2016 Permian Basin Acquisition

In October 2016, QEP acquired oil and gas properties in the Permian Basin for an aggregate purchase price of approximately $590.6 million, subject to customary purchase price adjustments (the 2016 Permian Basin Acquisition). The 2016 Permian Basin Acquisition consists of approximately 9,600 net acres in Martin County, Texas, which are primarily held by production from existing vertical wells. The 2016 Permian Basin Acquisition was funded with proceeds from the June 2016 equity offering and cash on hand.

The 2016 Permian Basin Acquisition meets the definition of a business combination under ASC 805, Business Combinations, as it includes significant proved properties. QEP allocated the cost of the 2016 Permian Basin Acquisition to assets acquired and liabilities assumed based on fair values as of the acquisition date. Revenues of $3.8 million and a net loss of $0.7 million were generated from the acquired properties from October 19, 2016 to December 31, 2016, and are included in QEP's Consolidated Statements of Operations. During the year ended December 31, 2016, QEP incurred acquisition-related costs of $2.3 million, which are included in "General and administrative" expense on the Consolidated Statement of Operations. In conjunction with the 2016 Permian Basin Acquisition, the Company recorded an $18.2 million bargain purchase gain. The bargain purchase gain is reported on the Consolidated Statements of Operations within "Interest and other income (expense)". The acquisition resulted in a bargain purchase gain primarily as a result of an increase in future oil prices from the execution of the purchase and sale agreement to the closing date of the acquisition.

The Consolidated Balance Sheet as of December 31, 2016, includes the 2016 Permian Basin Acquisition. The following table presents a summary of the Company's purchase accounting entries (in millions):



Consideration:
Total consideration	$	590.6

Amounts recognized for fair value of assets acquired and liabilities assumed:
Proved properties	$	406.2
Unproved properties	214.2
Asset retirement obligations	(11.6		)
Bargain purchase gain	(18.2		)
Total fair value	$	590.6

The following unaudited, pro forma results of operations are provided for the years ended December 31, 2016 and 2015. 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 acquired properties for the periods presented, or that may be achieved by such 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, 2016 and 2015, the acquired properties' historical results of operations and 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 2016 Permian Basin Acquisition or any estimated costs that have been or will be incurred by the Company to integrate the acquired properties.



	Year ended December 31,
	2016						2015
	Actual			Pro forma			Actual			Pro forma
	(in millions, except per share amounts)
Revenues	$	1,377.1		$	1,392.5		$	2,018.6		$	2,041.5
Net income (loss)	$	(1,245.0	)	$	(1,246.8	)	$	(149.4	)	$	(152.5	)
Earnings (loss) per common share
Basic	$	(5.62	)	$	(5.62	)	$	(0.85	)	$	(0.86	)
Diluted	$	(5.62	)	$	(5.62	)	$	(0.85	)	$	(0.86	)

2014 Permian Basin Acquisition

In February 2014, QEP acquired oil and gas properties in the Permian Basin for an aggregate purchase price of $941.8 million (the Permian Basin Acquisition). The acquired properties consisted of approximately 26,500 net acres of producing and undeveloped oil and gas properties and approximately 270 vertical producing wells in the Permian Basin, which created a new core area of operation for QEP.

The 2014 Permian Basin Acquisition met the definition of a business combination under ASC 805, Business Combinations, as it included significant proved properties. QEP allocated the cost of the 2014 Permian Basin Acquisition to assets acquired and liabilities assumed based on fair values as of the acquisition date. Revenues of $186.0 million and a net loss of $13.2 million were generated from the acquired properties during the year ended December 31, 2016. Revenues of $149.9 million and a net loss of $2.8 million were generated from the acquired properties during the year ended December 31, 2015. Revenues of $159.5 million and a net loss of $438.3 million were generated from the acquired properties from February 25, 2014 to December 31, 2014, and are included in QEP's Consolidated Statements of Operations. The significant net loss in 2014 was primarily due to an impairment of proved properties of $467.7 million recognized in 2014 due to the decrease in the future oil prices.

The following table presents a summary of the Company's purchase accounting entries (in millions):



Consideration:
Total consideration	$	941.8

Amounts recognized for fair value of assets acquired and liabilities assumed:
Proved properties	$	472.1
Unproved properties	480.6
Asset retirement obligations	(9.7		)
Liabilities assumed	(1.2		)
Total fair value	$	941.8

The following unaudited, pro forma results of operations are provided for the year ended December 31, 2014. Pro forma results are not provided for the years ended December 31, 2015 and 2016, because the 2014 Permian Basin Acquisition occurred during the first quarter of 2014, and therefore the 2014 Permian Basin Acquisition results are included in QEP's results for these periods. 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 acquired properties for the period presented, or that may be achieved by such 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 year ended December 31, 2014, the acquired properties' historical results of operations, and 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 purchase price allocation. The pro forma results of operations do not include any cost savings or other synergies that have resulted from the 2014 Permian Basin Acquisition or any estimated costs that have been incurred by the Company to integrate the acquired properties.



	Year ended December 31,
	2014
	Actual		Pro Forma
	(in millions, except per share amounts)
Revenues	$	3,293.2	$	3,319.3
Net income (loss)	$	784.4	$	791.4
Earnings (loss) per common share
Basic	$	4.36	$	4.40
Diluted	$	4.36	$	4.40

Other Acquisitions

In addition to the 2016 Permian Basin Acquisition, QEP acquired various oil and gas properties in 2016, primarily in the Permian and Williston basins, for an aggregate purchase price of $54.6 million, subject to customary purchase price adjustments, which included acquisitions of additional interests in QEP operated wells and additional undeveloped leasehold acreage. In conjunction with the acquisitions, the Company recorded $3.7 million of goodwill, which was subsequently impaired, and a $4.4 million bargain purchase gain. The bargain purchase gain is reported on the Consolidated Statements of Operations within "Interest and other income (expense)".

During the year ended December 31, 2015, QEP acquired various oil and gas properties, primarily in the Permian and Williston basins, for a total purchase price of $98.3 million, which included acquisitions of additional interests in QEP operated wells and additional undeveloped leasehold acreage. In conjunction with the acquisitions, the Company recorded $14.3 million of goodwill, which was subsequently impaired.

In addition to the 2014 Permian Basin Acquisition, QEP acquired various oil and gas properties in 2014, primarily in the Other Northern area and the Uinta Basin, for a total purchase price of $18.7 million, which included acquisitions of additional interests in QEP operated wells and additional undeveloped leasehold acreage.

Divestitures

During the year ended December 31, 2016, QEP sold its interest in certain non-core properties, primarily in the Other Southern area, for aggregate proceeds of $29.0 million and recorded a pre-tax gain on sale of $8.4 million.

During the year ended December 31, 2015, QEP sold its interest in certain non-core properties in the Other Southern area for aggregate proceeds of $31.7 million and recorded a pre-tax gain on sale of $21.0 million. For the year ended December 31, 2016, QEP recorded a pre-tax loss on sale of $0.9 million, due to post-closing purchase price adjustments from the sale of such properties.

During the year ended December 31, 2014, QEP sold its interest in certain non-core properties in the Other Southern area and Williston Basin for aggregate proceeds of $783.8 million and recorded a pre-tax loss on sale of $147.0 million. During the years ended December 31, 2016 and 2015, QEP recorded a pre-tax gain of sale of $0.6 million and a pre-tax loss on sale of $9.3 million, respectively, due to post-closing purchase price adjustments from the sale of such properties.

These gains and losses are reported on the Consolidated Statements of Operations within "Net gain (loss) from asset sales".