Acquisition

On September 27, 2012, QEP Energy completed an acquisition of oil and gas properties in the Williston Basin for an aggregate purchase price of approximately $1.4 billion, subject to post-closing adjustments (the 2012 Acquisition). The properties are located in Williams and McKenzie counties of North Dakota, approximately 12 miles west of QEP's existing core acreage in the Williston Basin.

The 2012 Acquisition meets the definition of a business combination under ASC 805, Business Combinations, as it included proved properties. QEP allocated the cost of the 2012 Acquisition to assets acquired and liabilities assumed based on fair values as of the acquisition date. Revenues of $63.7 million and net income of $14.9 million generated from the acquired properties for the fourth quarter of 2012 and have been included in QEP's Consolidated Statements of Operations for the year ended December 31, 2012. During the year ended December 31, 2012, QEP Energy's acquisition-related costs of $1.1 million are included in "General and administrative" on the Consolidated Statements of Operations.

QEP Energy recorded the 2012 Acquisition on its Consolidated Balance Sheets; however, the final purchase price is subject to revision based on the settlement of post-closing adjustments. The following table presents a summary of the preliminary purchase accounting entries:



	As of December 31, 2012
Consideration given:	(in millions)
Cash consideration	$	1,388.7

Amounts recognized for preliminary fair value of assets acquired and liabilities assumed:
Proved properties	$	713.8
Unproved properties	679.4
Asset retirement obligations	(0.9		)
Liabilities assumed	(4.4		)
Other assets acquired	0.8
Total fair value	$	1,388.7

The following unaudited, pro forma results of operations are provided for the years ended December 31, 2012 and 2011, as though the 2012 Acquisition had been completed as of the beginning of January 1, 2011. These supplemental pro forma results of operations are provided for illustrative purposes only and may not be indicative of the actual results that would have been achieved by the properties for the periods presented or that may be achieved by the properties in the future. Future results may vary significantly from the results reflected in this pro forma financial information because of future events and transactions, as well as other factors. The pro forma information is based on QEP's consolidated results of operations for the years ended December 31, 2012 and 2011, on the acquired properties historical results of operations and on estimates of the effect of the transaction on the combined results. The pro forma results of operations have been prepared by adjusting the historical results of QEP to include the historical results of the acquired properties based on information provided by the seller and the impact of the preliminary purchase price allocation. The pro forma results of operations do not include any cost savings or other synergies that may result from the 2012 Acquisition or any estimated costs that have been or will be incurred by the Company to integrate the properties.



	Year ended December 31,
	2012				2011
	Actual		Pro forma		Actual		Pro forma
	(in millions, except per share data)

Revenues	$	2,349.8	$	2,485.3	$	3,159.2	$	3,236.7
Net income attributable to QEP	128.3		143.0		267.2		259.8
Earnings per common share attributable to QEP
Basic	$	0.72	$	0.80	$	1.51	$	1.47
Diluted	0.72		0.80		1.50		1.46