Discontinued Operations

In December 2013, QEP's Board of Directors authorized the Company to develop a plan to separate its midstream business, QEP Field Services, including the Company's interest in QEP Midstream, from QEP. Between December 2013 and September 2014, the Company evaluated transaction alternatives, including selling or merging the midstream business or spinning the midstream business off to its shareholders. In June 2014, QEP filed a registration statement on Form 10 with the SEC in preparation for a potential spinoff of QEP Field Services as a separate publicly traded company. Concurrently, the Company evaluated selling or merging its midstream business. In September 2014, based on the proposals received, the Company's Board of Directors authorized QEP's management to engage in the negotiation of terms of a definitive transaction with Tesoro. In October 2014, the Company announced that its wholly owned subsidiary, QEP Field Services, had entered into a definitive agreement to sell substantially all of its midstream business, including the Company's ownership interest in QEP Midstream to Tesoro in an all cash transaction valued at $2.5 billion, including $230.0 million to refinance debt at QEP Midstream. The transaction is subject to customary closing conditions and regulatory approvals, and is expected to close before year-end 2014. On October 31, 2014, the Federal Trade Commission granted early termination, ending the Hart Scott Rodino waiting period for the transaction. The decision to sell the midstream business is a result of the Company’s ongoing review of strategic alternatives to maximize shareholder value and represents a significant milestone in the strategic repositioning of the Company. As of September 30, 2014, the operating results and financial position of QEP Field Services, excluding its retained ownership of the Haynesville Gathering System, were classified as discontinued operations as well as assets and liabilities held for sale on its balance sheet. After the transaction closes, QEP will have continuing cash outflows to our discontinued midstream business for gathering, processing and water handling costs in Pinedale, the Uinta Basin and a portion of its Williston Basin operations. These contracts vary in length from month-to-month to over a year and will be reviewed periodically in the normal course of business. Historically, these transactions were eliminated in consolidation, as they represented transactions between two related entities and are now reflected as part of the continuing operations for QEP. For the three months ended September 30, 2014 and 2013, cash outflows for these transactions that are included in continuing operations were $19.0 million and $25.9 million, respectively. For the nine months ended September 30, 2014 and 2013, cash outflows for these transactions that are included in continuing operations were $64.1 million and $67.2 million, respectively.

Condensed Consolidated Income Statement

The discontinued operations of QEP Field Services (excluding results of the Haynesville Gathering System) are summarized below:



	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2014			2013			2014			2013
	(in millions, except per share amounts)
REVENUES
NGL sales	$	28.8		$	23.6		$	94.6		$	70.6
Other revenue	43.1			44.2			119.9			126.4
Purchased gas, oil and NGL sales⁽¹⁾	(11.9		)	(14.4		)	(38.5		)	(41.5		)
Total Revenues	60.0			53.4			176.0			155.5
OPERATING EXPENSES
Purchased gas, oil and NGL expense⁽¹⁾	(12.4		)	(14.4		)	(39.5		)	(41.4		)
Lease operating expense⁽¹⁾	(1.7		)	(0.8		)	(4.8		)	(2.6		)
Natural gas, oil and NGL transport & other handling costs⁽¹⁾	(10.6		)	(21.7		)	(40.1		)	(53.0		)
Gathering, processing, and other	22.7			20.3			69.8			60.1
General and administrative	11.1			8.6			34.3			19.4
Production and property taxes	2.1			1.8			6.1			4.0
Depreciation, depletion and amortization	14.3			14.7			43.1			37.8
Total Operating Expenses	25.5			8.5			68.9			24.3
Net loss from asset sales	—			(0.1		)	(0.1		)	(0.5		)
OPERATING INCOME	34.5			44.8			107.0			130.7
Interest income and other loss	—			(2.1		)	—			(13.7		)
Income from unconsolidated affiliates	1.1			0.8			4.4			3.7
Interest expense	(1.5		)	(0.3		)	(2.8		)	2.3
INCOME FROM DISCONTINUED OPERATIONS BEFORE INCOME TAXES ⁽²⁾	34.1			43.2			108.6			123.0
Income taxes	(9.9		)	(14.2		)	(32.8		)	(42.4		)
NET INCOME FROM DISCONTINUED OPERATIONS	24.2			29.0			75.8			80.6
Net income attributable to noncontrolling interest	(6.8		)	(3.8		)	(17.6		)	(5.8		)
NET INCOME FROM DISCONTINUED OPERATIONS, NET OF INCOME TAX	$	17.4		$	25.2		$	58.2		$	74.8

⁽¹⁾ Includes discontinued intercompany eliminations

⁽²⁾ Includes income from discontinued operations before income taxes attributable to QEP from QEP Midstream (of which QEP owns 57.8%) of $7.9 million and $20.4 million for the three and nine months ended September 30, 2014, respectively, and $7.9 million and $26.2 million for the three and nine months ended September 30, 2013, respectively.

Condensed Consolidated Balance Sheet

The current and noncurrent assets and liabilities of QEP Field Services, excluding the retained Haynesville Gathering System, are as follows:



	September 30, 2014			December 31, 2013
Cash and cash equivalents	$	27.1		$	18.1
Accounts receivable, net	71.8			53.9
Income taxes receivable	—			38.4
Deferred income taxes - current	7.0			2.7
Prepaid expenses and other	32.4			8.9
Current assets of discontinued operations held for sale	$	138.3		$	122.0

Property, Plant and Equipment
Midstream field services	$	1,550.5		$	1,500.8
Material and supplies	6.5			4.8
Total Property, Plant and Equipment	1,557.0			1,505.6
Less Accumulated Depreciation, Depletion and Amortization
Midstream field services	(422.2		)	(381.6		)
Net Property, Plant and Equipment	1,134.8			1,124.0
Investment in unconsolidated affiliates	35.9			39.0
Other noncurrent assets	3.5			4.7
Noncurrent assets of discontinued operations held for sale	$	1,174.2		$	1,167.7

Accounts payable and accrued expenses	$	85.6		$	74.1
Accrued income taxes	70.2			—
Production and property taxes	5.4			1.2
Interest payable	0.4			—
Current liabilities of discontinued operations held for sale	$	161.6		$	75.3

Long-term debt	$	230.0		$	—
Deferred income taxes	126.5			195.7
Asset retirement obligations	29.9			28.5
Other long-term liabilities	15.6			14.1
Noncurrent liabilities of discontinued operations held for sale	$	402.0		$	238.3

Condensed Consolidated Statement of Cash Flows

The impact of the QEP Field Services discontinued operations, excluding the Haynesville Gathering System, on the Condensed Consolidated Statement of Cash Flows for "Depreciation, depletion and amortization" contained in "Cash flows from operating activities" was $43.1 million and $37.8 million for the nine months ended September 30, 2014 and 2013, respectively. The impact on cash used for "Property, plant and equipment, including dry exploratory well expense" contained in "Cash flows from investing activities" was $45.6 million and $57.4 million for the nine months ended September 30, 2014 and 2013, respectively.