82
Expired	(20,719	)	9.85
Outstanding at March 31, 2014	6,750,859		$	7.81	5.9	$	1,409
Exercisable at March 31, 2014	5,323,678		$	9.19	5.1	$	282

Restricted Stock And Stock Unit Activity

	Payable in shares				Payable in cash
	Shares		Wtd Avg Grant Date Fair Value		Shares		Wtd Avg Grant Date Fair Value
Outstanding at January 1, 2014	5,668,090		$	3.90	1,572,341		$	3.69
Granted	662,170		3.01		—		—
Vested	(2,401,580	)	4.93		(498,535	)	4.66
Forfeited	(80,209	)	3.77		(16,893	)	3.49
Outstanding at March 31, 2014	3,848,471		$	3.11	1,056,913		$	3.26

XML

Condensed Consolidating Financial Information (Schedule Of Condensed Consolidated Balance Sheets) (Details) (USD $) In Thousands, unless otherwise specified	Mar. 31, 2014	Dec. 31, 2013
Current assets	$ 294,246	$ 393,960
Property and equipment	875,118	860,805
Investment in subsidiaries (equity method)	0	0
Other assets	90,463	114,961
Total assets	1,259,827	1,369,726
Current liabilities	127,828	134,797
Long-term liabilities	2,207,364	2,240,899
Stockholders' equity	(1,075,365)	(1,005,970)
Total liabilities and stockholders' equity	1,259,827	1,369,726
Quicksilver Resources Inc. [Member]
Current assets	256,321	349,586
Property and equipment	480,136	455,822
Investment in subsidiaries (equity method)	(231,131)	(217,852)
Other assets	479,128	472,792
Total assets	984,454	1,060,348
Current liabilities	116,207	124,275
Long-term liabilities	1,943,612	1,942,043
Stockholders' equity	(1,075,365)	(1,005,970)
Total liabilities and stockholders' equity	984,454	1,060,348
Restricted Guarantor Subsidiaries [Member]
Current assets	11,510	10,735
Property and equipment	15,160	15,486
Investment in subsidiaries (equity method)	0	0
Other assets	0	0
Total assets	26,670	26,221
Current liabilities	12,577	12,210
Long-term liabilities	19,242	19,242
Stockholders' equity	(5,149)	(5,231)
Total liabilities and stockholders' equity	26,670	26,221
Restricted Non-Guarantor Subsidiaries [Member]
Current assets	53,154	53,034
Property and equipment	302,224	307,865
Investment in subsidiaries (equity method)	(1,345)	(33,840)
Other assets	24,617	32,892
Total assets	378,650	359,951
Current liabilities	25,244	17,167
Long-term liabilities	559,958	542,659
Stockholders' equity	(206,552)	(199,875)
Total liabilities and stockholders' equity	378,650	359,951
Restricted Subsidiary Eliminations [Member]
Current assets	(27,979)	(19,642)
Property and equipment	0	0
Investment in subsidiaries (equity method)	231,131	217,852
Other assets	(413,282)	(390,723)
Total assets	(210,130)	(192,513)
Current liabilities	(27,979)	(19,642)
Long-term liabilities	(413,282)	(390,723)
Stockholders' equity	231,131	217,852
Total liabilities and stockholders' equity	(210,130)	(192,513)
Quicksilver And Restricted Subsidiaries [Member]
Current assets	293,006	393,713
Property and equipment	797,520	779,173
Investment in subsidiaries (equity method)	(1,345)	(33,840)
Other assets	90,463	114,961
Total assets	1,179,644	1,254,007
Current liabilities	126,049	134,010
Long-term liabilities	2,109,530	2,113,221
Stockholders' equity	(1,055,935)	(993,224)
Total liabilities and stockholders' equity	1,179,644	1,254,007
Unrestricted Non-Guarantor Subsidiaries [Member]
Current assets	46	909
Property and equipment	0	0
Investment in subsidiaries (equity method)	(1,345)	(33,840)
Other assets	0	0
Total assets	(1,299)	(32,931)
Current liabilities	25	888
Long-term liabilities	0	0
Stockholders' equity	(1,324)	(33,819)
Total liabilities and stockholders' equity	(1,299)	(32,931)
Fortune Creek [Member]
Current assets	1,218	1,110
Property and equipment	77,598	81,632
Investment in subsidiaries (equity method)	0	0
Other assets	0	0
Total assets	78,816	82,742
Current liabilities	1,778	1,671
Long-term liabilities	1,506	1,546
Stockholders' equity	75,532	79,525
Total liabilities and stockholders' equity	78,816	82,742
Consolidating Eliminations [Member]
Current assets	(24)	(1,772)
Property and equipment	0	0
Investment in subsidiaries (equity method)	2,690	67,680
Other assets	0	0
Total assets	2,666	65,908
Current liabilities	(24)	(1,772)
Long-term liabilities	96,328	126,132
Stockholders' equity	(93,638)	(58,452)
Total liabilities and stockholders' equity	$ 2,666	$ 65,908

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Long-Term Debt Long-Term Debt (Minimum Required Interest Coverage Ratio) (Details) (Minimum [Member], Combined Credit Agreements [Member])	3 Months Ended
	Mar. 31, 2014
Q2 2014 [Member]
Debt Instrument [Line Items]
Interest coverage ratio	1.10
Q3 2014 [Member]
Debt Instrument [Line Items]
Interest coverage ratio	1.10
Q4 2014 [Member]
Debt Instrument [Line Items]
Interest coverage ratio	1.10
Q1 2015 [Member]
Debt Instrument [Line Items]
Interest coverage ratio	1.10
Q2 2015 [Member]
Debt Instrument [Line Items]
Interest coverage ratio	1.15
Q3 2015 [Member]
Debt Instrument [Line Items]
Interest coverage ratio	1.15
Q4 2015 [Member]
Debt Instrument [Line Items]
Interest coverage ratio	1.20
Q1 2016 [Member]
Debt Instrument [Line Items]
Interest coverage ratio	1.50
Q2 2016 [Member]
Debt Instrument [Line Items]
Interest coverage ratio	2.00

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Derivatives And Fair Value Measurements Derivatives, Investments And Fair Value Measurements (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2014
Fixed Income Securities [Member]
Schedule of Held-to-maturity Securities [Line Items]
Held-to-maturity Securities, Amortized Cost before Other than Temporary Impairment	$ 3,508
Held-to-maturity Securities, Unrecognized Holding Gain	0
Held-to-maturity Securities, Unrecognized Holding Loss	(9)
Held-to-maturity Securities, Fair Value	3,499
Commercial Paper, Not Included with Cash and Cash Equivalents [Member]
Schedule of Held-to-maturity Securities [Line Items]
Held-to-maturity Securities, Amortized Cost before Other than Temporary Impairment	93,933
Held-to-maturity Securities, Unrecognized Holding Gain	15
Held-to-maturity Securities, Unrecognized Holding Loss	(5)
Held-to-maturity Securities, Fair Value	93,943
Debt Securities [Member]
Schedule of Held-to-maturity Securities [Line Items]
Held-to-maturity Securities, Amortized Cost before Other than Temporary Impairment	97,441
Held-to-maturity Securities, Unrecognized Holding Gain	15
Held-to-maturity Securities, Unrecognized Holding Loss	(14)
Held-to-maturity Securities, Fair Value	$ 97,442

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Condensed Consolidating Financial Information (Schedule of Condensed Consolidated Statements of Cash Flows) (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2014	Mar. 31, 2013
Schedule of Equity Method Investments [Line Items]
Net cash flow provided (used) by operating activities	$ (19,984)	$ (14,394)
Purchases of property, plant and equipment	(38,729)	(27,442)
Investment in subsidiary	0
Proceeds from sale of properties and equipment	1,026	608
Payments to acquire marketable securities	(55,682)	0
Proceeds from Sale and Maturity of Marketable Securities	124,694
Net cash used by investing activities	31,309	(26,834)
Issuance of debt	0	54,040
Repayments of debt	0	(4,011)
Debt issuance costs	(162)	0
Intercompany note	0
Intercompany financing	0
Contribution received	0
Distribution of Fortune Creek Partnership funds	(29,472)	(3,198)
Purchase of treasury stock	(2,271)	(1,007)
Net cash flow provided (used) by financing activities	(31,905)	45,824
Effect of exchange rates on cash	731	303
Net increase (decrease) in cash and equivalents	(19,849)	4,899
Cash and cash equivalents at beginning of period	89,103	4,951
Cash and cash equivalents at end of period	69,254	9,850
Quicksilver Resources Inc. [Member]
Schedule of Equity Method Investments [Line Items]
Net cash flow provided (used) by operating activities	(29,198)	(27,331)
Purchases of property, plant and equipment	(28,772)	(18,824)
Investment in subsidiary	(7,385)
Proceeds from sale of properties and equipment	910	591
Payments to acquire marketable securities	(55,682)
Proceeds from Sale and Maturity of Marketable Securities	124,694
Net cash used by investing activities	33,765	(18,233)
Issuance of debt		51,000
Repayments of debt		0
Debt issuance costs	(162)
Intercompany note	(22,559)
Distribution of Fortune Creek Partnership funds	0	0
Purchase of treasury stock	(2,271)	(1,007)
Net cash flow provided (used) by financing activities	(24,992)	49,993
Effect of exchange rates on cash	0	0
Net increase (decrease) in cash and equivalents	(20,425)	4,429
Cash and cash equivalents at beginning of period	83,893	4,618
Cash and cash equivalents at end of period	63,468	9,047
Restricted Guarantor Subsidiaries [Member]
Schedule of Equity Method Investments [Line Items]
Net cash flow provided (used) by operating activities	14	4
Purchases of property, plant and equipment	(14)	(4)
Investment in subsidiary	0
Proceeds from sale of properties and equipment	0	0
Payments to acquire marketable securities	0
Proceeds from Sale and Maturity of Marketable Securities	0
Net cash used by investing activities	(14)	(4)
Issuance of debt		0
Repayments of debt		0
Debt issuance costs	0
Intercompany note	0
Distribution of Fortune Creek Partnership funds	0	0
Purchase of treasury stock	0	0
Net cash flow provided (used) by financing activities	0	0
Effect of exchange rates on cash	0	0
Net increase (decrease) in cash and equivalents	0	0
Cash and cash equivalents at beginning of period	0	0
Cash and cash equivalents at end of period	0	0
Restricted Non-Guarantor Subsidiaries [Member]
Schedule of Equity Method Investments [Line Items]
Net cash flow provided (used) by operating activities	9,075	10,648
Purchases of property, plant and equipment	(9,934)	(8,110)
Investment in subsidiary	(26,395)
Proceeds from sale of properties and equipment	116	17
Payments to acquire marketable securities	0
Proceeds from Sale and Maturity of Marketable Securities	0
Net cash used by investing activities	(36,213)	(8,093)
Issuance of debt		3,040
Repayments of debt		(4,011)
Debt issuance costs	0
Intercompany note	22,559
Intercompany financing	7,385
Distribution of Fortune Creek Partnership funds	0	0
Purchase of treasury stock	0	0
Net cash flow provided (used) by financing activities	29,944	(971)
Effect of exchange rates on cash	(2,357)	(1,584)
Net increase (decrease) in cash and equivalents	449	0
Cash and cash equivalents at beginning of period	4,135	0
Cash and cash equivalents at end of period	4,584	0
Restricted Subsidiary Eliminations [Member]
Schedule of Equity Method Investments [Line Items]
Investment in subsidiary	7,385
Net cash used by investing activities	7,385
Debt issuance costs	0
Intercompany note	0
Intercompany financing	(7,385)
Distribution of Fortune Creek Partnership funds	0
Purchase of treasury stock	0
Net cash flow provided (used) by financing activities	(7,385)
Net increase (decrease) in cash and equivalents	0
Cash and cash equivalents at beginning of period	0
Cash and cash equivalents at end of period	0
Quicksilver And Restricted Subsidiaries [Member]
Schedule of Equity Method Investments [Line Items]
Net cash flow provided (used) by operating activities	(20,109)	(16,679)
Purchases of property, plant and equipment	(38,720)	(26,938)
Investment in subsidiary	(26,395)
Proceeds from sale of properties and equipment	1,026	608
Payments to acquire marketable securities	(55,682)
Proceeds from Sale and Maturity of Marketable Securities	124,694
Net cash used by investing activities	4,923	(26,330)
Issuance of debt		54,040
Repayments of debt		(4,011)
Debt issuance costs	(162)
Intercompany note	0
Distribution of Fortune Creek Partnership funds	0	0
Purchase of treasury stock	(2,271)	(1,007)
Net cash flow provided (used) by financing activities	(2,433)	49,022
Effect of exchange rates on cash	(2,357)	(1,584)
Net increase (decrease) in cash and equivalents	(19,976)	4,429
Cash and cash equivalents at beginning of period	88,028	4,618
Cash and cash equivalents at end of period	68,052	9,047
Unrestricted Non-Guarantor Subsidiaries [Member]
Schedule of Equity Method Investments [Line Items]
Net cash flow provided (used) by operating activities	0	0
Purchases of property, plant and equipment	0	0
Investment in subsidiary	(26,395)
Proceeds from sale of properties and equipment	0	0
Payments to acquire marketable securities	0
Proceeds from Sale and Maturity of Marketable Securities	0
Net cash used by investing activities	(26,395)	0
Issuance of debt		0
Repayments of debt		0
Debt issuance costs	0
Intercompany note	0
Contribution received	26,395
Distribution of Fortune Creek Partnership funds	0	0
Purchase of treasury stock	0	0
Net cash flow provided (used) by financing activities	26,395	0
Effect of exchange rates on cash	(1)	0
Net increase (decrease) in cash and equivalents	(1)	0
Cash and cash equivalents at beginning of period	22	0
Cash and cash equivalents at end of period	21	0
Fortune Creek [Member]
Schedule of Equity Method Investments [Line Items]
Net cash flow provided (used) by operating activities	125	2,285
Purchases of property, plant and equipment	(9)	(504)
Investment in subsidiary	0
Proceeds from sale of properties and equipment	0	0
Payments to acquire marketable securities	0
Proceeds from Sale and Maturity of Marketable Securities	0
Net cash used by investing activities	(9)	(504)
Issuance of debt		0
Repayments of debt		0
Debt issuance costs	0
Intercompany note	0
Contribution received	26,395
Distribution of Fortune Creek Partnership funds	(29,472)	(3,198)
Purchase of treasury stock	0	0
Net cash flow provided (used) by financing activities	(3,077)	(3,198)
Effect of exchange rates on cash	3,089	1,887
Net increase (decrease) in cash and equivalents	128	470
Cash and cash equivalents at beginning of period	1,053	333
Cash and cash equivalents at end of period	1,181	803
Consolidating Eliminations [Member]
Schedule of Equity Method Investments [Line Items]
Investment in subsidiary	52,790
Net cash used by investing activities	52,790
Contribution received	(52,790)
Net cash flow provided (used) by financing activities	(52,790)
Effect of exchange rates on cash	0
Net increase (decrease) in cash and equivalents	0
Cash and cash equivalents at beginning of period	0
Cash and cash equivalents at end of period	$ 0

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Quicksilver Stockholders' Equity (Stock Option Activity) (Details) (USD $)	3 Months Ended
	Mar. 31, 2014	Mar. 31, 2013
Equity Option [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Allocated Share-based Compensation Expense	$ 500,000	$ 1,000,000
Outstanding at end of period, Shares	6,300,000
Stock Options [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Outstanding at beginning of period, Shares	6,771,578
Expired, Shares	(20,719)
Outstanding at end of period, Shares	6,750,859
Outstanding at beginning of period, Wtd Avg Exercise Price	$ 7.82
Exercisable at end of period, Shares	5,323,678
Expired, Wtd Avg Exercise Price	$ 9.85
Outstanding at end of period, Wtd Avg Exercise Price	$ 7.81
Exercisable at end of period, Wtd Avg Exercise Price	$ 9.19
Outstanding at end of period, Wtd Avg Remaining Contractual Life, Years	5 years 331 days
Exercisable at end of period, Wtd Avg Remaining Contractual Life, Years	5 years 28 days
Outstanding at end of period, Aggregate Intrinsic Value	1,409,000
Exercisable at end of period, Aggregate Intrinsic Value	$ 282,000

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Divestitures

3 Months Ended

Mar. 31, 2014

Discontinued Operations and Disposal Groups [Abstract]

Divestitures

DIVESTITURES

In May 2014, we completed the sale of our Niobrara Asset to Southwestern Energy Company for cash proceeds of $93.5 million. We expect that the Southwestern Transaction will not represent a significant disposal of reserves under GAAP, therefore we will reduce the balance of U.S. oil and gas properties by the amount of these proceeds and we will not recognize a gain or a loss.

In April 2013, we sold an undivided 25% interest in our Barnett Shale Asset to TGBR for a purchase price of $485 million. The effective date of the transaction was September 1, 2012. The purchase price was subject to customary price adjustments, which resulted in a final purchase price of $464.0 million. We recognized a gain of $339.3 million before consideration of income taxes as a result of this transaction based on our determination that the Tokyo Gas Transaction represented a significant disposal of reserves. Our U.S. oil and gas properties were reduced by $110.7 million as a result of the Tokyo Gas Transaction.

Note 3 to the consolidated financial statements in our 2013 Annual Report on Form 10-K contains additional information on other divestitures.

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Income Taxes Valuation Allowance (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2014
UNITED STATES
Valuation Allowance [Line Items]
Tax Valuation Allowance Expense, Federal	$ 370.4
CANADA
Valuation Allowance [Line Items]
Tax Valuation Allowance Expense, Federal	$ 62.8

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Supplemental Cash Flow Information (Tables)

3 Months Ended

Mar. 31, 2014

Supplemental Cash Flow Information [Abstract]

Cash Paid Or Received For Interest And Income Taxes

	For the Three Months Ended March 31,
	2014			2013
	(In thousands)
Interest, net of capitalized interest	$	49,103		$	69,633
Income taxes	(7,951		)	35

Other Significant Non-cash Transactions

	For the Three Months Ended March 31,
	2014		2013
	(In thousands)
Working capital related to capital expenditures	$	13,128	$	8,964

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Segment Information (Tables)

3 Months Ended

Mar. 31, 2014

Segment Reporting [Abstract]

Operating Income And Property And Equipment Costs Incurred

	Exploration & Production													Quicksilver Consolidated
	U.S.		Canada			Midstream		Corporate			Elimination
For the Three Months Ended March 31:	(In thousands)
2014
Revenue	$	62,903	$	27,962		$	5,863	$	—		$	(4,942	)	$	91,786
DD&A	7,379		4,827			1,243		506			—			13,955
Operating income (loss)	2,181		(611		)	3,201		(15,825		)	—			(11,054		)
Property and equipment costs incurred	33,216		8,954			11		91			—			42,272
2013
Revenue	$	81,553	$	36,260		$	6,215	$	—		$	(5,325	)	$	118,703
DD&A	13,128		3,190			1,340		598			—			18,256
Operating income (loss)	6,922		2,841			3,124		(16,761		)	—			(3,874		)
Property and equipment costs incurred	20,553		3,064			80		640			—			24,337
Property, plant and equipment-net
March 31, 2014	$	476,579	$	300,837		$	92,758	$	4,944		$	—		$	875,118
December 31, 2013	451,840		306,423			97,118		5,424			—			860,805
Total assets
March 31, 2014	770,747		378,650			105,486		4,944			—			$	1,259,827
December 31, 2013	895,388		359,951			108,963		5,424			—			1,369,726

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Transactions With Related Parties (Details) (USD $)	3 Months Ended			1 Months Ended	3 Months Ended	1 Months Ended	3 Months Ended
	Mar. 31, 2014 Mercury Exploration Company [Member]	Mar. 31, 2013 Mercury Exploration Company [Member]	Mar. 31, 2014 Darden Family [Member]	Mar. 31, 2014 Thomas F. Darden [Member]	Mar. 31, 2014 Thomas F. Darden [Member]	Mar. 31, 2014 Restricted Stock [Member] Thomas F. Darden [Member]	Mar. 31, 2013 Use Of Airplane [Member] Darden Family [Member]
Related Party Transaction [Line Items]
Revenue from Related Parties	$ 100,000	$ 100,000
Consulting fee payments					135,000
Office allowance payments					37,500
COBRA payments					39,000
Cash bonus				286,650
Vested equity awards						72,662
Percentage of ownership interest			30.00%
Payments to related parties							300,000
Options issued, fair value				$ 191,100

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Fortune Creek (Details) (CAD)	3 Months Ended
	Mar. 31, 2014
Capital Contribution, Fortune Creek	28,000,000
Reduction in Gathering Rate, Fortune Creek	0.13
KKR [Member]
Dedicated years for gas production	10
Payments to acquire interest in joint venture	125,000,000
Percentage of interest by parent in the partnership	50.00%

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Divestitures Divestitures (Details) (USD $) In Millions, unless otherwise specified			3 Months Ended
	May 01, 2014 Sandwash Basin [Member]	Apr. 30, 2013 Barnett Shale [Member]	Jun. 30, 2013 Tokyo Gas [Member]
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Equity Method Investment, Ownership Percentage		25.00%
PurchasePricePriorToAdjustments		$ 485
Significant Acquisitions and Disposals, Acquisition Costs or Sale Proceeds	93.5	464.0
Significant Acquisitions and Disposals, Gain (Loss) on Sale or Disposal, Pretax		339.3
Oil and Gas Property Decrease due to Gain			$ 110.7

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Derivatives And Fair Value Measurements (Narrative) (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2014	Mar. 31, 2013
Gains and losses from the effective portion of derivative assets and liabilities held in AOCI expected to be reclassified into earnings	$ 23.9
Interest Rate Cash Flow Hedge Gain (Loss) Reclassified to Earnings, Net	0.5	1.3
Reduction Of Interest Expense Over Life Of Debt Instruments, next 12 months	$ 2.1
Fair Value Inputs, Level 3 [Member]
Natural gas hedges original tenure	10 years
Fair Value Inputs, Level 3 [Member] | Maximum [Member]
Unobservable inputs included within the fair value calculation	5.14
Fair Value Inputs, Level 3 [Member] | Minimum [Member]
Unobservable inputs included within the fair value calculation	4.01

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Accounting Policies And Disclosures

3 Months Ended

Mar. 31, 2014

Accounting Policies [Abstract]

Accounting Policies And Disclosures

ACCOUNTING POLICIES, DISCLOSURES AND NATURE OF OPERATIONS

The accompanying condensed consolidated interim financial statements have not been audited. In management’s opinion, the accompanying condensed consolidated interim financial statements contain all adjustments necessary to fairly present our financial position as of March 31, 2014 and our results of operations and cash flows for the periods presented. All such adjustments are of a normal recurring nature unless otherwise noted. The results for interim periods are not necessarily indicative of annual results.

The preparation of financial statements in conformity with GAAP requires us to make estimates and assumptions that affect the reported amounts of certain assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expense during each reporting period. We believe our estimates and assumptions are reasonable; however, such estimates and assumptions are subject to a number of risks and uncertainties, which may cause actual results to differ materially from management’s estimates.

Certain disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted. Accordingly, these financial statements should be read in conjunction with our consolidated financial statements and notes thereto included in our 2013 Annual Report on Form 10-K.

We project that we will comply with the financial maintenance covenants associated with our Combined Credit Agreements through the end of 2014, however we do not expect to exceed the required levels by a significant margin, and we may have to reduce costs in response to commodity price changes or other factors should they arise. In addition, due to more stringent financial maintenance covenants that take effect in 2015, absent an improvement in natural gas and NGL prices, significant deleveraging from a strategic transaction, reduced interest costs on our debt through refinancing or significant reductions to our operating costs, we may not comply with our interest coverage requirement under our Combined Credit Agreements and expect that we would need to seek additional covenant relief under the Combined Credit Agreements. We can provide no assurance that we would be successful in obtaining waivers or amendments. We are currently pursuing a transaction involving our Horn River Asset. Any transaction involving our Horn River Asset is likely to result in cash proceeds to us and a reduction in our capital expenditures and liquidity requirements, however we may be unsuccessful in completing such transaction.

Recently Issued Accounting Standards

Accounting standards-setting organizations frequently issue new or revised accounting rules. We regularly review all new pronouncements to determine their impact, if any, on our financial statements. No pronouncements materially affecting our financial statements have been issued since the filing of our 2013 Annual Report on Form 10-K.

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Derivatives And Fair Value Measurements (Estimated Fair Value Of Derivative Instruments Under Input Levels) (Details) (USD $) In Thousands, unless otherwise specified	Mar. 31, 2014	Dec. 31, 2013
Asset Derivatives [Member]
Derivatives, Fair Value [Line Items]
Estimated fair value of derivative instruments	$ 94,259	$ 130,880
Asset Derivatives [Member] | Fair Value Inputs, Level 2 [Member] | Commodity Contracts [Member]
Derivatives, Fair Value [Line Items]
Estimated fair value of derivative instruments	85,630	107,395
Asset Derivatives [Member] | Fair Value Inputs, Level 3 [Member] | Commodity Contracts [Member]
Derivatives, Fair Value [Line Items]
Estimated fair value of derivative instruments	8,629	23,485
Liability Derivatives [Member]
Derivatives, Fair Value [Line Items]
Estimated fair value of derivative instruments	9,721	3,448
Liability Derivatives [Member] | Fair Value Inputs, Level 2 [Member] | Commodity Contracts [Member]
Derivatives, Fair Value [Line Items]
Estimated fair value of derivative instruments	8,293	3,448
Liability Derivatives [Member] | Fair Value Inputs, Level 3 [Member] | Commodity Contracts [Member]
Derivatives, Fair Value [Line Items]
Estimated fair value of derivative instruments	$ 1,428	$ 0

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Long-Term Debt (Schedule Of Long-Term Debt Instruments) (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2014	Dec. 31, 2013
Debt Instrument [Line Items]
Document Period End Date	Mar. 31, 2014
Long-term Debt	$ 1,982,067	$ 1,984,144
Deferred Gain (Loss) on Discontinuation of Interest Rate Fair Value Hedge	4,311	4,802
Long-term Debt, Excluding Current Maturities	1,986,378	1,988,946
Combined Credit Agreements [Member]
Debt Instrument [Line Items]
Line of Credit Facility, Amount Outstanding	207,746	211,200
Senior Secured Second Lien Credit Facility [Member]
Debt Instrument [Line Items]
Secured Long-term Debt, Noncurrent	608,221	607,572
Senior Secured Second Lien Term Loan Due 2019 [Member]
Debt Instrument [Line Items]
Secured Long-term Debt, Noncurrent	194,631	194,423
Senior Notes Due 2015 [Member]
Debt Instrument [Line Items]
Senior Notes	10,478	10,472
Senior Notes Due 2016 [Member]
Debt Instrument [Line Items]
Senior Notes	8,056	8,044
Senior Notes Due 2019 [Member]
Debt Instrument [Line Items]
Senior Notes	293,405	293,243
Senior Notes Due 2021 [Member]
Debt Instrument [Line Items]
Senior Notes	309,530	309,190
Senior Subordinated Notes [Member]
Debt Instrument [Line Items]
Subordinated Long-term Debt, Noncurrent	$ 350,000	$ 350,000

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Segment Information (Operating Income And Property And Equipment Costs Incurred) (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2014	Mar. 31, 2013	Dec. 31, 2013
Segment Reporting Information [Line Items]
Number of geographical segments	2
Revenue	$ 91,786	$ 118,703
Depletion, depreciation and accretion	13,955	18,256
Operating income (loss)	(11,054)	(3,874)
Property and equipment costs incurred	42,272	24,337
Property, plant and equipment - net	875,118		860,805
Total assets	1,259,827		1,369,726
UNITED STATES
Segment Reporting Information [Line Items]
Revenue	62,903	81,553
Depletion, depreciation and accretion	7,379	13,128
Operating income (loss)	2,181	6,922
Property and equipment costs incurred	33,216	20,553
Property, plant and equipment - net	476,579		451,840
Total assets	770,747		895,388
CANADA
Segment Reporting Information [Line Items]
Revenue	27,962	36,260
Depletion, depreciation and accretion	4,827	3,190
Operating income (loss)	(611)	2,841
Property and equipment costs incurred	8,954	3,064
Property, plant and equipment - net	300,837		306,423
Total assets	378,650		359,951
Midstream [Member]
Segment Reporting Information [Line Items]
Revenue	5,863	6,215
Depletion, depreciation and accretion	1,243	1,340
Operating income (loss)	3,201	3,124
Property and equipment costs incurred	11	80
Property, plant and equipment - net	92,758		97,118
Total assets	105,486		108,963
Corporate [Member]
Segment Reporting Information [Line Items]
Revenue	0	0
Depletion, depreciation and accretion	506	598
Operating income (loss)	(15,825)	(16,761)
Property and equipment costs incurred	91	640
Property, plant and equipment - net	4,944		5,424
Total assets	4,944		5,424
Elimination [Member]
Segment Reporting Information [Line Items]
Revenue	(4,942)	(5,325)
Depletion, depreciation and accretion	0	0
Operating income (loss)	0	0
Property and equipment costs incurred	0	0
Property, plant and equipment - net	0		0
Total assets	$ 0		$ 0

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Condensed Consolidated Statements of Income (Loss) and Comprehensive Income (Loss) (USD $) In Thousands, except Per Share data, unless otherwise specified	3 Months Ended
	Mar. 31, 2014		Mar. 31, 2013
Revenue
Production	$ 115,676		$ 132,614
Sales of purchased natural gas	17,222		16,558
Net derivative losses	(42,033)		(31,369)
Other	921		900
Total revenue	91,786		118,703
Operating expense
Lease operating	18,757		24,895
Gathering, processing and transportation	32,783		39,824
Production and ad valorem taxes	4,184		5,484
Costs of purchased natural gas	17,192		16,518
Depletion, depreciation and accretion	13,955		18,256
General and administrative	15,320		16,163
Other operating	649		1,437
Total expense	102,840		122,577
Operating income (loss)	(11,054)		(3,874)
Other income - net	69		(150)
Fortune Creek accretion	(4,401)		(4,845)
Interest expense	(40,796)		(43,942)
Income (loss) before income taxes	(56,182)		(52,811)
Income tax (expense) benefit	(2,651)		(6,896)
Net income (loss)	(58,833)		(59,707)
Net Income (Loss) Attributable to Parent	(58,833)		(59,707)
Reclassification adjustments related to settlements of derivative contracts into production revenue- net of income tax	(7,850)		(14,755)
Foreign currency translation adjustment	(4,255)		301
Other comprehensive income (loss)	(12,105)		(14,454)
Comprehensive income (loss)	$ (70,938)		$ (74,161)
Earnings (loss) per common share - basic	$ (0.34)		$ (0.35)
Earnings (loss) per common share - diluted	$ (0.34)	[1]	$ (0.35)	[1]

[1] For the three months ended March 31, 2014, 6.8 million shares associated with our stock options and 0.3 million shares associated with our unvested RSUs were antidilutive and, therefore, excluded from the diluted share calculations. For the three months ended March 31, 2013, 5.0 million shares associated with our stock options and 0.9 million shares associated with our unvested RSUs were antidilutive and, therefore, excluded from the diluted share calculations.

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Quicksilver Stockholders' Equity (Narrative) (Details) (USD $) In Millions, except Share data, unless otherwise specified			3 Months Ended
	Mar. 31, 2014	Dec. 31, 2013	Mar. 31, 2014 Restricted Stock [Member]	Mar. 31, 2013 Restricted Stock [Member]	Mar. 31, 2014 Equity Option [Member]	Mar. 31, 2013 Equity Option [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Common stock, shares authorized	400,000,000	400,000,000
Shares of common stock outstanding	177,400,000	177,300,000
Common stock, par value	$ 0.01	$ 0.01
Preferred stock, shares authorized	10,000,000	10,000,000
Preferred stock, shares outstanding	0	0
Preferred stock, par value	$ 0.01	$ 0.01
Total intrinsic values of options					6,300,000
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized			$ 11.0		$ 1.6
Share Based Compensation Nonvested Awards Total Compensation Cost Not Yet Recognized Period For Recognition			March 2017		August 2016
Estimated grant date fair value			2.0
Fair value of RSUs settled in cash			2.8
Allocated Share-based Compensation Expense			3.7	4.5	0.5	1.0
Total fair value of shares vested			$ 9.4
Common stock, shares issued	184,761,865	183,994,879
Treasury stock, shares	7,404,835	6,698,640

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Condensed Consolidated Statements Of Equity (Parenthetical) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2014	Mar. 31, 2013
Statement of Stockholders' Equity [Abstract]
Income tax effect related to hedge derivative contract settlements reclassified into earnings from accumulated other comprehensive income	$ (2,426)	$ (6,944)
Income tax effect related to net change in derivative fair value	$ 0	$ 0

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Derivatives And Fair Value Measurements (Estimated Fair Value Of Derivative Instruments) (Details) (USD $) In Thousands, unless otherwise specified	Mar. 31, 2014	Dec. 31, 2013
Derivatives, Fair Value [Line Items]
Current derivative assets	$ 43,379	$ 57,523
Noncurrent derivative assets	50,880	73,357
Current derivative liabilities	9,540	3,125
Noncurrent derivative liabilities	181	323
Asset Derivatives [Member]
Derivatives, Fair Value [Line Items]
Total derivative assets	140,398	165,378
Liability Derivatives [Member]
Derivatives, Fair Value [Line Items]
Total derivative liabilities	55,860	37,946
Not Designated as Hedging Instrument [Member] | Asset Derivatives [Member]
Derivatives, Fair Value [Line Items]
Current derivative assets	50,012	60,063
Noncurrent derivative assets	90,132	105,315
Current derivative liabilities	0	0
Noncurrent derivative liabilities	254	0
Not Designated as Hedging Instrument [Member] | Liability Derivatives [Member]
Derivatives, Fair Value [Line Items]
Current derivative assets	6,633	2,540
Noncurrent derivative assets	39,252	31,958
Current derivative liabilities	9,540	3,125
Noncurrent derivative liabilities	$ 435	$ 323

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Derivatives And Fair Value Measurements (Tables)

3 Months Ended

Mar. 31, 2014

Credit Risk Derivatives, at Fair Value, Net [Abstract]

Estimated Fair Value Of Derivative Instruments Under Input Levels

	Asset Derivatives				Liability Derivatives
	March 31, 2014		December 31, 2013		March 31, 2014		December 31, 2013
	(in thousands)				(in thousands)
Level 2 derivative instruments	$	85,630	$	107,395	$	8,293	$	3,448
Level 3 derivative instruments	8,629		23,485		1,428		—
Total	$	94,259	$	130,880	$	9,721	$	3,448

Changes In Level 3 Fair Values

	For the Three Months Ended March 31,
	2014			2013
	(In thousands)
Balance at beginning of period	$	23,485		$	(4,931	)
Total gains (losses) for the period:
Unrealized loss on derivatives	(17,883		)	(18		)
Settlements in net derivative gains (losses)	1,599			(4,088		)
Balance at end of period	$	7,201		$	(9,037	)
Total losses included in net derivative losses attributable to the change in unrealized losses related to assets still held at the reporting date	$	(15,576	)	$	(92	)

Held-to-maturity Securities [Table Text Block]

	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Fair Market Value
	(In thousands)
Marketable securities (held-to-maturity)
Time deposits	$	3,508	$	—	$	(9	)	$	3,499
Commercial paper	93,933		15		(5		)	93,943
Marketable securities	$	97,441	$	15	$	(14	)	$	97,442

Price Collars And Swaps For Anticipated Natural Gas And NGL Production

Production Year	Daily Production Volume
	Natural Gas	NGL	Natural Gas Basis Swaps
	MMcfd	MBbld	MMcfd
Remaining 2014 (1)	170	4	40
2015	150	—	—
2016-2021	40	—	—

⁽¹⁾  Our 2014 NGL derivatives end in September. Our natural gas derivatives and AECO to NYMEX natural gas basis swaps are in place for the whole of 2014.

Estimated Fair Value Of Derivative Instruments

	Asset Derivatives				Liability Derivatives
	March 31, 2014		December 31, 2013		March 31, 2014		December 31, 2013
	(In thousands)				(In thousands)
Derivatives not designated as hedges:
Commodity contracts reported in:
Current derivative assets	$	50,012	$	60,063	$	6,633	$	2,540
Noncurrent derivative assets	90,132		105,315		39,252		31,958
Current derivative liabilities	—		—		9,540		3,125
Noncurrent derivative liabilities	254		—		435		323
Total derivatives not designated as hedges	$	140,398	$	165,378	$	55,860	$	37,946

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Derivatives And Fair Value Measurements (Carrying Value Of Derivatives) (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2014	Mar. 31, 2013
Derivatives, Fair Value [Line Items]
Settlements in production revenue	$ (7,850)	$ (14,755)

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Long-Term Debt (Tables)

3 Months Ended

Mar. 31, 2014

Long-term Debt, Other Disclosures [Abstract]

Schedule Of Long-Term Debt Instruments

	March 31, 2014		December 31, 2013
	(in thousands)
Combined Credit Agreements	$	207,746	$	211,200
Second Lien Term Loan, net of unamortized discount	608,221		607,572
Second Lien Notes due 2019, net of unamortized discount	194,631		194,423
Senior notes due 2015, net of unamortized discount	10,478		10,472
Senior notes due 2016, net of unamortized discount	8,056		8,044
Senior notes due 2019, net of unamortized discount	293,405		293,243
Senior notes due 2021, net of unamortized discount	309,530		309,190
Senior subordinated notes due 2016	350,000		350,000
Total debt	1,982,067		1,984,144
Unamortized deferred gain-terminated interest rate swaps	4,311		4,802
Long-term debt	$	1,986,378	$	1,988,946

Schedule of Outstanding Debt

	Priority on Collateral and Structural Seniority (1)
	Highest priority								Lowest priority
	First Lien		Second Lien		Senior Unsecured				Senior Subordinated
	Combined Credit Agreements		Second Lien Term Loan	Second Lien Notes due 2019	2015 Senior Notes	2016 Senior Notes	2019 Senior Notes	2021 Senior Notes	Senior Subordinated Notes
Principal amount (1) (2)	$350 million		$625 million	$200 million	$11 million	$8 million	$298 million	$325 million	$350 million
Scheduled maturity date (3)	September 6, 2016		June 21, 2019	June 21, 2019	August 1, 2015	January 1, 2016	August 15, 2019	July 1, 2021	April 1, 2016
Interest rate on outstanding borrowings at March 31, 2014 (4)	3.99%		7.00%	7.00%	8.25%	11.75%	9.125%	11.00%	7.125%
Base interest rate options (5) (6)	LIBOR, ABR, CDOR		LIBOR floor of 1.25%; ABR floor of 2.25%	LIBOR floor of 1.25%	N/A	N/A	N/A	N/A	N/A
Financial covenants (7) (9)	- Minimum current ratio of 1.0 - Minimum EBITDA to cash interest expense ratio of 1.10 - Maximum senior secured debt leverage ratio of 2.0		N/A	N/A	N/A	N/A	N/A	N/A	N/A
Significant restrictive covenants (8)(9)	- Incurrence of debt - Incurrence of liens - Payment of dividends - Equity purchases - Asset sales - Affiliate transactions - Limitations on derivatives and investments		- Incurrence of debt - Incurrence of liens and 1st lien cap -Payment of dividends - Equity purchases - Asset sales - Affiliate transactions	- Incurrence of debt - Incurrence of liens and 1st lien cap -Payment of dividends - Equity purchases - Asset sales - Affiliate transactions	- Asset sales	- Asset sales	- Incurrence of debt - Incurrence of liens -Payment of dividends - Equity purchases - Asset sales - Affiliate transactions	- Incurrence of debt - Incurrence of liens -Payment of dividends - Equity purchases - Asset sales - Affiliate transactions	- Incurrence of debt - Incurrence of liens -Payment of dividends - Equity purchases - Asset sales - Affiliate transactions
Optional redemption (9)	Any time		Any time, subject to re-pricing event June 21, 2014: 102 2015: 101	Any time, subject to re-pricing event June 21, 2014: 102 2015: 101	August 1, 2013: 101.938 2014: par	July 1, 2013: 105.875 2014: 102.938 2015: par	August 15, 2014: 104.563 2015: 103.042 2016: 101.521 2017: par	July 1, 2019: 102.000 2020: par	April 1, 2013: 101.188 2014: par
Make-whole redemption (9)	N/A		N/A	N/A	N/A	N/A	Callable prior to August 15, 2014 at make-whole call price of Treasury +50 bps	Callable prior to July 1, 2019 at make-whole call price of Treasury +50 bps	N/A
Change of control (9)	Event of default		Put at 101% of principal plus accrued interest	Put at 101% of principal plus accrued interest	Put at 101% of principal plus accrued interest	Put at 101% of principal plus accrued interest	Put at 101% of principal plus accrued interest	Put at 101% of principal plus accrued interest	Put at 101% of principal plus accrued interest
Equity clawback (9)	N/A		N/A	N/A	N/A	N/A	N/A	Redeemable until July 1, 2016 at 111.00%, plus accrued interest for up to 35%	N/A
Estimated fair value (10)	$207.7 million		$610.2 million	$195.3 million	$10.7 million	$8.6 million	$294.3 million	$346.5 million	$337.5 million

⁽¹⁾  Borrowings under the Amended and Restated U.S. Credit Facility, Second Lien Term Loan and Second Lien Notes due 2019 are guaranteed by certain of Quicksilver’s domestic subsidiaries and are secured (on a first priority basis with respect to the Amended and Restated U.S. Credit Facility and on a second priority basis with respect to the Second Lien Term Loan and the Second Lien Notes due 2019) by 100% of the equity interests of each of Cowtown Pipeline Management, Inc., Cowtown Pipeline Funding, Inc., Cowtown Gas Processing L.P., Cowtown Pipeline L.P., Barnett Shale Operating LLC, Silver Stream Pipeline Company LLC, QPP Parent LLC and QPP Holdings LLC (collectively, the “Domestic Pledged Equity”), 65% of the equity interests of Quicksilver Resources Canada Inc. (“Quicksilver Canada”) and Quicksilver Production Partners Operating Ltd. (with respect to the Amended and Restated U.S. Credit Facility, on a ratable basis with borrowings under the Amended and Restated Canadian Credit Facility) and the majority of Quicksilver's domestic proved oil and gas properties and related assets, (the “Domestic Pledged Property”). Borrowings under the Amended and Restated Canadian Credit Facility are guaranteed by Quicksilver and certain of its domestic subsidiaries and are secured by the Domestic Pledged Equity, the Domestic Pledged Property, 100% of the equity interests of Quicksilver Canada (65% of which is on a ratable basis with the borrowings under the Amended and Restated U.S. Credit Facility) and any Canadian restricted subsidiaries, under the Amended and Restated Canadian Credit Facility, and 65% of the equity interests of Quicksilver Production Partners Operating Ltd. (which is on a ratable basis with the borrowings under the Amended and Restated U.S. Credit Facility) and the majority of Quicksilver Canada's oil and gas properties and related assets. The other debt presented is based upon structural seniority and priority of payment.

⁽²⁾  The principal amount for the Combined Credit Agreements represents the global borrowing base as of March 31, 2014.

⁽³⁾  The Combined Credit Agreements are required to be repaid 91 days prior to the maturity of the 2015 Senior Notes, the 2016 Senior Notes, the 2016 Senior Subordinated Notes, the Second Lien Term Loan or the Second Lien Notes due 2019, if on the applicable date any amount of such debt remains outstanding. The Second Lien Term Loan and Second Lien Notes due 2019 are required to be repaid (1) 91 days prior to the maturity of the 2019 Senior Notes if more than $100 million of the 2019 Senior Notes remain outstanding and (2) 91 days prior to the maturity of the 2015 Senior Notes, the 2016 Senior Notes or the 2016 Senior Subordinated Notes if on the applicable date the aggregate amount of all such notes remaining outstanding is greater than $100 million.

⁽⁴⁾  Represents the weighted average borrowing rate payable to lenders.

⁽⁵⁾  Amounts outstanding under the Amended and Restated U.S. Credit Facility bear interest, at our election, at (i) adjusted LIBOR (as defined in the Amended and Restated U.S. Credit Facility) plus an applicable margin between 2.75% and 3.75%, (ii) ABR (as defined in the Amended and Restated U.S. Credit Facility), which is the greatest of (a) the prime rate announced by JPMorgan, (b) the federal funds rate plus 0.50% and (c) adjusted LIBOR for an interest period of one month plus 1.00%, plus, in each case under scenario (ii), an applicable margin between 1.75% and 2.75%. We also pay a per annum fee on the LC Exposure (as defined in the Amended and Restated U.S. Credit Facility) of all letters of credit issued under the Amended and Restated U.S. Credit Facility equal to the applicable margin, with respect to Eurodollar loans, and a commitment fee on the unused availability under the Amended and Restated U.S. Credit Facility of 0.50%.

⁽⁶⁾  Amounts outstanding under the Amended and Restated Canadian Credit Facility bear interest, at our election, at (i) the CDOR Rate (as defined in the Amended and Restated Canadian Credit Facility) plus an applicable margin between 2.75% and 3.75%, (ii) the Canadian Prime Rate (as defined in the Amended and Restated Canadian Credit Facility) plus an applicable margin between 1.75% and 2.75%, (iii) the U.S. Prime Rate (as defined in the Amended and Restated Canadian Credit Facility) plus an applicable margin between 1.75% and 2.75% and (iv) adjusted LIBOR (as defined in the Amended and Restated Canadian Credit Facility) plus an applicable margin between 2.75% and 3.75%. We pay a per annum fee on the LC Exposure (as defined in the Amended and Restated Canadian Credit Facility) of all letters of credit issued under the Amended and Restated Canadian Credit Facility equal to the applicable margin, with respect to Eurodollar loans, and a commitment fee on the unused availability under the Amended and Restated Canadian Credit Facility of 0.50%.

⁽⁷⁾  The future minimum required interest coverage ratio for the Combined Credit Agreement is as follows:

Period	Interest Coverage Ratio	Period	Interest Coverage Ratio
Q2 2014	1.10	Q3 2015	1.15
Q3 2014	1.10	Q4 2015	1.20
Q4 2014	1.10	Q1 2016	1.50
Q1 2015	1.10	Q2 2016	2.00
Q2 2015	1.15

⁽⁸⁾  Our indentures require us to reinvest or repay senior debt with net cash proceeds from asset sales within one year.

⁽⁹⁾  The information presented in this table is qualified in all respects by reference to the full text of the covenants, provisions and related definitions contained in the documents governing the various components of our debt.

⁽¹⁰⁾  The estimated fair value is determined using market quotations based on recent trade activity for fixed rate obligations (“Level 2” inputs). Our Second Lien Term Loan and Second Lien Notes due 2019 feature variable interest rates and we estimate their fair value by using market quotations based on recent trade activity (“Level 3” input). We consider our Combined Credit Agreements which have a variable interest rate to have a fair value equal to their carrying value (“Level 1” input).

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Condensed Consolidated Statements Of Cash Flows (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2014	Mar. 31, 2013
Operating activities:
Net income (loss)	$ 58,833	$ 59,707
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depletion, depreciation and accretion	13,955	18,256
Deferred income tax expense (benefit)	2,426	6,596
Non-cash loss from hedging and derivative activities	32,555	43,920
Stock-based compensation	3,814	5,033
Non-cash interest expense	2,665	1,858
Fortune Creek accretion	4,401	4,845
Other	(407)	925
Changes in assets and liabilities
Accounts receivable	(13,220)	6,730
Prepaid expenses and other assets	518	(190)
Accounts payable	(10,805)	(17,299)
Increase (Decrease) in Income Taxes Payable, Net of Income Taxes Receivable	8,221	354
Accrued and other liabilities	(5,274)	(25,715)
Net cash flow provided by (used in) by operating activities	(19,984)	(14,394)
Investing activities:
Purchases of property, plant and equipment	(38,729)	(27,442)
Proceeds from sale of properties and equipment	1,026	608
Payments to acquire marketable securities	(55,682)	0
Proceeds from Sale and Maturity of Held-to-maturity Securities	124,694	0
Net cash provided by (used in) investing activities	31,309	(26,834)
Financing activities:
Issuance of debt	0	54,040
Repayments of debt	0	(4,011)
Debt issuance costs paid	(162)	0
Distribution of Fortune Creek Partnership funds	(29,472)	(3,198)
Purchase of treasury stock	(2,271)	(1,007)
Net cash provided by financing activities	(31,905)	45,824
Effect of exchange rate changes in cash	731	303
Net increase (decrease) in cash	(19,849)	4,899
Cash at beginning of period	89,103	4,951
Cash at end of period	$ 69,254	$ 9,850

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Condensed Consolidated Balance Sheets (USD $) In Thousands, unless otherwise specified	Mar. 31, 2014	Dec. 31, 2013
Current assets
Cash	$ 69,254	$ 89,103
Marketable Securities, Current	97,441	166,343
Cash, Cash Equivalents, and Short-term Investments	166,695	255,446
Accounts receivable - net of allowance for doubtful accounts	63,426	58,645
Derivative assets at fair value	43,379	57,523
Other current assets	20,746	22,346
Total current assets	294,246	393,960
Property, plant and equipment - net
Oil and gas properties, full cost method (including unevaluated costs of $217,481 and $221,605, respectively)	662,393	640,443
Property, Plant and Equipment, Other, Net	212,725	220,362
Property, plant and equipment, net of accumulated depletion and depreciation	875,118	860,805
Derivative assets at fair value	50,880	73,357
Other assets	39,583	41,604
Total assets	1,259,827	1,369,726
Current liabilities
Accounts payable	20,782	28,822
Accrued liabilities	97,506	102,850
Derivative liabilities at fair value	9,540	3,125
Total current liabilities	127,828	134,797
Long-term debt	1,986,378	1,988,946
Partnership liability	96,328	126,132
Asset retirement obligations	105,235	106,256
Derivative liabilities at fair value	181	323
Other liabilities	19,242	19,242
Commitments and contingencies (Note 7)
Stockholders' equity
Preferred stock, par value $0.01, 10,000,000 shares authorized, none outstanding	0	0
Common stock, $0.01 par value, 400,000,000 shares authorized, and 184,761,865 and 183,994,879 shares issued, respectively	1,848	1,840
Paid in capital in excess of par value	773,898	770,092
Treasury stock of 7,404,835 and 6,698,640 shares, respectively	(53,693)	(51,422)
Accumulated other comprehensive income	97,776	109,881
Retained deficit	(1,895,194)	(1,836,361)
Total stockholders' equity	(1,075,365)	(1,005,970)
Total liabilities and stockholders' equity	$ 1,259,827	$ 1,369,726

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Earnings Per Share

3 Months Ended

Mar. 31, 2014

Earnings Per Share [Abstract]

Earnings Per Share

EARNINGS PER SHARE

The following is a reconciliation of the numerator and denominator used for the computation of basic and diluted net income (loss) per common share.

	For the Three Months Ended March 31,
	2014			2013
	(In thousands, except per share data)
Net loss attributable to Quicksilver	$	(58,833	)	$	(59,707	)
Basic income allocable to participating securities (1)	$	—		$	—
Loss available to shareholders	$	(58,833	)	$	(59,707	)
Weighted average common shares – basic	173,497			171,826
Effect of dilutive securities (2)
Share-based compensation awards	—			—
Weighted average common shares – diluted	173,497			171,826
Earnings (loss) per common share – basic	$	(0.34	)	$	(0.35	)
Earnings (loss) per common share – diluted	$	(0.34	)	$	(0.35	)

⁽¹⁾  Restricted share awards that contain nonforfeitable rights to dividends are participating securities and, therefore, should be included in computing earnings using the two-class method. Participating securities, however, do not participate in undistributed net losses because there is no contractual obligation to do so.

⁽²⁾  For the three months ended March 31, 2014, 6.8 million shares associated with our stock options and 0.3 million shares associated with our unvested RSUs were antidilutive and, therefore, excluded from the diluted share calculations. For the three months ended March 31, 2013, 5.0 million shares associated with our stock options and 0.9 million shares associated with our unvested RSUs were antidilutive and, therefore, excluded from the diluted share calculations.

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Document And Entity Information	3 Months Ended
	Mar. 31, 2014	Apr. 30, 2014
Document And Entity Information [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Mar. 31, 2014
Document Fiscal Year Focus	2014
Document Fiscal Period Focus	Q1
Entity Registrant Name	QUICKSILVER RESOURCES INC
Entity Central Index Key	0001060990
Current Fiscal Year End Date	--12-31
Entity Filer Category	Accelerated Filer
Entity Common Stock, Shares Outstanding		177,335,940

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Condensed Consolidating Financial Information

3 Months Ended

Mar. 31, 2014

Condensed Consolidating Financial Information [Abstract]

Condensed Consolidating Financial Information

CONDENSED CONSOLIDATING FINANCIAL INFORMATION

Note 18 to the consolidated financial statements in our 2013 Annual Report on Form 10-K contains a more complete description of our guarantor, non-guarantor, restricted and unrestricted subsidiaries under the indentures for our senior notes and senior subordinated notes.

The following tables present financial information about Quicksilver and our restricted subsidiaries for the three-month period covered by the condensed consolidated financial statements. Under the indentures for our senior notes and senior subordinated notes, Fortune Creek is not considered to be a subsidiary and therefore it is presented separately from the other subsidiaries for these purposes.

Condensed Consolidating Balance Sheets

	March 31, 2014
	Quicksilver Resources Inc.			Restricted Guarantor Subsidiaries			Restricted Non- Guarantor Subsidiaries			Restricted Subsidiary Eliminations			Quicksilver and Restricted Subsidiaries			Unrestricted Non- Guarantor Subsidiaries			Fortune Creek		Consolidated Eliminations			Quicksilver Resources Inc. Consolidated
	(In thousands)
ASSETS
Current assets	$	256,321		$	11,510		$	53,154		$	(27,979	)	$	293,006		$	46		$	1,218	$	(24	)	$	294,246
Property and equipment	480,136			15,160			302,224			—			797,520			—			77,598		—			875,118
Investment in subsidiaries (equity method)	(231,131		)	—			(1,345		)	231,131			(1,345		)	(1,345		)	—		2,690			—
Other assets	479,128			—			24,617			(413,282		)	90,463			—			—		—			90,463
Total assets	$	984,454		$	26,670		$	378,650		$	(210,130	)	$	1,179,644		$	(1,299	)	$	78,816	$	2,666		$	1,259,827
LIABILITIES AND EQUITY
Current liabilities	$	116,207		$	12,577		$	25,244		$	(27,979	)	$	126,049		$	25		$	1,778	$	(24	)	$	127,828
Long-term liabilities	1,943,612			19,242			559,958			(413,282		)	2,109,530			—			1,506		96,328			2,207,364
Stockholders' equity	(1,075,365		)	(5,149		)	(206,552		)	231,131			(1,055,935		)	(1,324		)	75,532		(93,638		)	(1,075,365		)
Total liabilities and equity	$	984,454		$	26,670		$	378,650		$	(210,130	)	$	1,179,644		$	(1,299	)	$	78,816	$	2,666		$	1,259,827

	December 31, 2013
	Quicksilver Resources Inc.			Restricted Guarantor Subsidiaries			Restricted Non- Guarantor Subsidiaries			Restricted Subsidiary Eliminations			Quicksilver and Restricted Subsidiaries			Unrestricted Non- Guarantor Subsidiaries			Fortune Creek		Consolidated Eliminations			Quicksilver Resources Inc. Consolidated
	(In thousands)
ASSETS
Current assets	$	349,586		$	10,735		$	53,034		$	(19,642	)	$	393,713		$	909		$	1,110	$	(1,772	)	$	393,960
Property and equipment	455,822			15,486			307,865			—			779,173			—			81,632		—			860,805
Investment in subsidiaries (equity method)	(217,852		)	—			(33,840		)	217,852			(33,840		)	(33,840		)	—		67,680			—
Other assets	472,792			—			32,892			(390,723		)	114,961			—			—		—			114,961
Total assets	$	1,060,348		$	26,221		$	359,951		$	(192,513	)	$	1,254,007		$	(32,931	)	$	82,742	$	65,908		$	1,369,726
LIABILITIES AND EQUITY
Current liabilities	$	124,275		$	12,210		$	17,167		$	(19,642	)	$	134,010		$	888		$	1,671	$	(1,772	)	$	134,797
Long-term liabilities	1,942,043			19,242			542,659			(390,723		)	2,113,221			—			1,546		126,132			2,240,899
Stockholders' equity	(1,005,970		)	(5,231		)	(199,875		)	217,852			(993,224		)	(33,819		)	79,525		(58,452		)	(1,005,970		)
Total liabilities and equity	$	1,060,348		$	26,221		$	359,951		$	(192,513	)	$	1,254,007		$	(32,931	)	$	82,742	$	65,908		$	1,369,726

Condensed Consolidating Statements of Income

	For the Three Months Ended March 31, 2014
	Quicksilver Resources Inc.			Restricted Guarantor Subsidiaries			Restricted Non- Guarantor Subsidiaries			Restricted Subsidiary Eliminations		Quicksilver and Restricted Subsidiaries			Unrestricted Non- Guarantor Subsidiaries		Fortune Creek		Consolidated Eliminations			Quicksilver Resources Inc. Consolidated
	(In thousands)
Revenue	$	62,910		$	374		$	28,502		$	—	$	91,786		$	—	$	4,942	$	(4,942	)	$	91,786
Operating expenses	75,401			291			30,265			—		105,957			—		1,825		(4,942		)	102,840
Equity in net earnings of subsidiaries	(5,689		)	—			(1,282		)	5,689		(1,282		)	3,119		—		(1,837		)	—
Operating income (loss)	(18,180		)	83			(3,045		)	5,689		(15,453		)	3,119		3,117		(1,837		)	(11,054		)
Fortune Creek accretion	—			—			—			—		—			—		—		(4,401		)	(4,401		)
Interest expense and other	(38,011		)	—			(2,718		)	—		(40,729		)	—		2		—			(40,727		)
Income tax (expense) benefit	(2,642		)	(29		)	20			—		(2,651		)	—		—		—			(2,651		)
Net income (loss)	$	(58,833	)	$	54		$	(5,743	)	$	5,689	$	(58,833	)	$	3,119	$	3,119	$	(6,238	)	$	(58,833	)
Other comprehensive income (loss)	(8,798		)	—			(3,307		)	—		(12,105		)	—		—		—			(12,105		)
Equity in OCI of subsidiaries	(3,307		)	—			—			3,307		—			—		—		—			—
Comprehensive income (loss)	$	(70,938	)	$	54		$	(9,050	)	$	8,996	$	(70,938	)	$	3,119	$	3,119	$	(6,238	)	$	(70,938	)

	For the Three Months Ended March 31, 2013
	Quicksilver Resources Inc.			Restricted Guarantor Subsidiaries		Restricted Non- Guarantor Subsidiaries			Restricted Subsidiary Eliminations		Quicksilver and Restricted Subsidiaries			Unrestricted Non- Guarantor Subsidiaries		Fortune Creek		Consolidated Eliminations			Quicksilver Resources Inc. Consolidated
	(In thousands)
Revenue	$	88,900		$	214	$	29,589		$	—	$	118,703		$	—	$	5,325	$	(5,325	)	$	118,703
Operating expenses	97,024			30		28,459			—		125,513			—		2,389		(5,325		)	122,577
Equity in net earnings of subsidiaries	(4,191		)	—		(1,908		)	4,191		(1,908		)	2,937		—		(1,029		)	—
Operating income (loss)	(12,315		)	184		(778		)	4,191		(8,718		)	2,937		2,936		(1,029		)	(3,874		)
Fortune Creek accretion	—			—		—			—		—			—		—		(4,845		)	(4,845		)
Interest expense and other	(41,168		)	—		(2,925		)	—		(44,093		)	—		1		—			(44,092		)
Income tax (expense) benefit	(6,224		)	—		(672		)	—		(6,896		)	—		—		—			(6,896		)
Net income (loss)	$	(59,707	)	$	184	$	(4,375	)	$	4,191	$	(59,707	)	$	2,937	$	2,937	$	(5,874	)	$	(59,707	)
Other comprehensive income (loss)	(11,003		)	—		(3,451		)	—		(14,454		)	—		—		—			(14,454		)
Equity in OCI of subsidiaries	(3,451		)	—		—			3,451		—			—		—		—			—
Comprehensive income (loss)	$	(74,161	)	$	184	$	(7,826	)	$	7,642	$	(74,161	)	$	2,937	$	2,937	$	(5,874	)	$	(74,161	)

Condensed Consolidating Statements of Cash Flows

	For the Three Months Ended March 31, 2014
	Quicksilver Resources Inc.			Restricted Guarantor Subsidiaries			Restricted Non-Guarantor Subsidiaries			Restricted Subsidiary Eliminations			Quicksilver and Restricted Subsidiaries			Unrestricted Non-Guarantor Subsidiaries			Fortune Creek			Consolidated Eliminations			Quicksilver Resources Inc. Consolidated
	(In thousands)
Net cash flow provided by (used in) operating activities	$	(29,198	)	$	14		$	9,075		$	—		$	(20,109	)	$	—		$	125		$	—		$	(19,984	)
Purchases of property, plant and equipment	(28,772		)	(14		)	(9,934		)	—			(38,720		)	—			(9		)	—			(38,729		)
Investment in subsidiary	(7,385		)	—			(26,395		)	7,385			(26,395		)	(26,395		)	—			52,790			—
Proceeds from sale of properties and equipment	910			—			116			—			1,026			—			—			—			1,026
Purchases of marketable securities	(55,682		)	—			—			—			(55,682		)	—			—			—			(55,682		)
Maturities and sales of marketable securities	124,694			—			—			—			124,694			—			—			—			124,694
Net cash flow provided by (used in) investing activities	33,765			(14		)	(36,213		)	7,385			4,923			(26,395		)	(9		)	52,790			31,309
Debt issuance costs paid	(162		)	—			—			—			(162		)	—			—			—			(162		)
Intercompany note	(22,559		)	—			22,559			—			—			—			—			—			—
Intercompany financing	—			—			7,385			(7,385		)	—			—			—			—			—
Contribution received	—			—			—			—			—			26,395			26,395			(52,790		)	—
Distribution of Fortune Creek Partnership funds	—			—			—			—			—			—			(29,472		)	—			(29,472		)
Purchase of treasury stock	(2,271		)	—			—			—			(2,271		)	—			—			—			(2,271		)
Net cash flow provided by (used in) financing activities	(24,992		)	—			29,944			(7,385		)	(2,433		)	26,395			(3,077		)	(52,790		)	(31,905		)
Effect of exchange rates on cash	—			—			(2,357		)	—			(2,357		)	(1		)	3,089			—			731
Net increase (decrease) in cash and equivalents	(20,425		)	—			449			—			(19,976		)	(1		)	128			—			(19,849		)
Cash and equivalents at beginning of period	83,893			—			4,135			—			88,028			22			1,053			—			89,103
Cash and equivalents at end of period	$	63,468		$	—		$	4,584		$	—		$	68,052		$	21		$	1,181		$	—		$	69,254

	For the Three Months Ended March 31, 2013
	Quicksilver Resources Inc.			Restricted Guarantor Subsidiaries			Restricted Non-Guarantor Subsidiaries			Quicksilver and Restricted Subsidiaries			Unrestricted Non-Guarantor Subsidiaries		Fortune Creek			Quicksilver Resources Inc. Consolidated
	(In thousands)
Net cash flow provided by (used in) operating activities	$	(27,331	)	$	4		$	10,648		$	(16,679	)	$	—	$	2,285		$	(14,394	)
Purchases of property, plant and equipment	(18,824		)	(4		)	(8,110		)	(26,938		)	—		(504		)	(27,442		)
Proceeds from sale of properties and equipment	591			—			17			608			—		—			608
Net cash flow used in investing activities	(18,233		)	(4		)	(8,093		)	(26,330		)	—		(504		)	(26,834		)
Issuance of debt	51,000			—			3,040			54,040			—		—			54,040
Repayments of debt	—			—			(4,011		)	(4,011		)	—		—			(4,011		)
Distribution of Fortune Creek Partnership funds	—			—			—			—			—		(3,198		)	(3,198		)
Purchase of treasury stock	(1,007		)	—			—			(1,007		)	—		—			(1,007		)
Net cash flow provided by (used in) financing activities	49,993			—			(971		)	49,022			—		(3,198		)	45,824
Effect of exchange rates on cash	—			—			(1,584		)	(1,584		)	—		1,887			303
Net increase (decrease) in cash and equivalents	4,429			—			—			4,429			—		470			4,899
Cash and equivalents at beginning of period	4,618			—			—			4,618			—		333			4,951
Cash and equivalents at end of period	$	9,047		$	—		$	—		$	9,047		$	—	$	803		$	9,850

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Condensed Consolidated Balance Sheets (Parenthetical) (USD $) In Thousands, except Share data, unless otherwise specified	Mar. 31, 2014	Dec. 31, 2013
Preferred stock, shares outstanding	0	0
Common stock, par value	$ 0.01	$ 0.01
Preferred stock, shares authorized	10,000,000	10,000,000
Preferred stock, par value	$ 0.01	$ 0.01
Unevaluated costs of oil and gas properties	$ 217,481	$ 221,605
Common stock, shares authorized	400,000,000	400,000,000
Common stock, shares issued	184,761,865	183,994,879
Treasury stock, shares	7,404,835	6,698,640

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Long-Term Debt

3 Months Ended

Mar. 31, 2014

Long-term Debt, Other Disclosures [Abstract]

Long-Term Debt

LONG-TERM DEBT

Long-term debt consisted of the following:

	March 31, 2014		December 31, 2013
	(in thousands)
Combined Credit Agreements	$	207,746	$	211,200
Second Lien Term Loan, net of unamortized discount	608,221		607,572
Second Lien Notes due 2019, net of unamortized discount	194,631		194,423
Senior notes due 2015, net of unamortized discount	10,478		10,472
Senior notes due 2016, net of unamortized discount	8,056		8,044
Senior notes due 2019, net of unamortized discount	293,405		293,243
Senior notes due 2021, net of unamortized discount	309,530		309,190
Senior subordinated notes due 2016	350,000		350,000
Total debt	1,982,067		1,984,144
Unamortized deferred gain-terminated interest rate swaps	4,311		4,802
Long-term debt	$	1,986,378	$	1,988,946

Combined Credit Agreements

The Combined Credit Agreements’ global borrowing base was $350 million and the global letter of credit capacity was $280 million as of March 31, 2014. At March 31, 2014, we had $99.6 million available under the Combined Credit Agreements.

In April 2014, our redetermined global borrowing base under our Combined Credit Agreements was $325 million. Further, the Combined Credit Agreements were amended changing the definition of EBITDAX. Additionally, we permanently reduced the aggregate maximum credit amounts under the Combined Credit Agreements from $1.75 billion to $650 million.

Senior Notes due 2015 and Senior Notes due 2016

In April 2014, we redeemed all remaining outstanding notes under our Senior Notes due 2015 and Senior Notes due 2016. Our Senior Notes due 2015 were redeemed at 101.938% of the principal amount plus accrued and unpaid interest representing a total payment of $10.9 million and our Senior Notes due 2016 were redeemed at 105.875% of the principal amount plus accrued and unpaid interest representing a total payment of $8.9 million.

Indenture Restrictions

We have an incurrence test under our indentures applicable to debt, restricted payments, mergers and consolidations and designation of unrestricted subsidiaries that requires EBITDA to exceed interest expense by 2.25 times. At March 31, 2014, we did not meet this test and, as a result, we are limited in our ability to, among other things, incur additional debt, except for specific baskets. We do retain, however, the ability to utilize the full borrowing capacity under our Combined Credit Agreements and to refinance existing debt. Not meeting this ratio does not represent an event of default under our debt. We cannot predict when or if we will meet the incurrence test.

We retained a portion of the cash received from our asset sales. Our indentures require us to reinvest or repay senior debt with net cash proceeds from asset sales within one year.

Summary of All Outstanding Debt

The following table summarizes certain significant aspects of our long-term debt outstanding at March 31, 2014.

	Priority on Collateral and Structural Seniority (1)
	Highest priority								Lowest priority
	First Lien		Second Lien		Senior Unsecured				Senior Subordinated
	Combined Credit Agreements		Second Lien Term Loan	Second Lien Notes due 2019	2015 Senior Notes	2016 Senior Notes	2019 Senior Notes	2021 Senior Notes	Senior Subordinated Notes
Principal amount (1) (2)	$350 million		$625 million	$200 million	$11 million	$8 million	$298 million	$325 million	$350 million
Scheduled maturity date (3)	September 6, 2016		June 21, 2019	June 21, 2019	August 1, 2015	January 1, 2016	August 15, 2019	July 1, 2021	April 1, 2016
Interest rate on outstanding borrowings at March 31, 2014 (4)	3.99%		7.00%	7.00%	8.25%	11.75%	9.125%	11.00%	7.125%
Base interest rate options (5) (6)	LIBOR, ABR, CDOR		LIBOR floor of 1.25%; ABR floor of 2.25%	LIBOR floor of 1.25%	N/A	N/A	N/A	N/A	N/A
Financial covenants (7) (9)	- Minimum current ratio of 1.0 - Minimum EBITDA to cash interest expense ratio of 1.10 - Maximum senior secured debt leverage ratio of 2.0		N/A	N/A	N/A	N/A	N/A	N/A	N/A
Significant restrictive covenants (8)(9)	- Incurrence of debt - Incurrence of liens - Payment of dividends - Equity purchases - Asset sales - Affiliate transactions - Limitations on derivatives and investments		- Incurrence of debt - Incurrence of liens and 1st lien cap -Payment of dividends - Equity purchases - Asset sales - Affiliate transactions	- Incurrence of debt - Incurrence of liens and 1st lien cap -Payment of dividends - Equity purchases - Asset sales - Affiliate transactions	- Asset sales	- Asset sales	- Incurrence of debt - Incurrence of liens -Payment of dividends - Equity purchases - Asset sales - Affiliate transactions	- Incurrence of debt - Incurrence of liens -Payment of dividends - Equity purchases - Asset sales - Affiliate transactions	- Incurrence of debt - Incurrence of liens -Payment of dividends - Equity purchases - Asset sales - Affiliate transactions
Optional redemption (9)	Any time		Any time, subject to re-pricing event June 21, 2014: 102 2015: 101	Any time, subject to re-pricing event June 21, 2014: 102 2015: 101	August 1, 2013: 101.938 2014: par	July 1, 2013: 105.875 2014: 102.938 2015: par	August 15, 2014: 104.563 2015: 103.042 2016: 101.521 2017: par	July 1, 2019: 102.000 2020: par	April 1, 2013: 101.188 2014: par
Make-whole redemption (9)	N/A		N/A	N/A	N/A	N/A	Callable prior to August 15, 2014 at make-whole call price of Treasury +50 bps	Callable prior to July 1, 2019 at make-whole call price of Treasury +50 bps	N/A
Change of control (9)	Event of default		Put at 101% of principal plus accrued interest	Put at 101% of principal plus accrued interest	Put at 101% of principal plus accrued interest	Put at 101% of principal plus accrued interest	Put at 101% of principal plus accrued interest	Put at 101% of principal plus accrued interest	Put at 101% of principal plus accrued interest
Equity clawback (9)	N/A		N/A	N/A	N/A	N/A	N/A	Redeemable until July 1, 2016 at 111.00%, plus accrued interest for up to 35%	N/A
Estimated fair value (10)	$207.7 million		$610.2 million	$195.3 million	$10.7 million	$8.6 million	$294.3 million	$346.5 million	$337.5 million

⁽¹⁾  Borrowings under the Amended and Restated U.S. Credit Facility, Second Lien Term Loan and Second Lien Notes due 2019 are guaranteed by certain of Quicksilver’s domestic subsidiaries and are secured (on a first priority basis with respect to the Amended and Restated U.S. Credit Facility and on a second priority basis with respect to the Second Lien Term Loan and the Second Lien Notes due 2019) by 100% of the equity interests of each of Cowtown Pipeline Management, Inc., Cowtown Pipeline Funding, Inc., Cowtown Gas Processing L.P., Cowtown Pipeline L.P., Barnett Shale Operating LLC, Silver Stream Pipeline Company LLC, QPP Parent LLC and QPP Holdings LLC (collectively, the “Domestic Pledged Equity”), 65% of the equity interests of Quicksilver Resources Canada Inc. (“Quicksilver Canada”) and Quicksilver Production Partners Operating Ltd. (with respect to the Amended and Restated U.S. Credit Facility, on a ratable basis with borrowings under the Amended and Restated Canadian Credit Facility) and the majority of Quicksilver's domestic proved oil and gas properties and related assets, (the “Domestic Pledged Property”). Borrowings under the Amended and Restated Canadian Credit Facility are guaranteed by Quicksilver and certain of its domestic subsidiaries and are secured by the Domestic Pledged Equity, the Domestic Pledged Property, 100% of the equity interests of Quicksilver Canada (65% of which is on a ratable basis with the borrowings under the Amended and Restated U.S. Credit Facility) and any Canadian restricted subsidiaries, under the Amended and Restated Canadian Credit Facility, and 65% of the equity interests of Quicksilver Production Partners Operating Ltd. (which is on a ratable basis with the borrowings under the Amended and Restated U.S. Credit Facility) and the majority of Quicksilver Canada's oil and gas properties and related assets. The other debt presented is based upon structural seniority and priority of payment.

⁽²⁾  The principal amount for the Combined Credit Agreements represents the global borrowing base as of March 31, 2014.

⁽³⁾  The Combined Credit Agreements are required to be repaid 91 days prior to the maturity of the 2015 Senior Notes, the 2016 Senior Notes, the 2016 Senior Subordinated Notes, the Second Lien Term Loan or the Second Lien Notes due 2019, if on the applicable date any amount of such debt remains outstanding. The Second Lien Term Loan and Second Lien Notes due 2019 are required to be repaid (1) 91 days prior to the maturity of the 2019 Senior Notes if more than $100 million of the 2019 Senior Notes remain outstanding and (2) 91 days prior to the maturity of the 2015 Senior Notes, the 2016 Senior Notes or the 2016 Senior Subordinated Notes if on the applicable date the aggregate amount of all such notes remaining outstanding is greater than $100 million.

⁽⁴⁾  Represents the weighted average borrowing rate payable to lenders.

⁽⁵⁾  Amounts outstanding under the Amended and Restated U.S. Credit Facility bear interest, at our election, at (i) adjusted LIBOR (as defined in the Amended and Restated U.S. Credit Facility) plus an applicable margin between 2.75% and 3.75%, (ii) ABR (as defined in the Amended and Restated U.S. Credit Facility), which is the greatest of (a) the prime rate announced by JPMorgan, (b) the federal funds rate plus 0.50% and (c) adjusted LIBOR for an interest period of one month plus 1.00%, plus, in each case under scenario (ii), an applicable margin between 1.75% and 2.75%. We also pay a per annum fee on the LC Exposure (as defined in the Amended and Restated U.S. Credit Facility) of all letters of credit issued under the Amended and Restated U.S. Credit Facility equal to the applicable margin, with respect to Eurodollar loans, and a commitment fee on the unused availability under the Amended and Restated U.S. Credit Facility of 0.50%.

⁽⁶⁾  Amounts outstanding under the Amended and Restated Canadian Credit Facility bear interest, at our election, at (i) the CDOR Rate (as defined in the Amended and Restated Canadian Credit Facility) plus an applicable margin between 2.75% and 3.75%, (ii) the Canadian Prime Rate (as defined in the Amended and Restated Canadian Credit Facility) plus an applicable margin between 1.75% and 2.75%, (iii) the U.S. Prime Rate (as defined in the Amended and Restated Canadian Credit Facility) plus an applicable margin between 1.75% and 2.75% and (iv) adjusted LIBOR (as defined in the Amended and Restated Canadian Credit Facility) plus an applicable margin between 2.75% and 3.75%. We pay a per annum fee on the LC Exposure (as defined in the Amended and Restated Canadian Credit Facility) of all letters of credit issued under the Amended and Restated Canadian Credit Facility equal to the applicable margin, with respect to Eurodollar loans, and a commitment fee on the unused availability under the Amended and Restated Canadian Credit Facility of 0.50%.

⁽⁷⁾  The future minimum required interest coverage ratio for the Combined Credit Agreement is as follows:

Period	Interest Coverage Ratio	Period	Interest Coverage Ratio
Q2 2014	1.10	Q3 2015	1.15
Q3 2014	1.10	Q4 2015	1.20
Q4 2014	1.10	Q1 2016	1.50
Q1 2015	1.10	Q2 2016	2.00
Q2 2015	1.15

⁽⁸⁾  Our indentures require us to reinvest or repay senior debt with net cash proceeds from asset sales within one year.

⁽⁹⁾  The information presented in this table is qualified in all respects by reference to the full text of the covenants, provisions and related definitions contained in the documents governing the various components of our debt.

⁽¹⁰⁾  The estimated fair value is determined using market quotations based on recent trade activity for fixed rate obligations (“Level 2” inputs). Our Second Lien Term Loan and Second Lien Notes due 2019 feature variable interest rates and we estimate their fair value by using market quotations based on recent trade activity (“Level 3” input). We consider our Combined Credit Agreements which have a variable interest rate to have a fair value equal to their carrying value (“Level 1” input).

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Property, Plant And Equipment

3 Months Ended

Mar. 31, 2014

Property, Plant and Equipment [Abstract]

Property, Plant And Equipment

PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment consisted of the following:

	March 31, 2014			December 31, 2013
	(In thousands)
Oil and gas properties
Subject to depletion	$	5,684,433		$	5,687,557
Unevaluated costs	217,481			221,605
Accumulated depletion	(5,239,521		)	(5,268,719		)
Net oil and gas properties	662,393			640,443
Other plant and equipment
Pipelines and processing facilities	341,874			347,093
General properties	71,331			72,125
Accumulated depreciation	(200,480		)	(198,856		)
Net other property and equipment	212,725			220,362
Property, plant and equipment, net of accumulated depletion and depreciation	$	875,118		$	860,805

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Property, Plant And Equipment (Tables)

3 Months Ended

Mar. 31, 2014

Property, Plant and Equipment [Abstract]

Property, Plant, and Equipment [Table Text Block]

	March 31, 2014			December 31, 2013
	(In thousands)
Oil and gas properties
Subject to depletion	$	5,684,433		$	5,687,557
Unevaluated costs	217,481			221,605
Accumulated depletion	(5,239,521		)	(5,268,719		)
Net oil and gas properties	662,393			640,443
Other plant and equipment
Pipelines and processing facilities	341,874			347,093
General properties	71,331			72,125
Accumulated depreciation	(200,480		)	(198,856		)
Net other property and equipment	212,725			220,362
Property, plant and equipment, net of accumulated depletion and depreciation	$	875,118		$	860,805

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Segment Information

3 Months Ended

Mar. 31, 2014

Segment Reporting [Abstract]

Segment Information

SEGMENT INFORMATION

We operate in two geographic segments, the U.S. and Canada, where we are engaged in the exploration and production segment of the oil and gas industry. Additionally, we operate a significantly smaller midstream segment in the U.S. and Canada, where we provide natural gas gathering and processing services, primarily to our U.S. and Canadian exploration and production segments. In Canada, our midstream operation is the Fortune Creek partnership. Revenue earned by Fortune Creek for the gathering and processing of our gas is eliminated on a consolidated basis as is the GPT recognized by our producing properties. Based on the immateriality of our midstream segment, we have combined our U.S. and Canadian midstream information. We evaluate performance based on operating income and property and equipment costs incurred.

	Exploration & Production													Quicksilver Consolidated
	U.S.		Canada			Midstream		Corporate			Elimination
For the Three Months Ended March 31:	(In thousands)
2014
Revenue	$	62,903	$	27,962		$	5,863	$	—		$	(4,942	)	$	91,786
DD&A	7,379		4,827			1,243		506			—			13,955
Operating income (loss)	2,181		(611		)	3,201		(15,825		)	—			(11,054		)
Property and equipment costs incurred	33,216		8,954			11		91			—			42,272
2013
Revenue	$	81,553	$	36,260		$	6,215	$	—		$	(5,325	)	$	118,703
DD&A	13,128		3,190			1,340		598			—			18,256
Operating income (loss)	6,922		2,841			3,124		(16,761		)	—			(3,874		)
Property and equipment costs incurred	20,553		3,064			80		640			—			24,337
Property, plant and equipment-net
March 31, 2014	$	476,579	$	300,837		$	92,758	$	4,944		$	—		$	875,118
December 31, 2013	451,840		306,423			97,118		5,424			—			860,805
Total assets
March 31, 2014	770,747		378,650			105,486		4,944			—			$	1,259,827
December 31, 2013	895,388		359,951			108,963		5,424			—			1,369,726

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Fortune Creek

3 Months Ended

Mar. 31, 2014

Equity Method Investments and Joint Ventures [Abstract]

Fortune Creek

FORTUNE CREEK

Note 15 to the consolidated financial statements in our 2013 Annual Report on Form 10-K contains additional information on Fortune Creek. In March 2014, we agreed with KKR to an amendment to extend the ending date of the minimum gross capital expenditures requirement to the earlier of June 30, 2016 or 12 months following consummation of a transaction involving a material portion of our Horn River Asset and to broaden allowable spending to include acquisitions of producing properties that utilize partnership assets. As part of the amendment, we contributed C$28 million to Fortune Creek which was subsequently distributed to KKR and was applied against the gathering agreement requirement. The effect of this contribution was to reduce the balance of the partnership liability and to reduce the gathering rate that burdens our Horn River Asset production by C$0.13 per Mcf until at least 2016.

We committed gas production from our Horn River Asset for ten years beginning 2012, as more fully described below. KKR contributed C$125 million cash in exchange for a 50% interest in Fortune Creek. Our Canadian subsidiary has responsibility for the day-to-day operations of Fortune Creek.

The firm gathering agreement with Fortune Creek is guaranteed by us. If our subsidiary does not meet its obligations under the gathering agreement, KKR has the right to liquidate the partnership and consequently we have recorded the funds contributed by KKR as a liability in our consolidated financial statements. We recognize accretion expense to reflect the rate of return earned by KKR via its investment. Fortune Creek has made cash distributions to KKR, which are reported as cash used in financing activities.

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Income Taxes

3 Months Ended

Mar. 31, 2014

Income Tax Disclosure [Abstract]

Income Taxes

INCOME TAXES

Note 13 to the consolidated financial statements in our 2013 Annual Report on Form 10-K contains additional information about our income taxes. At March 31, 2014, our U.S. and Canadian valuation allowances are $370.4 million and $62.8 million, respectively, which reduce our net deferred tax assets to a zero value as we continue to believe that it is not more likely than not that we will realize the deferred tax assets primarily related to our cumulative net operating losses. Income tax recognized for the three months ended March 31, 2014 is a result of hedge gains previously deferred in AOCI being realized during the periods and the net tax impact being recognized.

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Commitments And Contingencies

3 Months Ended

Mar. 31, 2014

Loss Contingency [Abstract]

Commitments And Contingencies

COMMITMENTS AND CONTINGENCIES

In July 2011, we received a subpoena duces tecum from the SEC requesting certain documents. The SEC has informed us that their investigation arises out of press releases in 2011 questioning the projected decline curves and economics of shale gas wells. In June 2012, we received an additional request from the SEC for certain information regarding our assessment for impairment of unevaluated properties and plans for development of unevaluated properties. We provided responsive information and in February 2013 we met with the SEC.

Note 14 to the consolidated financial statements in our 2013 Annual Report on Form 10-K contains a more complete description of our contractual obligations, commitments and contingencies for which there are no other significant updates during the quarter ended March 31, 2014.

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Quicksilver Stockholders' Equity

3 Months Ended

Mar. 31, 2014

Share-based Compensation, Allocation and Classification in Financial Statements [Abstract]

Quicksilver Stockholders' Equity

QUICKSILVER STOCKHOLDERS’ EQUITY

Common Stock, Preferred Stock and Treasury Stock

We are authorized to issue 400 million shares of common stock with a $0.01 par value per share and 10 million shares of preferred stock with a $0.01 par value per share. At March 31, 2014 and December 31, 2013, we had 177.4 million and 177.3 million shares of common stock outstanding, respectively.

Stock Options

No options have been granted during 2014. The following summarizes the values from and assumptions for the Black-Scholes option pricing model for stock options issued during the three months ended March 31, 2013:

Weighted avg grant date fair value	$1.81
Weighted avg risk-free interest rate	0.76%
Expected life	5.3 years
Wtd avg volatility	75.0%
Expected dividends	—

The following table summarizes our stock option activity for the three months endedMarch 31, 2014:

	Shares		Wtd Avg Exercise Price		Wtd Avg Remaining Contractual Life	Aggregate Intrinsic Value
					(In years)	(In thousands)
Outstanding at January 1, 2014	6,771,578		$	7.82
Expired	(20,719	)	9.85
Outstanding at March 31, 2014	6,750,859		$	7.81	5.9	$	1,409
Exercisable at March 31, 2014	5,323,678		$	9.19	5.1	$	282

As of March 31, 2014, we estimate that a total of 6.3 million stock options will vest including those options already exercisable. As of March 31, 2014, the unrecognized compensation cost related to outstanding unvested stock options was $1.6 million, which is expected to be recognized in expense through August 2016. Compensation expense related to stock options of $0.5 million and $1.0 million was recognized for the three months endedMarch 31, 2014 and 2013, respectively.

Restricted Stock and Stock Units

The following table summarizes our restricted stock and stock unit activity for the three months endedMarch 31, 2014:

	Payable in shares				Payable in cash
	Shares		Wtd Avg Grant Date Fair Value		Shares		Wtd Avg Grant Date Fair Value
Outstanding at January 1, 2014	5,668,090		$	3.90	1,572,341		$	3.69
Granted	662,170		3.01		—		—
Vested	(2,401,580	)	4.93		(498,535	)	4.66
Forfeited	(80,209	)	3.77		(16,893	)	3.49
Outstanding at March 31, 2014	3,848,471		$	3.11	1,056,913		$	3.26

As of March 31, 2014, the unrecognized compensation cost related to outstanding unvested restricted stock was $11.0 million, which is expected to be recognized in expense through March 2017. Grants of restricted stock and RSUs during the three months endedMarch 31, 2014 had an estimated grant date fair value of $2.0 million. The fair value of outstanding RSUs to be settled in cash was $2.8 million at March 31, 2014. For the three months endedMarch 31, 2014 and 2013, compensation expense related to restricted stock and RSUs of $3.7 million and $4.5 million, respectively, was recognized. The total fair value of shares vested during the three months endedMarch 31, 2014 was $9.4 million.

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Derivatives And Fair Value Measurements (Price Collars And Swaps For Anticipated Natural Gas And NGL Production) (Details)	3 Months Ended
	Mar. 31, 2014 MMcf
Credit Risk Derivatives, at Fair Value, Net [Abstract]
Gas 2014, MMcfd	170
Gas 2015, MMcfd	150
Gas 2016-2021, MMcfd	40
Anticipated NGL Production For 2014	4
Anticipated NGL Production For 2015	0
Anticipated NGL Production for 2016-2021	0
Anticipated Natural Gas Basis Swap Production For 2014	40
Anticipated Natural Gas Basis Swap Production For 2015	0
Anticipated Natural Gas Basis Swap Production for 2016-2021	0

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Condensed Consolidating Financial Information (Schedule of Condensed Consolidated Statements Of Income (Loss)) (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2014	Mar. 31, 2013
Revenue	$ 91,786	$ 118,703
Operating expenses	102,840	122,577
Equity in net earnings of subsidiaries	0	0
Operating income (loss)	(11,054)	(3,874)
Fortune Creek accretion	(4,401)	(4,845)
Interest expense and other	40,727	44,092
Income tax (expense) benefit	(2,651)	(6,896)
Net income (loss)	(58,833)	(59,707)
Other comprehensive income (loss)	(12,105)	(14,454)
Equity in OCI of subsidiaries	0	0
Comprehensive income (loss)	(70,938)	(74,161)
Quicksilver Resources Inc. [Member]
Revenue	62,910	88,900
Operating expenses	75,401	97,024
Equity in net earnings of subsidiaries	(5,689)	(4,191)
Operating income (loss)	(18,180)	(12,315)
Fortune Creek accretion	0	0
Interest expense and other	38,011	41,168
Income tax (expense) benefit	(2,642)	(6,224)
Net income (loss)	(58,833)	(59,707)
Other comprehensive income (loss)	(8,798)	(11,003)
Equity in OCI of subsidiaries	(3,307)	(3,451)
Comprehensive income (loss)	(70,938)	(74,161)
Restricted Guarantor Subsidiaries [Member]
Revenue	374	214
Operating expenses	291	30
Equity in net earnings of subsidiaries	0	0
Operating income (loss)	83	184
Fortune Creek accretion	0	0
Interest expense and other	0	0
Income tax (expense) benefit	(29)	0
Net income (loss)	54	184
Other comprehensive income (loss)	0	0
Equity in OCI of subsidiaries	0	0
Comprehensive income (loss)	54	184
Restricted Non-Guarantor Subsidiaries [Member]
Revenue	28,502	29,589
Operating expenses	30,265	28,459
Equity in net earnings of subsidiaries	(1,282)	(1,908)
Operating income (loss)	(3,045)	(778)
Fortune Creek accretion	0	0
Interest expense and other	2,718	2,925
Income tax (expense) benefit	20	(672)
Net income (loss)	(5,743)	(4,375)
Other comprehensive income (loss)	(3,307)	(3,451)
Equity in OCI of subsidiaries	0	0
Comprehensive income (loss)	(9,050)	(7,826)
Restricted Subsidiary Eliminations [Member]
Revenue	0	0
Operating expenses	0	0
Equity in net earnings of subsidiaries	5,689	4,191
Operating income (loss)	5,689	4,191
Fortune Creek accretion	0	0
Interest expense and other	0	0
Income tax (expense) benefit	0	0
Net income (loss)	5,689	4,191
Other comprehensive income (loss)	0	0
Equity in OCI of subsidiaries	3,307	3,451
Comprehensive income (loss)	8,996	7,642
Quicksilver And Restricted Subsidiaries [Member]
Revenue	91,786	118,703
Operating expenses	105,957	125,513
Equity in net earnings of subsidiaries	(1,282)	(1,908)
Operating income (loss)	(15,453)	(8,718)
Fortune Creek accretion	0	0
Interest expense and other	40,729	44,093
Income tax (expense) benefit	(2,651)	(6,896)
Net income (loss)	(58,833)	(59,707)
Other comprehensive income (loss)	(12,105)	(14,454)
Equity in OCI of subsidiaries	0	0
Comprehensive income (loss)	(70,938)	(74,161)
Unrestricted Non-Guarantor Subsidiaries [Member]
Revenue	0	0
Operating expenses	0	0
Equity in net earnings of subsidiaries	3,119	2,937
Operating income (loss)	3,119	2,937
Fortune Creek accretion	0	0
Interest expense and other	0	0
Income tax (expense) benefit	0	0
Net income (loss)	3,119	2,937
Other comprehensive income (loss)	0	0
Equity in OCI of subsidiaries	0	0
Comprehensive income (loss)	3,119	2,937
Fortune Creek [Member]
Revenue	4,942	5,325
Operating expenses	1,825	2,389
Equity in net earnings of subsidiaries	0	0
Operating income (loss)	3,117	2,936
Fortune Creek accretion	0	0
Interest expense and other	2	1
Income tax (expense) benefit	0	0
Net income (loss)	3,119	2,937
Other comprehensive income (loss)	0	0
Equity in OCI of subsidiaries	0	0
Comprehensive income (loss)	3,119	2,937
Consolidating Eliminations [Member]
Revenue	(4,942)	(5,325)
Operating expenses	(4,942)	(5,325)
Equity in net earnings of subsidiaries	(1,837)	(1,029)
Operating income (loss)	(1,837)	(1,029)
Fortune Creek accretion	(4,401)	(4,845)
Interest expense and other	0	0
Income tax (expense) benefit	0	0
Net income (loss)	(6,238)	(5,874)
Other comprehensive income (loss)	0	0
Equity in OCI of subsidiaries	0	0
Comprehensive income (loss)	$ (6,238)	$ (5,874)

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Transactions With Related Parties

3 Months Ended

Mar. 31, 2014

Related Party Transactions [Abstract]

Transactions With Related Parties

TRANSACTIONS AND OTHER MATTERS WITH RELATED PARTIES

As of March 31, 2014, members of the Darden family and entities controlled by them beneficially owned approximately 30% of our outstanding common stock. Glenn Darden and Anne Darden Self are officers and directors, and Thomas Darden is a director, of Quicksilver.

During the first three months of 2013, we paid $0.3 million for use of an airplane owned by an entity controlled by members of the Darden family. Usage rates were determined based upon comparable rates charged by third parties.

Payments received from Mercury, a company owned by members of the Darden family, for sublease rentals, employee insurance coverage and administrative services were less than $0.1 million for the first three months of 2014 and 2013.

Thomas Darden retired as an employee on December 31, 2013. During the first three months of 2014, consulting fee payments of $135,000, office allowance payments of $37,500 and COBRA payments of $39,000 were made to Mr. Darden. Additionally, in accordance with the agreement related to such retirement signed in May 2013 and following the execution and non-revocation of a release agreement satisfactory to us, we paid Mr. Darden a cash bonus of $286,650 and an equity bonus in the form of 72,662 fully vested shares having a grant date fair value equal to $191,100 in March 2014.

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Earnings Per Share (Tables)

3 Months Ended

Mar. 31, 2014

Earnings Per Share [Abstract]

Reconciliation Of Components Used To Compute Basic And Diluted Earnings (Loss) Per Common Share

	For the Three Months Ended March 31,
	2014			2013
	(In thousands, except per share data)
Net loss attributable to Quicksilver	$	(58,833	)	$	(59,707	)
Basic income allocable to participating securities (1)	$	—		$	—
Loss available to shareholders	$	(58,833	)	$	(59,707	)
Weighted average common shares – basic	173,497			171,826
Effect of dilutive securities (2)
Share-based compensation awards	—			—
Weighted average common shares – diluted	173,497			171,826
Earnings (loss) per common share – basic	$	(0.34	)	$	(0.35	)
Earnings (loss) per common share – diluted	$	(0.34	)	$	(0.35	)

⁽¹⁾  Restricted share awards that contain nonforfeitable rights to dividends are participating securities and, therefore, should be included in computing earnings using the two-class method. Participating securities, however, do not participate in undistributed net losses because there is no contractual obligation to do so.

⁽²⁾  For the three months ended March 31, 2014, 6.8 million shares associated with our stock options and 0.3 million shares associated with our unvested RSUs were antidilutive and, therefore, excluded from the diluted share calculations. For the three months ended March 31, 2013, 5.0 million shares associated with our stock options and 0.9 million shares associated with our unvested RSUs were antidilutive and, therefore, excluded from the diluted share calculations.

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Earnings Per Share (Reconciliation Of Components Used To Compute Basic And Diluted Net Income Per Common Share) (Details) (USD $) In Thousands, except Share data, unless otherwise specified	3 Months Ended
	Mar. 31, 2014		Mar. 31, 2013
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Net income (loss) attributable to Quicksilver	$ (58,833)		$ (59,707)
Undistributed Earnings Allocated to Participating Securities	0	[1]	0	[1]
Loss available to shareholders	$ (58,833)		$ (59,707)
Weighted Average Number of Shares Outstanding, Basic	173,497,000		171,826,000
Share-based compensation awards	0	[2]	0	[2]
Weighted Average Number of Shares Outstanding, Diluted	173,497,000		171,826,000
Earnings (loss) per common share - basic	$ (0.34)		$ (0.35)
Earnings (loss) per common share - diluted	$ (0.34)	[2]	$ (0.35)	[2]
Stock Options [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive shares excluded from the diluted share calculation	6,800,000		5,000,000
Restricted Stock Units (RSUs) [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive shares excluded from the diluted share calculation	300,000		900,000

[1] Restricted share awards that contain nonforfeitable rights to dividends are participating securities and, therefore, should be included in computing earnings using the two-class method. Participating securities, however, do not participate in undistributed net losses because there is no contractual obligation to do so.

[2] For the three months ended March 31, 2014, 6.8 million shares associated with our stock options and 0.3 million shares associated with our unvested RSUs were antidilutive and, therefore, excluded from the diluted share calculations. For the three months ended March 31, 2013, 5.0 million shares associated with our stock options and 0.9 million shares associated with our unvested RSUs were antidilutive and, therefore, excluded from the diluted share calculations.

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Long-Term Debt (Schedule Of Outstanding Debt) (Details) (USD $) In Millions, unless otherwise specified				3 Months Ended						3 Months Ended
	Apr. 01, 2014 Combined Credit Agreements [Member]	Mar. 31, 2014 Combined Credit Agreements [Member]	Mar. 31, 2014 Senior Secured Second Lien Credit Facility [Member]	Mar. 31, 2014 Senior Notes Due 2015 [Member]	Mar. 31, 2014 Senior Notes Due 2016 [Member]	Mar. 31, 2014 Senior Notes Due 2019 [Member]	Mar. 31, 2014 Canadian Credit Facility [Member]	Mar. 31, 2014 Multiple Subsidiaries Set One [Member] U.S. Credit Facility [Member]	Mar. 31, 2014 Multiple Subsidiaries Set Two [Member] U.S. Credit Facility [Member]	Mar. 31, 2014 Maximum [Member] U.S. Credit Facility [Member]	Mar. 31, 2014 First Mortgage [Member] Combined Credit Agreements [Member]		Mar. 31, 2014 Second Lien Debt [Member] Senior Secured Second Lien Credit Facility [Member]		Mar. 31, 2014 Second Lien Debt [Member] Senior Secured Second Lien Term Loan Due 2019 [Member]		Mar. 31, 2014 Senior Notes [Member] Senior Notes Due 2015 [Member]		Mar. 31, 2014 Senior Notes [Member] Senior Notes Due 2016 [Member]		Mar. 31, 2014 Senior Notes [Member] Senior Notes Due 2019 [Member]		Mar. 31, 2014 Senior Notes [Member] Senior Notes Due 2021 [Member]		Mar. 31, 2014 Senior Subordinated Notes [Member]		Mar. 31, 2014 Libor [Member] Maximum [Member] Canadian Credit Facility [Member]	Mar. 31, 2014 Libor [Member] Minimum [Member] Canadian Credit Facility [Member]	Mar. 31, 2014 Libor [Member] Second Lien Debt [Member] Senior Secured Second Lien Credit Facility [Member]	Mar. 31, 2014 Libor [Member] Second Lien Debt [Member] Senior Secured Second Lien Term Loan Due 2019 [Member]	Mar. 31, 2014 ABR [Member] Second Lien Debt [Member] Senior Secured Second Lien Credit Facility [Member]	Mar. 31, 2014 CDOR Rate [Member] Maximum [Member] Canadian Credit Facility [Member]	Mar. 31, 2014 CDOR Rate [Member] Minimum [Member] Canadian Credit Facility [Member]	Mar. 31, 2014 LIBOR [Member] U.S. Credit Facility [Member]	Mar. 31, 2014 Canadian Prime Rate [Member] Maximum [Member] Canadian Credit Facility [Member]	Mar. 31, 2014 Canadian Prime Rate [Member] Minimum [Member] Canadian Credit Facility [Member]	Mar. 31, 2014 U.S. Prime Rate [Member] Maximum [Member] Canadian Credit Facility [Member]	Mar. 31, 2014 U.S. Prime Rate [Member] Minimum [Member] Canadian Credit Facility [Member]	Mar. 31, 2014 2013 [Member] Senior Notes [Member] Senior Notes Due 2015 [Member]	Mar. 31, 2014 2013 [Member] Senior Notes [Member] Senior Notes Due 2016 [Member]	Mar. 31, 2014 2013 [Member] Senior Subordinated Notes [Member]	Mar. 31, 2014 2014 [Member] Second Lien Debt [Member] Senior Secured Second Lien Credit Facility [Member]	Mar. 31, 2014 2014 [Member] Second Lien Debt [Member] Senior Secured Second Lien Term Loan Due 2019 [Member]	Mar. 31, 2014 2014 [Member] Senior Notes [Member] Senior Notes Due 2015 [Member]	Mar. 31, 2014 2014 [Member] Senior Notes [Member] Senior Notes Due 2016 [Member]	Mar. 31, 2014 2014 [Member] Senior Notes [Member] Senior Notes Due 2019 [Member]	Mar. 31, 2014 2014 [Member] Senior Subordinated Notes [Member]	Mar. 31, 2014 2015 [Member] Second Lien Debt [Member] Senior Secured Second Lien Credit Facility [Member]	Mar. 31, 2014 2015 [Member] Second Lien Debt [Member] Senior Secured Second Lien Term Loan Due 2019 [Member]	Mar. 31, 2014 2015 [Member] Senior Notes [Member] Senior Notes Due 2016 [Member]	Mar. 31, 2014 2015 [Member] Senior Notes [Member] Senior Notes Due 2019 [Member]	Mar. 31, 2014 2016 [Member] Senior Notes [Member] Senior Notes Due 2019 [Member]	Mar. 31, 2014 2017 [Member] Senior Notes [Member] Senior Notes Due 2019 [Member]	Mar. 31, 2014 2019 [Member] Senior Notes [Member] Senior Notes Due 2021 [Member]	Mar. 31, 2014 2020 [Member] Senior Notes [Member] Senior Notes Due 2021 [Member]
Debt Instrument [Line Items]
Debt Instrument Year Of Maturity				2015	2016	2019
Line of Credit Facility, Current Borrowing Capacity	$ 325	$ 350									$ 350	[1],[2]
Principal amount													625	[1]	200	[1]	11		8		298		325		350
Scheduled maturity date											Sep. 06, 2016	[3]	Jun. 21, 2019	[3]	Jun. 21, 2019	[3]	Aug. 01, 2015		Jan. 01, 2016		Aug. 15, 2019		Jul. 01, 2021		Apr. 01, 2016
Debt Instrument, Interest Rate, Stated Percentage											3.99%	[4]	7.00%		7.00%		8.25%		11.75%		9.125%		11.00%		7.125%
Base Interest Rate Options											LIBOR, ABR, CDOR	[5],[6]	LIBOR floor of 1.25%; ABR floor of 2.25%		LIBOR floor of 1.25%		N/A		N/A		N/A		N/A		N/A
Financial covenants											- Minimum current ratio of 1.0 - Minimum EBITDA to cash interest expense ratio of 1.10 - Maximum senior secured debt leverage ratio of 2.0	[7],[8]	N/A		N/A		N/A		N/A		N/A		N/A		N/A
Significant restrictive covenants											- Incurrence of debt - Incurrence of liens - Payment of dividends - Equity purchases - Asset sales - Affiliate transactions - Limitations on derivatives and investments	[7],[9]	- Incurrence of debt - Incurrence of liens and 1st lien cap -Payment of dividends - Equity purchases - Asset sales - Affiliate transactions	[7],[9]	- Incurrence of debt - Incurrence of liens and 1st lien cap -Payment of dividends - Equity purchases - Asset sales - Affiliate transactions	[7],[9]	- Asset sales		- Asset sales		- Incurrence of debt - Incurrence of liens -Payment of dividends - Equity purchases - Asset sales - Affiliate transactions	[7],[9]	- Incurrence of debt - Incurrence of liens -Payment of dividends - Equity purchases - Asset sales - Affiliate transactions	[7],[9]	- Incurrence of debt - Incurrence of liens -Payment of dividends - Equity purchases - Asset sales - Affiliate transactions	[7],[9]
Optional redemption											Any time	[7]	Any time, subject to re-pricing event June 21, 2014: 102 2015: 101	[7]	Any time, subject to re-pricing event June 21, 2014: 102 2015: 101	[7]	August 1, 2013: 101.938 2014: par	[7]	July 1, 2013: 105.875 2014: 102.938 2015: par	[7]	August 15, 2014: 104.563 2015: 103.042 2016: 101.521 2017: par	[7]	July 1, 2019: 102.000 2020: par	[7]	April 1, 2013: 101.188 2014: par	[7]
Make-whole redemption											N/A		N/A		N/A		N/A		N/A		Callable prior to August 15, 2014 at make-whole call price of Treasury +50 bps	[7]	Callable prior to July 1, 2019 at make-whole call price of Treasury +50 bps	[7]	N/A
Make-whole redemption																					0.50%		0.50%
Change of control											Event of default	[7]	Put at 101% of principal plus accrued interest	[7]	Put at 101% of principal plus accrued interest	[7]	Put at 101% of principal plus accrued interest	[7]	Put at 101% of principal plus accrued interest	[7]	Put at 101% of principal plus accrued interest	[7]	Put at 101% of principal plus accrued interest	[7]	Put at 101% of principal plus accrued interest	[7]
Equity Clawback											N/A		N/A		N/A		N/A		N/A		N/A		Redeemable until July 1, 2016 at 111.00%, plus accrued interest for up to 35%	[7]	N/A
Equity Clawback																							111.00%
Estimated fair value											207.7	[10]	610.2	[10]	195.3	[10]	10.7	[10]	8.6	[10]	294.3	[10]	346.5	[10]	337.5	[10]
Equity interests							100.00%	100.00%	65.00%
Credit Agreement Repayment Term Trigerring Event, Maximum Threshold For Measurement		$ 100	$ 100
Commitment fee percentage										1.75%
Current ratio											1.0
Minimum EBITDA to cash interest expense ratio											1.10
Senior secured debt leverage ratio											2.0
Redemption percentage of par value																																							101.938%	105.875%	101.188%	102.00%	102.00%	100.00%	102.938%	104.563%	100.00%	101.00%	101.00%	100.00%	103.042%	101.521%	100.00%	102.00%	100.00%
Debt Instrument, Reference Rate, Floor																													1.25%	1.25%	2.25%
Applicable margin in addition to interest rate										2.75%																	3.75%	2.75%				3.75%	2.75%	1.00%	2.75%	1.75%	2.75%	1.75%
Percentage of principal plus accrued interest for change of control													101.00%		101.00%		101.00%		101.00%		101.00%		101.00%		101.00%

[1] Borrowings under the Amended and Restated U.S. Credit Facility, Second Lien Term Loan and Second Lien Notes due 2019 are guaranteed by certain of Quicksilver’s domestic subsidiaries and are secured (on a first priority basis with respect to the Amended and Restated U.S. Credit Facility and on a second priority basis with respect to the Second Lien Term Loan and the Second Lien Notes due 2019) by 100% of the equity interests of each of Cowtown Pipeline Management, Inc., Cowtown Pipeline Funding, Inc., Cowtown Gas Processing L.P., Cowtown Pipeline L.P., Barnett Shale Operating LLC, Silver Stream Pipeline Company LLC, QPP Parent LLC and QPP Holdings LLC (collectively, the “Domestic Pledged Equity”), 65% of the equity interests of Quicksilver Resources Canada Inc. (“Quicksilver Canada”) and Quicksilver Production Partners Operating Ltd. (with respect to the Amended and Restated U.S. Credit Facility, on a ratable basis with borrowings under the Amended and Restated Canadian Credit Facility) and the majority of Quicksilver's domestic proved oil and gas properties and related assets, (the “Domestic Pledged Property”). Borrowings under the Amended and Restated Canadian Credit Facility are guaranteed by Quicksilver and certain of its domestic subsidiaries and are secured by the Domestic Pledged Equity, the Domestic Pledged Property, 100% of the equity interests of Quicksilver Canada (65% of which is on a ratable basis with the borrowings under the Amended and Restated U.S. Credit Facility) and any Canadian restricted subsidiaries, under the Amended and Restated Canadian Credit Facility, and 65% of the equity interests of Quicksilver Production Partners Operating Ltd. (which is on a ratable basis with the borrowings under the Amended and Restated U.S. Credit Facility) and the majority of Quicksilver Canada's oil and gas properties and related assets. The other debt presented is based upon structural seniority and priority of payment.

[2] The principal amount for the Combined Credit Agreements represents the global borrowing base as of March 31, 2014.

[3] The Combined Credit Agreements are required to be repaid 91 days prior to the maturity of the 2015 Senior Notes, the 2016 Senior Notes, the 2016 Senior Subordinated Notes, the Second Lien Term Loan or the Second Lien Notes due 2019, if on the applicable date any amount of such debt remains outstanding. The Second Lien Term Loan and Second Lien Notes due 2019 are required to be repaid (1) 91 days prior to the maturity of the 2019 Senior Notes if more than $100 million of the 2019 Senior Notes remain outstanding and (2) 91 days prior to the maturity of the 2015 Senior Notes, the 2016 Senior Notes or the 2016 Senior Subordinated Notes if on the applicable date the aggregate amount of all such notes remaining outstanding is greater than $100 million.

[4] Represents the weighted average borrowing rate payable to lenders.

[5] Amounts outstanding under the Amended and Restated U.S. Credit Facility bear interest, at our election, at (i) adjusted LIBOR (as defined in the Amended and Restated U.S. Credit Facility) plus an applicable margin between 2.75% and 3.75%, (ii) ABR (as defined in the Amended and Restated U.S. Credit Facility), which is the greatest of (a) the prime rate announced by JPMorgan, (b) the federal funds rate plus 0.50% and (c) adjusted LIBOR for an interest period of one month plus 1.00%, plus, in each case under scenario (ii), an applicable margin between 1.75% and 2.75%. We also pay a per annum fee on the LC Exposure (as defined in the Amended and Restated U.S. Credit Facility) of all letters of credit issued under the Amended and Restated U.S. Credit Facility equal to the applicable margin, with respect to Eurodollar loans, and a commitment fee on the unused availability under the Amended and Restated U.S. Credit Facility of 0.50%.

[6] Amounts outstanding under the Amended and Restated Canadian Credit Facility bear interest, at our election, at (i) the CDOR Rate (as defined in the Amended and Restated Canadian Credit Facility) plus an applicable margin between 2.75% and 3.75%, (ii) the Canadian Prime Rate (as defined in the Amended and Restated Canadian Credit Facility) plus an applicable margin between 1.75% and 2.75%, (iii) the U.S. Prime Rate (as defined in the Amended and Restated Canadian Credit Facility) plus an applicable margin between 1.75% and 2.75% and (iv) adjusted LIBOR (as defined in the Amended and Restated Canadian Credit Facility) plus an applicable margin between 2.75% and 3.75%. We pay a per annum fee on the LC Exposure (as defined in the Amended and Restated Canadian Credit Facility) of all letters of credit issued under the Amended and Restated Canadian Credit Facility equal to the applicable margin, with respect to Eurodollar loans, and a commitment fee on the unused availability under the Amended and Restated Canadian Credit Facility of 0.50%.

[7] The information presented in this table is qualified in all respects by reference to the full text of the covenants, provisions and related definitions contained in the documents governing the various components of our debt.

[8] The future minimum required interest coverage ratio for the Combined Credit Agreement is as follows:Period Interest Coverage Ratio Period Interest Coverage RatioQ2 2014 1.10 Q3 2015 1.15Q3 2014 1.10 Q4 2015 1.20Q4 2014 1.10 Q1 2016 1.50Q1 2015 1.10 Q2 2016 2.00Q2 2015 1.15

[9] Our indentures require us to reinvest or repay senior debt with net cash proceeds from asset sales within one year.

[10] The estimated fair value is determined using market quotations based on recent trade activity for fixed rate obligations (“Level 2” inputs). Our Second Lien Term Loan and Second Lien Notes due 2019 feature variable interest rates and we estimate their fair value by using market quotations based on recent trade activity (“Level 3” input). We consider our Combined Credit Agreements which have a variable interest rate to have a fair value equal to their carrying value (“Level 1” input).

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Condensed Consolidated Statements Of Equity (USD $) In Thousands	Total	Common Stock [Member]	Additional Paid-in Capital [Member]	Treasury Stock [Member]	Accumulated Other Comprehensive Income (Loss) [Member]	Retained Earnings [Member]	Stockholders' Equity, Total [Member]
Balances at Dec. 31, 2012		$ 1,790	$ 751,394	$ (49,495)	$ 161,493	$ (1,997,979)	$ (1,132,797)
Net income (loss)	(59,707)					(59,707)	(59,707)
Hedge derivative contract settlements reclassified into earnings from AOCI, net of income tax					(14,755)		(14,755)
Foreign currency translation adjustment	301				301		301
Issuance and vesting of stock compensation		39	4,994	(1,007)			4,026
Balances at Mar. 31, 2013		1,829	756,388	(50,502)	147,039	(2,057,686)	(1,202,932)
Balances at Dec. 31, 2013		1,840	770,092	(51,422)	109,881	(1,836,361)	(1,005,970)
Net income (loss)	(58,833)					(58,833)	(58,833)
Hedge derivative contract settlements reclassified into earnings from AOCI, net of income tax					(7,850)		(7,850)
Foreign currency translation adjustment	(4,255)				(4,255)		(4,255)
Issuance and vesting of stock compensation		8	3,806	(2,271)			1,543
Balances at Mar. 31, 2014		$ 1,848	$ 773,898	$ (53,693)	$ 97,776	$ (1,895,194)	$ (1,075,365)

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Derivatives And Fair Value Measurements

3 Months Ended

Mar. 31, 2014

Credit Risk Derivatives, at Fair Value, Net [Abstract]

Derivatives And Fair Value Measurements

DERIVATIVES, MARKETABLE SECURITIES AND FAIR VALUE MEASUREMENTS

The following table categorizes our commodity derivative instruments based upon the level of the inputs used in estimating the fair value:

	Asset Derivatives				Liability Derivatives
	March 31, 2014		December 31, 2013		March 31, 2014		December 31, 2013
	(in thousands)				(in thousands)
Level 2 derivative instruments	$	85,630	$	107,395	$	8,293	$	3,448
Level 3 derivative instruments	8,629		23,485		1,428		—
Total	$	94,259	$	130,880	$	9,721	$	3,448

The fair value of “Level 2” derivative instruments included in these disclosures was estimated using inputs quoted in active markets for the periods covered by the derivatives. The fair value of derivative instruments designated as “Level 3” was estimated using prices quoted in markets where there is insufficient market activity for consideration as “Level 2” instruments. Currently, only our natural gas derivatives with an original tenure of 10 years utilize “Level 3” inputs, primarily due to comparatively less market data available for the later portion of their term compared with our other shorter term derivatives. The fair value of both the “Level 2” and the “Level 3” assets and liabilities are determined using a discounted cash flow model using the terms of the derivative instrument, market prices for the periods covered by the derivatives, and the credit adjusted risk-free interest rates. The “Level 3” unobservable input is the market prices for natural gas for the period from 2018 to 2021, as there is not an active market for that period of time. These unobservable inputs included within the fair value calculation range from $4.01 to $5.14 and are based upon prices quoted in active markets for the period of time available and applying the differential from this period of time to the market prices for the later years in the term.

The following table identifies the changes in “Level 3” net asset derivative fair values for the periods indicated:

	For the Three Months Ended March 31,
	2014			2013
	(In thousands)
Balance at beginning of period	$	23,485		$	(4,931	)
Total gains (losses) for the period:
Unrealized loss on derivatives	(17,883		)	(18		)
Settlements in net derivative gains (losses)	1,599			(4,088		)
Balance at end of period	$	7,201		$	(9,037	)
Total losses included in net derivative losses attributable to the change in unrealized losses related to assets still held at the reporting date	$	(15,576	)	$	(92	)

Commodity Price Derivatives

As of March 31, 2014, we had natural gas and NGL swaps as follows:

Production Year	Daily Production Volume
	Natural Gas	NGL	Natural Gas Basis Swaps
	MMcfd	MBbld	MMcfd
Remaining 2014 (1)	170	4	40
2015	150	—	—
2016-2021	40	—	—

⁽¹⁾  Our 2014 NGL derivatives end in September. Our natural gas derivatives and AECO to NYMEX natural gas basis swaps are in place for the whole of 2014.

Effective December 31, 2012, we discontinued the use of hedge accounting. Changes in value subsequent to this date are recognized in net derivative gains (losses) in the period in which they occur. The net deferred hedge gain that was included in AOCI as of December 31, 2012 is being released into revenue from natural gas, NGL and oil production over the original term of the hedging relationship. Gains from the effective portion of derivative assets and liabilities held in AOCI expected to be reclassified into earnings during the following twelve months will result in production revenue of $23.9 million net of income taxes.

Interest Rate Derivatives

In 2010, we executed early settlements of our interest rate swaps that were designated as fair value hedges. Upon the early settlements, we recorded the resulting gain as a fair value adjustment to our debt and began to recognize the deferred gain as a reduction of interest expense over the lives of the respective notes. During the three months endedMarch 31, 2014 and 2013, we recognized $0.5 million and $1.3 million, respectively, of those deferred gains as a reduction of interest expense. Gains from the effective portion of these interest rate swaps expected to reduce interest expense during the following twelve months are $2.1 million.

Fair Value Disclosures

The estimated fair value of our derivative instruments at March 31, 2014 and December 31, 2013 were as follows:

	Asset Derivatives				Liability Derivatives
	March 31, 2014		December 31, 2013		March 31, 2014		December 31, 2013
	(In thousands)				(In thousands)
Derivatives not designated as hedges:
Commodity contracts reported in:
Current derivative assets	$	50,012	$	60,063	$	6,633	$	2,540
Noncurrent derivative assets	90,132		105,315		39,252		31,958
Current derivative liabilities	—		—		9,540		3,125
Noncurrent derivative liabilities	254		—		435		323
Total derivatives not designated as hedges	$	140,398	$	165,378	$	55,860	$	37,946

Derivative assets and liabilities shown in the table above are presented as gross assets and liabilities, without regard to master netting arrangements, which are considered in the presentation of derivative assets and liabilities in the accompanying condensed consolidated balance sheets. The change in carrying value of our commodity price derivatives since December 31, 2013 principally resulted from the overall increase in market prices for natural gas relative to the prices in our open derivative instruments, offset by settlements during the period.

Financial instruments not carried at fair value

Carrying values and fair values of financial instruments that are not carried at fair value in the consolidated balance sheets as of March 31, 2014 and December 31, 2013 are included in Note 5.

Investments

We hold certain short-term marketable securities related to interest bearing time deposits and commercial paper. These held-to-maturity marketable securities are included in Cash and Cash Equivalents if the maturities at the time we made the investment were three months or less. For maturities greater than three months but less than a year, the marketable securities are included in current Marketable Securities. We did not sell or transfer any of our marketable securities during 2014 and do not anticipate selling or transferring these investments before their maturity date. At March 31, 2014, we had the following marketable securities:

	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Fair Market Value
	(In thousands)
Marketable securities (held-to-maturity)
Time deposits	$	3,508	$	—	$	(9	)	$	3,499
Commercial paper	93,933		15		(5		)	93,943
Marketable securities	$	97,441	$	15	$	(14	)	$	97,442

We had no marketable securities at March 31, 2013.

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Condensed Consolidating Financial Information (Tables)

3 Months Ended

Mar. 31, 2014

Condensed Consolidating Financial Information [Abstract]

Condensed Consolidating Balance Sheets

	March 31, 2014
	Quicksilver Resources Inc.			Restricted Guarantor Subsidiaries			Restricted Non- Guarantor Subsidiaries			Restricted Subsidiary Eliminations			Quicksilver and Restricted Subsidiaries			Unrestricted Non- Guarantor Subsidiaries			Fortune Creek		Consolidated Eliminations			Quicksilver Resources Inc. Consolidated
	(In thousands)
ASSETS
Current assets	$	256,321		$	11,510		$	53,154		$	(27,979	)	$	293,006		$	46		$	1,218	$	(24	)	$	294,246
Property and equipment	480,136			15,160			302,224			—			797,520			—			77,598		—			875,118
Investment in subsidiaries (equity method)	(231,131		)	—			(1,345		)	231,131			(1,345		)	(1,345		)	—		2,690			—
Other assets	479,128			—			24,617			(413,282		)	90,463			—			—		—			90,463
Total assets	$	984,454		$	26,670		$	378,650		$	(210,130	)	$	1,179,644		$	(1,299	)	$	78,816	$	2,666		$	1,259,827
LIABILITIES AND EQUITY
Current liabilities	$	116,207		$	12,577		$	25,244		$	(27,979	)	$	126,049		$	25		$	1,778	$	(24	)	$	127,828
Long-term liabilities	1,943,612			19,242			559,958			(413,282		)	2,109,530			—			1,506		96,328			2,207,364
Stockholders' equity	(1,075,365		)	(5,149		)	(206,552		)	231,131			(1,055,935		)	(1,324		)	75,532		(93,638		)	(1,075,365		)
Total liabilities and equity	$	984,454		$	26,670		$	378,650		$	(210,130	)	$	1,179,644		$	(1,299	)	$	78,816	$	2,666		$	1,259,827

	December 31, 2013
	Quicksilver Resources Inc.			Restricted Guarantor Subsidiaries			Restricted Non- Guarantor Subsidiaries			Restricted Subsidiary Eliminations			Quicksilver and Restricted Subsidiaries			Unrestricted Non- Guarantor Subsidiaries			Fortune Creek		Consolidated Eliminations			Quicksilver Resources Inc. Consolidated
	(In thousands)
ASSETS
Current assets	$	349,586		$	10,735		$	53,034		$	(19,642	)	$	393,713		$	909		$	1,110	$	(1,772	)	$	393,960
Property and equipment	455,822			15,486			307,865			—			779,173			—			81,632		—			860,805
Investment in subsidiaries (equity method)	(217,852		)	—			(33,840		)	217,852			(33,840		)	(33,840		)	—		67,680			—
Other assets	472,792			—			32,892			(390,723		)	114,961			—			—		—			114,961
Total assets	$	1,060,348		$	26,221		$	359,951		$	(192,513	)	$	1,254,007		$	(32,931	)	$	82,742	$	65,908		$	1,369,726
LIABILITIES AND EQUITY
Current liabilities	$	124,275		$	12,210		$	17,167		$	(19,642	)	$	134,010		$	888		$	1,671	$	(1,772	)	$	134,797
Long-term liabilities	1,942,043			19,242			542,659			(390,723		)	2,113,221			—			1,546		126,132			2,240,899
Stockholders' equity	(1,005,970		)	(5,231		)	(199,875		)	217,852			(993,224		)	(33,819		)	79,525		(58,452		)	(1,005,970		)
Total liabilities and equity	$	1,060,348		$	26,221		$	359,951		$	(192,513	)	$	1,254,007		$	(32,931	)	$	82,742	$	65,908		$	1,369,726

Condensed Consolidating Statements Of Income

	For the Three Months Ended March 31, 2014
	Quicksilver Resources Inc.			Restricted Guarantor Subsidiaries			Restricted Non- Guarantor Subsidiaries			Restricted Subsidiary Eliminations		Quicksilver and Restricted Subsidiaries			Unrestricted Non- Guarantor Subsidiaries		Fortune Creek		Consolidated Eliminations			Quicksilver Resources Inc. Consolidated
	(In thousands)
Revenue	$	62,910		$	374		$	28,502		$	—	$	91,786		$	—	$	4,942	$	(4,942	)	$	91,786
Operating expenses	75,401			291			30,265			—		105,957			—		1,825		(4,942		)	102,840
Equity in net earnings of subsidiaries	(5,689		)	—			(1,282		)	5,689		(1,282		)	3,119		—		(1,837		)	—
Operating income (loss)	(18,180		)	83			(3,045		)	5,689		(15,453		)	3,119		3,117		(1,837		)	(11,054		)
Fortune Creek accretion	—			—			—			—		—			—		—		(4,401		)	(4,401		)
Interest expense and other	(38,011		)	—			(2,718		)	—		(40,729		)	—		2		—			(40,727		)
Income tax (expense) benefit	(2,642		)	(29		)	20			—		(2,651		)	—		—		—			(2,651		)
Net income (loss)	$	(58,833	)	$	54		$	(5,743	)	$	5,689	$	(58,833	)	$	3,119	$	3,119	$	(6,238	)	$	(58,833	)
Other comprehensive income (loss)	(8,798		)	—			(3,307		)	—		(12,105		)	—		—		—			(12,105		)
Equity in OCI of subsidiaries	(3,307		)	—			—			3,307		—			—		—		—			—
Comprehensive income (loss)	$	(70,938	)	$	54		$	(9,050	)	$	8,996	$	(70,938	)	$	3,119	$	3,119	$	(6,238	)	$	(70,938	)

	For the Three Months Ended March 31, 2013
	Quicksilver Resources Inc.			Restricted Guarantor Subsidiaries		Restricted Non- Guarantor Subsidiaries			Restricted Subsidiary Eliminations		Quicksilver and Restricted Subsidiaries			Unrestricted Non- Guarantor Subsidiaries		Fortune Creek		Consolidated Eliminations			Quicksilver Resources Inc. Consolidated
	(In thousands)
Revenue	$	88,900		$	214	$	29,589		$	—	$	118,703		$	—	$	5,325	$	(5,325	)	$	118,703
Operating expenses	97,024			30		28,459			—		125,513			—		2,389		(5,325		)	122,577
Equity in net earnings of subsidiaries	(4,191		)	—		(1,908		)	4,191		(1,908		)	2,937		—		(1,029		)	—
Operating income (loss)	(12,315		)	184		(778		)	4,191		(8,718		)	2,937		2,936		(1,029		)	(3,874		)
Fortune Creek accretion	—			—		—			—		—			—		—		(4,845		)	(4,845		)
Interest expense and other	(41,168		)	—		(2,925		)	—		(44,093		)	—		1		—			(44,092		)
Income tax (expense) benefit	(6,224		)	—		(672		)	—		(6,896		)	—		—		—			(6,896		)
Net income (loss)	$	(59,707	)	$	184	$	(4,375	)	$	4,191	$	(59,707	)	$	2,937	$	2,937	$	(5,874	)	$	(59,707	)
Other comprehensive income (loss)	(11,003		)	—		(3,451		)	—		(14,454		)	—		—		—			(14,454		)
Equity in OCI of subsidiaries	(3,451		)	—		—			3,451		—			—		—		—			—
Comprehensive income (loss)	$	(74,161	)	$	184	$	(7,826	)	$	7,642	$	(74,161	)	$	2,937	$	2,937	$	(5,874	)	$	(74,161	)

Condensed Consolidating Statements Of Cash Flows

	For the Three Months Ended March 31, 2014
	Quicksilver Resources Inc.			Restricted Guarantor Subsidiaries			Restricted Non-Guarantor Subsidiaries			Restricted Subsidiary Eliminations			Quicksilver and Restricted Subsidiaries			Unrestricted Non-Guarantor Subsidiaries			Fortune Creek			Consolidated Eliminations			Quicksilver Resources Inc. Consolidated
	(In thousands)
Net cash flow provided by (used in) operating activities	$	(29,198	)	$	14		$	9,075		$	—		$	(20,109	)	$	—		$	125		$	—		$	(19,984	)
Purchases of property, plant and equipment	(28,772		)	(14		)	(9,934		)	—			(38,720		)	—			(9		)	—			(38,729		)
Investment in subsidiary	(7,385		)	—			(26,395		)	7,385			(26,395		)	(26,395		)	—			52,790			—
Proceeds from sale of properties and equipment	910			—			116			—			1,026			—			—			—			1,026
Purchases of marketable securities	(55,682		)	—			—			—			(55,682		)	—			—			—			(55,682		)
Maturities and sales of marketable securities	124,694			—			—			—			124,694			—			—			—			124,694
Net cash flow provided by (used in) investing activities	33,765			(14		)	(36,213		)	7,385			4,923			(26,395		)	(9		)	52,790			31,309
Debt issuance costs paid	(162		)	—			—			—			(162		)	—			—			—			(162		)
Intercompany note	(22,559		)	—			22,559			—			—			—			—			—			—
Intercompany financing	—			—			7,385			(7,385		)	—			—			—			—			—
Contribution received	—			—			—			—			—			26,395			26,395			(52,790		)	—
Distribution of Fortune Creek Partnership funds	—			—			—			—			—			—			(29,472		)	—			(29,472		)
Purchase of treasury stock	(2,271		)	—			—			—			(2,271		)	—			—			—			(2,271		)
Net cash flow provided by (used in) financing activities	(24,992		)	—			29,944			(7,385		)	(2,433		)	26,395			(3,077		)	(52,790		)	(31,905		)
Effect of exchange rates on cash	—			—			(2,357		)	—			(2,357		)	(1		)	3,089			—			731
Net increase (decrease) in cash and equivalents	(20,425		)	—			449			—			(19,976		)	(1		)	128			—			(19,849		)
Cash and equivalents at beginning of period	83,893			—			4,135			—			88,028			22			1,053			—			89,103
Cash and equivalents at end of period	$	63,468		$	—		$	4,584		$	—		$	68,052		$	21		$	1,181		$	—		$	69,254

	For the Three Months Ended March 31, 2013
	Quicksilver Resources Inc.			Restricted Guarantor Subsidiaries			Restricted Non-Guarantor Subsidiaries			Quicksilver and Restricted Subsidiaries			Unrestricted Non-Guarantor Subsidiaries		Fortune Creek			Quicksilver Resources Inc. Consolidated
	(In thousands)
Net cash flow provided by (used in) operating activities	$	(27,331	)	$	4		$	10,648		$	(16,679	)	$	—	$	2,285		$	(14,394	)
Purchases of property, plant and equipment	(18,824		)	(4		)	(8,110		)	(26,938		)	—		(504		)	(27,442		)
Proceeds from sale of properties and equipment	591			—			17			608			—		—			608
Net cash flow used in investing activities	(18,233		)	(4		)	(8,093		)	(26,330		)	—		(504		)	(26,834		)
Issuance of debt	51,000			—			3,040			54,040			—		—			54,040
Repayments of debt	—			—			(4,011		)	(4,011		)	—		—			(4,011		)
Distribution of Fortune Creek Partnership funds	—			—			—			—			—		(3,198		)	(3,198		)
Purchase of treasury stock	(1,007		)	—			—			(1,007		)	—		—			(1,007		)
Net cash flow provided by (used in) financing activities	49,993			—			(971		)	49,022			—		(3,198		)	45,824
Effect of exchange rates on cash	—			—			(1,584		)	(1,584		)	—		1,887			303
Net increase (decrease) in cash and equivalents	4,429			—			—			4,429			—		470			4,899
Cash and equivalents at beginning of period	4,618			—			—			4,618			—		333			4,951
Cash and equivalents at end of period	$	9,047		$	—		$	—		$	9,047		$	—	$	803		$	9,850

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Property, Plant And Equipment (Schedule Of Property, Plant And Equipment) (Details) (USD $) In Thousands, unless otherwise specified	Mar. 31, 2014	Dec. 31, 2013
Property, Plant and Equipment [Abstract]
Subject to depletion	$ 5,684,433	$ 5,687,557
Unevaluated costs	217,481	221,605
Net oil and gas properties	662,393	640,443
Pipelines and processing facilities	341,874	347,093
General properties	71,331	72,125
Accumulated depletion	(5,239,521)	(5,268,719)
Accumulated depreciation	(200,480)	(198,856)
Net other property and equipment	212,725	220,362
Property, plant and equipment, net of accumulated depletion and depreciation	$ 875,118	$ 860,805

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Supplemental Cash Flow Information

3 Months Ended

Mar. 31, 2014

Supplemental Cash Flow Information [Abstract]

Supplemental Cash Flow Information

SUPPLEMENTAL CASH FLOW INFORMATION

Cash paid (received) for interest and income taxes is as follows:

	For the Three Months Ended March 31,
	2014			2013
	(In thousands)
Interest, net of capitalized interest	$	49,103		$	69,633
Income taxes	(7,951		)	35

Other significant non-cash transactions are as follows:

	For the Three Months Ended March 31,
	2014		2013
	(In thousands)
Working capital related to capital expenditures	$	13,128	$	8,964