QEP Resources, Inc. (QEP or the Company) is an independent crude oil and natural gas exploration and production company with operations in two regions of the United States: the Southern Region (primarily in Texas) and the Northern Region (primarily in North Dakota). Unless otherwise specified or the context otherwise requires, all references to "QEP" or the "Company" are to QEP Resources, Inc. and its subsidiaries on a consolidated basis. QEP's corporate headquarters are located in Denver, Colorado and shares of QEP's common stock trade on the New York Stock Exchange (NYSE) under the ticker symbol "QEP".

On December 20, 2020, the Company entered into an Agreement and Plan of Merger (Merger Agreement) with Diamondback Energy, Inc. (Diamondback) and Bohemia Merger Sub, Inc., a wholly owned subsidiary of Diamondback (Merger Sub), which provides that, among other things, and subject to the terms and conditions of the Merger Agreement, Merger Sub will be merged with and into QEP, with QEP surviving as a direct, wholly owned subsidiary of Diamondback (Merger). Pursuant to the Merger Agreement, at the effective time of the Merger, each outstanding share of common stock, par value $0.01 per share, of the Company (other than any Excluded Shares, any Converted Shares and Company Restricted Stock Awards (each as defined in the Merger Agreement)) will be converted into the right to receive 0.05 shares, par value $0.01 per share, of common stock of Diamondback (Merger Consideration). The Merger Agreement provides that, among other things, during the period from the date of the Merger Agreement until the effective time of the Merger, the Company and its subsidiaries are not permitted to declare, set aside or pay any dividends on any shares of capital stock of the Company or its subsidiaries. The Merger Agreement also addresses the treatment of QEP equity awards in the Merger. Diamondback’s common stock is listed and traded on the NASDAQ Global Select Market under the symbol "FANG". The transaction was unanimously approved by the Boards of Directors of both companies. The Merger is expected to close late in the first quarter of 2021, and is subject to the approval of the Company's stockholders and other customary closing conditions. During the year ended December 31, 2020, the Company incurred $4.5 million of merger costs recognized in "General and administrative" expense on the Consolidated Statements of Operations (statements of operations) and $5.0 million of additional merger costs recognized in "Prepaid expenses" on the Consolidated Balance Sheets (balance sheets) as of December 31, 2020.

The preparation of the financial statements and Notes in conformity with GAAP requires that management formulate estimates and assumptions that affect revenues, expenses, assets, liabilities and the disclosure of contingent assets and liabilities. A significant item that requires management's estimates and assumptions is the estimate of proved oil and condensate, gas and NGL reserves, which are used in the calculation of depreciation, depletion and amortization rates of its oil and gas properties, impairment of proved properties and asset retirement obligations. Changes in estimated quantities of its reserves could impact the Company's reported financial results as well as disclosures regarding the quantities and value of proved oil and gas reserves. Other items subject to significant estimates and assumptions include income taxes and impairment. Although management believes these estimates are reasonable, actual results could differ from these estimates.

The Company's revenue, profitability and future growth are substantially dependent upon the prevailing and future prices for oil, gas and NGL, which are affected by many factors outside of QEP's control, including changes in market supply and demand. The novel coronavirus disease (COVID-19) pandemic and related shut-down of various sectors of the global economy resulted in a significant reduction in global demand for crude oil in 2020. Changes in market supply and demand are also impacted by Organization of Petroleum Exporting Countries (OPEC) production levels, weather conditions, pipeline capacity constraints, inventory storage levels, basis differentials, export capacity, strength of the U.S. dollar and other factors. Field-level prices received for QEP's oil and gas production have historically been volatile and may be subject to significant fluctuations in the future. The Company's derivative contracts serve to mitigate in part the effect of this price volatility on the Company's cash flows, and the Company has derivative contracts in place for a portion of its expected future oil and condensate production. Refer to Note 6 – Derivative Contracts for the Company's open oil commodity derivative contracts.

QEP recognizes revenue from the sale of oil and condensate, gas and NGL in the period that the performance obligations are satisfied. QEP's performance obligations are satisfied when the customer obtains control of product, when QEP has no further obligations to perform related to the sale, when the transaction price has been determined and when collectability is probable. The sale of oil and condensate, gas and NGL are made under contracts with customers, which typically include consideration that is based on pricing tied to local indices and volumes delivered in the current month. Reported revenues include estimates for the two most recent months using published commodity price indices and volumes supplied by field operators. Performance obligations under our contracts with customers are typically satisfied at a point in time through monthly delivery of oil and condensate, gas and/or NGL. Our contracts with customers typically require payment for oil and condensate, gas and NGL sales within 30 days following the calendar month of delivery.

QEP's oil and condensate is typically sold at specific delivery points under contract terms that are common in the industry. QEP's gas and NGL are also sold under contract types that are common in the industry; however, under these contracts, the gas and its components, including NGL, may be sold to a single purchaser or the residue gas and NGL may be sold to separate purchasers. Regardless of the contract type, the terms of these contracts compensate QEP for the value of the residue gas and NGL constituent components at market prices for each product. QEP also purchases and resells oil and gas primarily to fulfill volume commitments when production does not fulfill contractual commitments and to capture additional margin from subsequent sales of third party purchases. QEP recognizes revenue from these resale activities in the period that the performance obligations are satisfied.

For product sales that have a contract term greater than one year, the Company follows ASC 606-10-50-14(a), which states the Company is not required to disclose the transaction price allocated to remaining performance obligations if the variable consideration is allocated entirely to a wholly unsatisfied performance obligation. Under these contracts, each monthly product delivery generally represents a separate performance obligation; therefore, future volumes are wholly unsatisfied, and disclosure of the transaction price allocated to remaining performance obligations is not required.


	Year Ended December 31,
	2020		2019		2018
Supplemental Disclosures:	(in millions)
Cash paid for interest, net of capitalized interest	$	118.4	$	126.9	$	136.9
Cash paid (refund received) for income taxes, net	$	(164.0)	$	(66.7)	$	0.8
Cash paid for amounts included in the measurement of lease liabilities	$	25.7	$	25.3	$	—
Other Non-cash Activities:
Right-of-use assets obtained in exchange for operating lease obligations	$	11.0	$	16.6	$	—
Non-cash Investing Activities:
Capital expenditure accruals as of December 31,	$	37.8	$	63.3	$	54.5

Accounts receivable consists mainly of receivables from oil and gas purchasers and joint interest owners on properties the Company operates. The sale of oil, gas and NGLs exposes the Company to credit losses. The Company's expected loss allowance methodology for accounts receivable is developed using historical collection experience, current and future economic and market conditions and a review of the current status of customers' trade accounts receivables. For receivables from joint interest owners, the Company has the ability to withhold future revenue disbursements to recover any non-payment of joint interest billings. Generally, the Company's oil and gas receivables are collected and credit losses are minimal. However, if commodity prices remain low for an extended period of time, the Company could incur increased levels of bad debt expense. Bad debt recovery associated with accounts receivable for the year ended December 31, 2020 was $0.3 million, and bad debt expense for the years ended December 31, 2019 and 2018 was $0.3 million, and $0.6 million, respectively. Bad debt expense or recovery is included in "General and administrative" expense on the Consolidated Statements of Operations (statements of operations). The Company routinely assesses the recoverability of all material trade and other receivables to determine their collectability. As of December 31, 2020 and 2019, the allowance for cumulative expected credit losses was $1.7 million and $1.6 million, respectively.

The Company follows the successful efforts method of accounting for oil and gas property acquisitions, exploration, development and production activities. Under this method, the acquisition costs of proved and unproved properties, successful exploratory wells and development wells are capitalized. Other exploration costs, including geological and geophysical costs, delay rentals and administrative costs associated with unproved property and unsuccessful exploratory well costs are expensed. Costs to operate and maintain wells and field equipment are expensed as incurred. A gain or loss is generally recognized only when an entire field is sold or abandoned, or if the unit-of-production depreciation, depletion and amortization rate would be significantly affected. Capitalized costs of unproved properties are reclassified to proved property when related proved reserves are determined or charged against accumulated impairment when abandoned.

Capitalized proved leasehold costs are depleted on a field-by-field basis using the unit-of-production method and the estimated total proved oil and gas reserves. Capitalized costs of exploratory wells that have found proved oil and gas reserves and capitalized development costs are depreciated using the unit-of-production method based on estimated proved developed reserves for a successful effort field. The Company capitalizes an estimate of the fair value of future abandonment costs upon initial recognition.

Proved oil and gas properties are evaluated on a field-by-field basis for impairment. Other property, plant, and equipment are evaluated on a specific asset basis or in groups of similar assets, as applicable. When an indicator of impairment, or a "triggering event," is identified, the Company uses a cash flow model to assess its proved properties and operating lease right-of-use assets for impairment. Triggering events could include, but are not limited to, a reduction of oil and condensate, gas and NGL reserves caused by mechanical problems, faster-than-expected decline of production, lease ownership issues, potential disposition of assets, merger transactions and declines in oil, gas and NGL prices. When a triggering event is identified, the undiscounted future net cash flows of an evaluated asset are compared to the asset's carrying value. Cash flow estimates require forecasts and significant estimates and assumptions for many years into the future for a variety of factors, including estimates of future production, future oil and gas prices, future operating costs, future development costs and our five-year development plan. Cash flow estimates relating to future cash flows from probable and possible reserves are reduced by additional risk-weighting factors. If the asset's carrying value exceeds the related undiscounted net cash flows, fair value of the evaluated asset is estimated using a discounted cash flow approach. The signing of a merger or purchase and sale agreement could also cause the Company to evaluate for, or recognize, an impairment of proved properties. For assets subject to a merger or purchase and sale agreement, the evaluation of terms of the merger or purchase and sale agreement are used as an indicator of fair value. If a range is estimated for the amount of possible future cash flows, the fair value of property is measured utilizing a probability-weighted approach in which the likelihood of possible outcomes is taken into consideration.

As of March 31, 2020, December 31, 2020 and December 31, 2019, the Company performed an assessment of recoverability and determined that the carrying value of proved properties was less than the respective undiscounted future cash flows, and therefore recorded no impairment. In the evaluation of recoverability as of December 31, 2020, the Company considered the estimated future pricing used by management in evaluating and entering into the Merger Agreement.

During the year ended December 31, 2018, QEP recorded impairment charges of $1,560.9 million, of which $1,559.3 million related to proved and unproved properties impairment as a result of signing purchase and sale agreements for the divestitures of the Williston Basin and Uinta Basin assets. The Williston Basin assets were impaired in the fourth quarter utilizing a probability-weighted assets held and use model, and the Uinta Basin assets were impaired in the second quarter utilizing an assets held for sale model.

QEP is obligated to fund the costs of disposing of long-lived assets upon their abandonment. The Company's ARO liability applies primarily to abandonment costs associated with oil and gas wells and certain other properties. ARO associated with the retirement of tangible long-lived assets are recognized as liabilities with an increase to the carrying amounts of the related long-lived assets in the period incurred. The cost of the tangible asset, including the asset retirement costs, is depreciated over the useful life of the asset. The ARO liability is recorded at estimated fair value upon initial recognition, measured by reference to the expected future cash outflows required to satisfy the retirement obligations discounted at the Company's credit-adjusted risk-free interest rate. Accretion expense is recognized over time as the discounted liabilities are accreted to their expected settlement value. If estimated future costs of ARO change, an adjustment is recorded to both the ARO liability and the long-lived asset. Revisions to estimated ARO can result from changes in retirement cost estimates, revisions to estimated inflation rates and changes in the estimated timing of abandonment. Refer to Note 4 – Asset Retirement Obligations for more information.

The Company is involved in various commercial and regulatory claims, litigation and other legal proceedings that arise in the ordinary course of its business. In each reporting period, the Company assesses these claims in an effort to determine the degree of probability and range of possible loss for potential accrual in its financial statements. The amount of ultimate loss may differ from these estimates. In accordance with ASC 450, Contingencies, an accrual is recorded for a loss contingency when its occurrence is probable and damages are reasonably estimable based on the anticipated most likely outcome or the minimum amount within a range of possible outcomes. Refer to Note 10 – Commitments and Contingencies for more information.

QEP accrues losses associated with environmental obligations when such losses are probable and can be reasonably estimated. Accruals for estimated environmental losses are recognized no later than at the time the remediation feasibility study, or the evaluation of response options, is complete. These accruals are adjusted as more information becomes available or as circumstances change. Future environmental expenditures are not discounted to their present value. Recoveries of environmental costs from other parties are recorded separately as assets at their undiscounted value when receipt of such recoveries is probable.

QEP has established policies and procedures for managing commodity price volatility through the use of derivative instruments. QEP uses commodity derivative instruments, typically fixed-price swaps, basis swaps, costless collars and calendar month average (CMA) rolls to realize a known price or price range for a specific volume of production delivered into a regional sales point. QEP's commodity derivative instruments do not require the physical delivery of oil or gas between the parties at settlement. All transactions are settled in cash with one party paying the other for the net difference in prices, multiplied by the contract volume, for the settlement period. QEP does not engage in speculative hedging transactions, nor does it buy and sell energy contracts with the objective of generating profits on short-term differences in price. Additionally, QEP does not currently have any commodity derivative transactions that have margin requirements or collateral provisions that would require payments prior to the scheduled settlement dates.

Management believes that its credit review procedures, loss reserves, cash deposits and investments, and collection procedures have adequately provided for usual and customary credit-related losses. Exposure to credit risk may be affected by extended periods of low commodity prices, as well as the concentration of customers in certain regions due to changes in economic or other conditions. Customers include commercial and industrial enterprises and financial institutions that may react differently to changing conditions.

The Company utilizes various processes to monitor and evaluate its credit risk exposure, which include closely monitoring current market conditions and counterparty credit fundamentals, including public credit ratings, where available. Credit exposure is controlled through credit approvals and limits based on counterparty credit fundamentals. Credit exposure is aggregated across all lines of business, including derivatives, physical exposure and short-term cash investments. To further manage the level of credit risk, the Company requests credit support and, in some cases, requests parental guarantees, letters of credit or prepayment from companies with perceived higher credit risk. Reserves for expected credit losses are periodically reviewed for adequacy. The Company also has master-netting agreements with some counterparties that allow the offsetting of receivables and payables in a default situation.

The Company enters into International Swap Dealers Association Master Agreements (ISDA Agreements) with each of its derivative counterparties prior to executing derivative contracts. The terms of the ISDA Agreements provide, among other things, the Company and the counterparties with rights of set-off upon the occurrence of defined acts of default by either the Company or counterparty to a derivative contract. The Company routinely monitors and manages its exposure to counterparty risk related to derivative contracts by requiring specific minimum credit standards for all counterparties, actively monitoring counterparties public credit ratings, and avoiding concentration of credit exposure by transacting with multiple counterparties. The Company's commodity derivative contract counterparties are typically financial institutions and energy trading firms with investment-grade credit ratings.

The amount of income taxes recorded by QEP requires interpretations of complex rules and regulations of various tax jurisdictions throughout the United States. QEP has recognized deferred tax assets and liabilities for temporary differences, operating losses and tax credit carryforwards. Deferred income taxes are provided for the temporary differences arising between the book and tax carrying amounts of assets and liabilities. These differences create taxable or tax-deductible amounts for future periods.

ASC 740, Income Taxes, specifies the accounting for uncertainty in income taxes by prescribing a minimum recognition threshold for a tax position to be reflected in the financial statements. If recognized, the tax benefit is measured as the largest amount of tax benefit that is more-likely-than-not to be realized upon ultimate settlement. Management has considered the amounts and the probabilities of the outcomes that could be realized upon ultimate settlement and believes that it is more-likely-than-not that the Company's recorded income tax benefits will be fully realized, or recognizes a valuation allowance against deferred tax assets in cases where we do not forecast sufficient future income to recognize the deferred tax asset. All federal income tax returns prior to 2019 have been examined by the Internal Revenue Service and are closed or have been pre-reviewed before filing. The federal income tax return for 2019 remains subject to examination and the 2020 return has not yet been filed. Most state tax returns for 2017 and subsequent years remain subject to examination. Should the Company utilize any of its state loss carryforwards, their carryforward losses would be subject to examination.

Tax legislation enacted in December 2017 (Tax Cuts and Jobs Act) changed several aspects of corporate taxation, including reducing our federal corporate statutory tax from 35% to 21%, limiting the amount of interest the Company could potentially deduct and eliminating the corporate Alternative Minimum Tax (AMT). The elimination of the corporate AMT allowed the Company to claim refunds for AMT credits carried forward from prior tax years. The Coronavirus Aid, Relief, and Economic Security Act (CARES Act) enacted in March 2020 permitted the Company to carry back its net operating loss (NOL) generated in 2018 and 2019, creating additional AMT credits, and to accelerate all of its AMT refunds. Guidance issued by the relevant regulatory authorities regarding tax legislation may materially impact QEP's financial statements. As additional guidance to the Tax Cuts and Jobs Act and the CARES Act is published in the form of Treasury Regulations and other IRS communications, the Company will monitor, assess and determine the impact of these communications on the Company's consolidated financial statements and statements of operations.

The Company's unvested restricted share awards, once granted, are considered issued and outstanding, the historical forfeiture rate is minimal, are eligible to receive dividends, and do not have a contractual obligation to share in losses of the Company. Accordingly, restricted share awards are considered participating securities. The Company's unexercised stock options do not contain rights to dividends. Under the two-class method, the earnings used to determine basic earnings (loss) per common share are reduced by an amount allocated to participating securities. When the Company records a net loss, none of the loss is allocated to the participating securities since the securities are not obligated to share in Company losses. Use of the two-class method has an insignificant impact on the calculation of basic and diluted earnings (loss) per common share. For the year ended December 31, 2020, there were no anti-dilutive shares. For the years ended December 31, 2019 and 2018, the Company was in a loss position, therefore, all potentially dilutive securities were anti-dilutive.

QEP issues restricted share awards, restricted cash awards and restricted share units to certain officers, employees and non-employee directors under its 2018 LTIP. QEP historically issued stock options. QEP used the Black-Scholes-Merton mathematical model to estimate the fair value of stock options for accounting purposes. The grant date fair value for restricted share awards is determined based on the closing bid price of the Company's common stock on the grant date. Share-based compensation cost for restricted share units is equal to its fair value as of the end of the period and is classified as a liability. QEP uses an accelerated method in recognizing share-based compensation costs for stock options and restricted share awards with graded-vesting periods. Stock options held by employees generally vest in three equal, annual installments and primarily have a term of seven years. Restricted share awards and restricted share units vest in equal installments over a specified number of years after the grant date with the majority vesting in three years. Non-vested restricted share awards have voting and dividend rights; however, sale or transfer is restricted. Employees may elect to defer their grants of restricted share awards and these deferred awards are designated as restricted share units. Restricted share units vest over a three-year period and are deferred into the Company's nonqualified, unfunded deferred compensation plan at the time of grant. Restricted cash award grants vest in equal installments over three years from the grant date. Share-based compensation cost for restricted cash awards is equal to its fair value as of the end of the period and is classified as a liability. The Company also issues performance share unit awards under its Cash Incentive Plan that are generally paid out in cash depending upon the Company's total shareholder return compared to a group of its peers over a three-year period. Share-based compensation cost for the performance share units is equal to its fair value as of the end of the period and is classified as a liability. Refer to Note 11 – Share-Based and Long-Term Compensation for more information.

QEP maintains closed, defined-benefit pension and other postretirement benefit plans, including both a qualified and a supplemental plan. QEP also provides certain health care and life insurance benefits for certain retired QEP employees. Determination of the benefit obligations for QEP's defined-benefit pension and other postretirement benefit plans impacts the recorded amounts for such obligations on the balance sheets and the amount of benefit expense recorded to the statements of operations.

QEP measures pension plan assets at fair value. Defined-benefit plan obligations and costs are actuarially determined, incorporating the use of various assumptions. Critical assumptions for pension and other postretirement benefit plans include the discount rate, the expected rate of return on plan assets (for funded pension plans) and the rate of future compensation increases. Other assumptions involve demographic factors such as retirement, mortality and turnover. QEP evaluates and updates its actuarial assumptions at least annually. QEP recognizes a pension curtailment immediately when there is a significant reduction in, or an elimination of, defined-benefit accruals for present employees' future services. Refer to Note 12 – Employee Benefits for more information.

Comprehensive income (loss) is the sum of net income (loss) as reported in the statements of operations and changes in the components of other comprehensive income (loss). Other comprehensive income (loss) includes certain items that are recorded directly to equity and classified as accumulated other comprehensive income (AOCI), which includes changes in the underfunded portion of the Company's defined-benefit pension and other postretirement benefits plans and changes in deferred income taxes on such amounts. These transactions do not represent the culmination of the earnings process but result from periodically adjusting historical balances to fair value.

In June 2016, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2016-13, Financial Instruments - Credit Losses (Topic 326) - Measurement of credit losses on financial instruments, which requires a company to consider forward-looking information to determine current estimated credit losses (CECL), for all financial instruments that are not accounted for at fair value through net income. Previously, credit losses on financial assets were only required to be recognized when they were incurred. The Company adopted ASU 2016-13 on January 1, 2020. The guidance did not have a significant impact on the financial statements or notes accompanying the financial statements.

In March 2020, the FASB issued ASU No. 2020-04, Reference Rate Reform, which provides temporary optional guidance to companies impacted by the transition away from the London Interbank Offered Rate (LIBOR). The amendment provides certain expedients and exceptions to applying GAAP in order to lessen the burden when contracts, hedging relationships and other transactions that reference LIBOR as a benchmark are modified. This amendment is effective upon issuance and expires on December 31, 2022. The Company is currently assessing the impact of the LIBOR transition and this ASU on the Company's financial statements.