8-K/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

Date of Report - July 1, 2014

(Date of earliest event reported)

QEP Midstream Partners, LP

(Exact name of registrant as specified in its charter)

STATE OF DELAWARE	001-36047	80-0918184
(State or other jurisdiction of incorporation)	(Commission File No.)	(I.R.S. Employer Identification No.)

1050 17^th Street, Suite 800

Denver, Colorado 80265

(Address of principal executive offices)

303-672-6900

Registrant's telephone number, including area code

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Explanatory Note

On July 2, 2014, QEP Midstream Partners, LP (the “Partnership”) filed a current report on Form 8-K (the "Original Filing") in connection with the completion of its acquisition of 40% of the membership interests in Green River Processing, LLC (the “Company”) from QEP Field Services Company (“QEPFS”), a wholly owned subsidiary of QEP Resources, Inc. (“QEP”) on July 1, 2014 (the "Closing Date").

The Company’s assets consist of the Blacks Fork processing complex and Emigrant Trail processing plant in southwest Wyoming (collectively "Green River Processing Operations"). Green River Processing Operations were conveyed to the Company on the Closing Date and prior to this were wholly owned by QEPFS. Thus, the historical financial statements presented in Exhibit 99.1 relate to Green River Processing Operations.

The Partnership is filing this Form 8-K/A to provide certain audited and unaudited financial statements of Green River Processing Operations and unaudited pro forma consolidated financial statements of QEP Midstream Partners, LP as required by Item 9.01(a) and Item 9.01(b) of Form 8-K. This information was not included in the the Original Filing.

Item 9.01 Financial Statements and Exhibits

(a) Financial Statements of Businesses Acquired

The Combined Financial Statements of Green River Processing Operations as of June 30, 2014, and for the six months ended June 30, 2014 and 2013 (unaudited), and as of December 31, 2013 and 2012, and for the years ended December 31, 2013, 2012 and 2011 (audited), including the notes thereto, are filed herewith as Exhibit 99.1.

(b) Pro forma financial information

The Unaudited Pro Forma Consolidated Financial Statements of QEP Midstream Partners, LP as of June 30, 2014, for the six months ended June 30, 2014, and for the year ended December 31, 2013, including the notes thereto, are filed herewith as Exhibit 99.2.

(d) Exhibits

Exhibit No.	Description
23.1	Consent of Independent Certified Public Accounting Firm - PricewaterhouseCoopers LLP
99.1	Combined Financial Statements of Green River Processing Operations as of June 30, 2014, and for the six months ended June 30, 2014 and 2013 (unaudited), and as of December 31, 2013 and 2012, and for the years ended December 31, 2013, 2012 and 2011 (audited), including the notes thereto.
99.2	Unaudited Pro Forma Consolidated Financial Statements of QEP Midstream Partners, LP as of June 30, 2014, for the six months ended June 30, 2014, and for the year ended December 31, 2013, including the notes thereto.

SIGNATURE

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.

		QEP Midstream Partners, LP
		(Registrant)
	By:	QEP Midstream Partners GP, LLC,
		its general partner
September 12, 2014
		/s/ Richard J. Doleshek
		Richard J. Doleshek
		Executive Vice President and
		Chief Financial Officer

EXHIBIT INDEX

The following exhibits are filed or furnished herewith:

Exhibit No.	Description
23.1	Consent of Independent Certified Public Accounting Firm - PricewaterhouseCoopers LLP
99.1	Combined Financial Statements of Green River Processing Operations as of June 30, 2014, and for the six months ended June 30, 2014 and 2013 (unaudited), and as of December 31, 2013 and 2012, and for the years ended December 31, 2013, 2012 and 2011 (audited), including the notes thereto.
99.2	Unaudited Pro Forma Consolidated Financial Statements of QEP Midstream Partners, LP as of June 30, 2014, for the six months ended June 30, 2014, and for the year ended December 31, 2013, including the notes thereto.

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 (No. 333-190575) of QEP Midstream Partners, LP of our report dated September 12, 2014 relating to the financial statements of Green River Processing Operations, which appears in the Current Report on Form 8‑K/A of QEP Midstream Partners, LP dated September 12, 2014.

/s/ PricewaterhouseCoopers LLP

Houston, Texas

September 12, 2014

EX-99.1

Exhibit 99.1

Green River Processing Operations

Combined Financial Statements

For the Periods Ended June 30, 2014 and 2013, and the Years Ended December 31, 2013, 2012 and 2011, and As of June 30, 2014, and December 31, 2013 and 2012

INDEX TO FINANCIAL STATEMENTS

Green River Processing Operations Combined Financial Statements
Report of Independent Registered Public Accounting Firm	3
Combined Statements of Operations	4
Combined Balance Sheets	5
Combined Statements of Cash Flows	6
Combined Statements of Equity	7
Notes Accompanying the Combined Financial Statements	8

2

Report of Independent Registered Public Accounting Firm

To the Board of Directors of QEP Midstream Partners, LP:

In our opinion, the accompanying combined balance sheets and the related combined statements of operations, equity, and cash flows present fairly, in all material respects, the financial position of Green River Processing Operations at December 31, 2013and 2012, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2013in conformity with accounting principles generally accepted in the United States of America. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

/s/ PricewaterhouseCoopers LLP

Houston, Texas

September 12, 2014

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GREEN RIVER PROCESSING OPERATIONS

COMBINED STATEMENTS OF OPERATIONS

	Six Months Ended June 30,						Year Ended December 31,
	2014			2013			2013			2012			2011
	(unaudited)			(unaudited)
	(in millions)
REVENUE
NGL sales	$	41.1		$	32.8		$	67.7		$	107.3		$	137.0
Processing (fee-based) revenue	16.6			17.4			36.1			35.4			20.5
Purchased gas and NGL sales	1.0			6.5			5.1			10.6			—
Total Revenue	58.7			56.7			108.9			153.3			157.5
OPERATING EXPENSES
Processing expense	5.3			4.6			10.1			10.3			7.4
Processing plant fuel and shrinkage	13.3			11.8			23.5			25.9			40.9
Transportation and fractionation costs	3.9			5.4			12.0			21.1			3.2
Purchased gas and NGL expense	1.0			6.5			5.2			9.6			—
General and administrative	8.4			4.2			10.2			8.7			8.2
Taxes other than income taxes	0.6			0.5			1.0			1.0			0.5
Depreciation and amortization	4.4			3.3			7.9			9.4			5.0
Total Operating Expenses	36.9			36.3			69.9			86.0			65.2
OPERATING INCOME	21.8			20.4			39.0			67.3			92.3
Interest income from related party	—			1.7			2.5			4.6			4.3
INCOME BEFORE INCOME TAXES	21.8			22.1			41.5			71.9			96.6
Income taxes	(7.6		)	(7.7		)	(14.5		)	(25.1		)	(33.8		)
NET INCOME	$	14.2		$	14.4		$	27.0		$	46.8		$	62.8

See notes accompanying the combined financial statements.

4

GREEN RIVER PROCESSING OPERATIONS

COMBINED BALANCE SHEETS

	June 30, 2014		December 31,
			2013		2012
	(unaudited)
ASSETS	(in millions)
Current assets:
Cash and cash equivalents	$	—	$	—	$	—
Accounts receivable, net	14.5		12.5		25.7
Accounts receivable from related party	14.7		4.0		3.7
Deferred income taxes - current	0.4		0.4		0.5
Natural gas imbalance receivable	4.8		2.5		0.9
Inventory, at lower of average cost or market	2.7		1.0		8.3
Total current assets	37.1		20.4		39.1
Property, plant and equipment, net	275.4		276.0		254.0
Note receivable from related party	—		—		76.0
Other noncurrent assets	0.1		1.3		1.3
Total assets	$	312.6	$	297.7	$	370.4
LIABILITIES
Current liabilities
Accounts payable	$	14.2	$	11.6	$	8.6
Accounts payable to related party	22.8		24.7		12.0
Income taxes payable	37.6		34.3		29.1
Natural gas imbalance liability	4.8		2.5		0.9
Other current liabilities	2.1		1.7		1.2
Total current liabilities	81.5		74.8		51.8
Asset retirement obligation	4.8		4.7		3.8
Deferred income taxes	82.1		77.8		68.4
Commitments and contingencies (see Note 6)
EQUITY
Owners' net investment	144.2		140.4		246.4
Total net equity	144.2		140.4		246.4
Total liabilities and equity	$	312.6	$	297.7	$	370.4

See notes accompanying the combined financial statements.

5

GREEN RIVER PROCESSING OPERATIONS

COMBINED STATEMENTS OF CASH FLOWS

	Six Months Ended June 30,						Year Ended December 31,
	2014			2013			2013			2012			2011
	(unaudited)			(unaudited)
	(in millions)
OPERATING ACTIVITIES
Net income	$	14.2		$	14.4		$	27.0		$	46.8		$	62.8
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	4.4			3.3			7.9			9.4			5.0
Deferred income taxes	4.3			4.9			9.3			14.4			15.4
Changes in operating assets and liabilities:
Accounts receivable	(12.7		)	17.5			12.9			9.1			(28.9		)
Inventory, at lower of average cost or market	(1.7		)	7.3			7.3			(2.4		)	(1.2		)
Accounts payable and accrued expenses	(0.4		)	5.7			22.9			(11.0		)	18.8
Income taxes	3.3			2.8			5.2			10.7			18.4
Other	1.5			0.3			0.8			0.1			(1.8		)
Net cash provided by operating activities	12.9			56.2			93.3			77.1			88.5
INVESTING ACTIVITIES
Property, plant and equipment	(2.5		)	(19.7		)	(36.3		)	(56.9		)	(42.7		)
(Issuance) repayments of note receivable (with related party), net	—			(53.4		)	76.0			(21.3		)	(42.5		)
Net cash used in investing activities	(2.5		)	(73.1		)	39.7			(78.2		)	(85.2		)
FINANCING ACTIVITIES
Contributions from (distributions to) parent	(10.4		)	16.9			(133.0		)	1.1			(3.3		)
Net cash used in financing activities	(10.4		)	16.9			(133.0		)	1.1			(3.3		)
Change in cash and cash equivalents	—			—			—			—			—
Beginning cash and cash equivalents	—			—			—			—			—
Ending cash and cash equivalents	$	—		$	—		$	—		$	—		$	—
Supplemental Disclosures:
Non-cash investing activities
Change in capital expenditure accrual balance	$	1.1		$	(5.7	)	$	(7.1	)	$	4.4		$	(11.0	)

See notes accompanying the combined financial statements.

6

GREEN RIVER PROCESSING OPERATIONS

COMBINED STATEMENT OF EQUITY

	Total Net Equity
	(in millions)
Balance at December 31, 2010	$	139.0
Net income	62.8
Distribution to parent, net	(3.3		)
Balance at December 31, 2011	$	198.5
Net income	46.8
Contribution from parent, net	1.1
Balance at December 31, 2012	$	246.4
Net income	27.0
Distribution to parent, net	(133.0		)
Balance at December 31, 2013	$	140.4
Net income	14.2
Distribution to parent, net	(10.4		)
Balance at June 30, 2014	$	144.2

See notes accompanying the combined financial statements.

7

GREEN RIVER PROCESSING OPERATIONS

NOTES ACCOMPANYING THE COMBINED FINANCIAL STATEMENTS

Note 1—Description of Business and Basis of Presentation

Green River Processing Operations ("Green River Processing" or the "Business") consists of the assets and operations of the Blacks Fork complex and the Emigrant Trail plant, both of which are located in southwest Wyoming. The combined processing capacity of Green River Processing's assets is 890 million cubic feet per day, or MMcf/d, of which 560 MMcf/d is cryogenic capacity and 330 MMcf/d is Joule-Thomson processing capacity. In addition, there is 15,000 barrels per day of natural gas liquids ("NGL") fractionation capacity at the Blacks Fork complex.

Green River Processing was historically wholly owned by QEP Field Services ("QEPFS"). QEPFS is a Delaware corporation that owns and operates a diversified portfolio of midstream energy assets and is a wholly owned subsidiary of QEP Resources, Inc. ("QEP"). On July 1, 2014, QEPFS conveyed the Business to Green River Processing, LLC (the "Contribution") in connection with its sale of 40% of the membership interests in Green River Processing, LLC to QEP Midstream Partners, LP. Green River Processing, LLC is a Delaware limited liability company that was organized on February 6, 2014, by QEPFS, its sole member.

Basis of Presentation

The combined financial statements represent the assets, liabilities and operations of Green River Processing. The combined financial statements have been prepared from the historical accounting records of QEPFS and are presented on a carve-out basis to include the historical performance of Green River Processing as the Contribution was accounted for as a reorganization of entities under common control. All assets and liabilities specifically identified with the Business described above have been included in the Combined Balance Sheets. The combined financial information included herein contains certain allocations based on the historical activity levels to reflect the combined financial statements in accordance with accounting principles generally accepted in the United States of America ("GAAP") and may not necessarily reflect the financial position, results of operations and cash flows of Green River Processing in the future or as if it had existed as a separate, stand-alone business during the periods presented.

The costs of doing business incurred by QEPFS or QEP on the Business' behalf has been reflected in the accompanying financial statements. These costs include general and administrative expenses allocated by QEPFS or QEP to Green River Processing in exchange for:

• business services, such as payroll, accounts payable and facilities management;

• corporate services, such as finance and accounting, legal, human resources, investor relations and public and regulatory policy;

• executive compensation, including share-based compensation; and

• other post-retirement benefit costs.

In the opinion of management, the allocations have been made on a reasonable basis and have been consistently applied for each period presented.

Transactions between Green River Processing and QEPFS or QEP have been identified in the combined financial statements as transactions between related parties (see Note 3).

Unaudited Interim Combined Financial Statements

The accompanying interim combined financial statements as of June 30, 2014 and for the six months ended June 30, 2014 and 2013 are unaudited. The unaudited interim statements have been derived from QEPFS’ historical financial records and prepared on the same basis as the audited combined financial statements. In the opinion of management, the unaudited interim combined financial statements reflect all adjustments necessary to fairly state the Business' financial position at June 30, 2014, its net income and cash flows for the six months ended June 30, 2014 and 2013 and its division of equity for the six months ended June 30, 2014. All such adjustments are of a normal recurring nature. The results for interim periods are not necessarily indicative of annual results.

Note 2—Summary of Significant Accounting Policies

Use of Estimates

The preparation of the combined financial statements and notes in conformity with GAAP requires that management formulate estimates and assumptions that affect revenue, expenses, assets, liabilities and the disclosure of contingent assets and liabilities.

8

Items subject to estimates and assumptions include the carrying amount of property, plant and equipment, valuation allowances for receivables, income taxes, accrued liabilities, accrued revenue and related receivables and obligations related to employee benefits, among others. Although management believes these estimates are reasonable, actual results could differ from these estimates.

Revenue Recognition

Green River Processing provides processing services under fee-based and keep-whole contracts. Under fee-based arrangements, the Business receives a fee or fees for gas processing and NGL marketing services. The revenue earned from fee-based arrangements is tied directly to the volume of gas processed by the facilities or the volume of NGL sold and is not directly dependent on commodity prices. A portion of the fee-based agreements provide for minimum annual payments, which are recognized as revenue pursuant to the contract terms.

Under keep-whole arrangements, Green River Processing processes the natural gas for a customer and retains the resulting NGL. The extraction of NGL from natural gas during processing reduces the Btu content of the gas. As a result, Green River Processing must either purchase gas at market prices to return to producers or make a cash payment to the producers equal to the value of the natural gas.

Cash and Cash Equivalents

Green River Processing's operations were funded by QEP and managed under QEP’s centralized cash management program. Cash equivalents consist principally of repurchase agreements with maturities of three months or less. The repurchase agreements are highly liquid investments in overnight securities made through the commercial-bank accounts that result in available funds the next business day.

Accounts Receivable Trade

Green River Processing's receivables consist primarily of third-party and QEP invoices. Management routinely assesses the recoverability of all material trade and other receivables to determine their collectability. Green River Processing's allowance for bad-debt expense was $0.1 million as of December 31, 2013. There was no allowance for bad-debt expense as of December 31, 2012 or June 30, 2014.

Property, Plant and Equipment

Property, plant and equipment primarily consists of processing and fractionation facilities and are stated at the lower of historical cost, less accumulated depreciation or fair value, if impaired. Construction-related direct labor and material costs are capitalized. Maintenance and repair costs are expensed as incurred, except substantial compression overhaul costs that are capitalized and depreciated. Assets placed into service are depreciated, on a straight-line-basis, over the estimated useful life of the asset.

Impairment of Long-lived Assets

We evaluate whether long-lived assets have been impaired and determine if the carrying amount of the assets may not be recoverable. Impairment is indicated when a triggering event occurs and/or the estimated fair value of an evaluated asset is less than the asset’s carrying value. If impairment is indicated, the asset would be reduced to the estimated fair value. There were no long-lived asset impairments during the six months ended June 30, 2014 or 2013, or during the years ended December 31, 2013, 2012 or 2011.

Asset Retirement Obligations

Asset retirement obligations (“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. ARO are recorded at estimated fair value, measured by reference to the expected future cash outflows required to satisfy the retirement obligations discounted at our 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 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.

Natural Gas Imbalances

The combined balance sheets include natural gas imbalance receivables or payables resulting from differences in gas volumes received by customers and gas volumes delivered to interstate pipelines. Natural gas volumes owed to or by Green River Processing that are subject to tariffs are valued at market index prices, as of the balance sheet dates, and are subject to cash settlement procedures. Other natural gas volumes owed to or by Green River Processing are valued at the Business’ weighted average cost of natural gas as of the balance sheet dates and are settled in-kind.

9

Litigation and Other Contingencies

In accordance with ASC 450, Contingencies, an accrual is recorded for a loss contingency when its occurrence is probable and damages can be reasonably estimated based on the anticipated most likely outcome or the minimum amount within a range of possible outcomes. Management regularly reviews contingencies to determine the adequacy of its accruals and related disclosures. The amount of ultimate loss may differ from these estimates. See Note 6 —Commitments and Contingencies, for additional information.

Green River Processing 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 additional 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.

Credit Risk

Exposure to credit risk may be affected by the concentration of customers due to changes in economic or other conditions. Customers include individuals and commercial and industrial enterprises that may react differently to changing conditions. Management believes that its credit-review procedures, loss reserves, customer deposits and collection procedures have adequately provided for usual and customary credit-related losses.

The customers accounting for 10% or more of Green River Processing’s combined revenue for the years ended December 31, 2013, 2012 and 2011 are as follows:

	Year Ended December 31,
	2013		2012		2011
	(in millions)
Enterprise Products Operating, LP	$	45.7	$	89.6	$	106.9
QEP	33.3		33.1		17.6

Green River Processing’s principal customers are Enterprise Products Operating, LP and QEP. Except for those customers listed above, no other single customer accounted for greater than 10% of revenue during 2013, 2012 and 2011. Management believes that the risk of loss of a large customer is remote as a result of its contractual obligations.

Post-Retirement Employee Benefit Plans

Green River Processing is allocated a portion of the expense associated with the various employee benefit plans of QEP. These plans include but are not limited to a qualified defined benefit pension plan, unfunded nonqualified supplementary retirement plan, post-retiree medical plan, and an employee investment plan. For purposes of the combined financial statements, Green River Processing is considered to be participating in the employee benefit plans of QEP. As a participant in the benefit plans, Green River Processing recognizes in each period the allocation from QEP as expense, but it does not recognize any employee benefit plan liabilities.

Income Taxes

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. We record interest earned on income tax refunds in interest and other income and record penalties and interest charged on tax deficiencies in interest expense.

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 our recorded income tax benefits will be fully realized. There were no unrecognized tax benefits at the beginning or end of the twelve-month periods ended December 31, 2013, 2012 and 2011. Federal income tax returns for 2011 and 2012 are closed by the Internal Revenue Service. Income tax returns for 2013 have not yet been filed. Most state tax returns for 2010 and subsequent years remain subject to examination.

10

Fair Value Measurements

We did not have any assets or liabilities accounted for at fair value on a recurring basis as of June 30, 2014, and December 31, 2013 and 2012. We believe the carrying value of our current assets and liabilities approximate fair value. The carrying amount of our note receivable from related party approximates fair value and is a Level 1 investment.

The initial measurement of ARO at fair value is calculated using discontinued cash flow techniques and based on internal estimates of future retirement costs associated with property, plant and equipment. Significant Level 3 inputs are used in the calculation of ARO and include retirement costs and asset lives. A reconciliation of our ARO is presented in Note 5—Asset Retirement Obligations.

Recent Accounting Developments

In May 2014, the Financial Accounting Standards Board issued Accounting Standards Update 2014-09, Revenue from Contracts with Customers (Topic 606), which seeks to provide a single, comprehensive revenue recognition model for all contracts with customers to improve comparability within industries, across industries, and across capital markets. The revenue standard contains principles that an entity will apply to determine the measurement of revenue and timing of when it is recognized. The underlying principle is that an entity will recognize revenue to depict the transfer of goods or services to customers at an amount that the entity expects to be entitled to in exchange for those goods or services. The amendments are effective prospectively for reporting periods beginning after December 15, 2016 and early adoption is not permitted. The Business is currently assessing the impact on its consolidated financial statements.

Note 3—Related Party Transactions

Green River Processing provides gas processing and NGL marketing services for QEP resulting in related party transactions. The following discussion describes these related party transactions in more detail.

Centralized Cash Management

QEP operates a cash management system whereby excess cash from its various subsidiaries, held in separate bank accounts, is swept to a centralized account. Sales and purchases related to third-party transactions are settled in cash but are received or paid by QEP within the centralized cash management system.

Note Receivable from Related Party

QEPFS has various debt and note agreements in place with QEP. A portion of QEPFS' debt and interest was allocated to Green River Processing and QEPFS' other operating assets based upon capital expenditures and working capital. At December 31, 2012, Green River Processing had a $76.0 million note receivable related to its allocation from QEPFS that is included in "Note receivable from related party" on the Combined Balance Sheets. There were no amounts outstanding as of December 31, 2013 or June 30, 2014. Additionally, Green River Processing had interest income related to its allocated note receivable included in "Interest income from related party" on the Combined Statements of Operations.

Allocation of Costs

The employees supporting Green River Processing’s operations are employees of QEP and QEPFS. General and administrative expense for Green River Processing was $10.2 million, $8.7 million and $8.2 million for the years ended December 31, 2013, 2012 and 2011, respectively, and $8.4 million and $4.2 million for the periods ended June 30, 2014 and 2013, respectively. The combined financial statements of Green River Processing include direct charges for operations and support of our assets and costs allocated by QEP. These allocated costs are reimbursed and relate to: (i) various business services, including, but not limited to, payroll, accounts payable and facilities management, (ii) various corporate services, including, but not limited to, legal, accounting, treasury, information technology and human resources and (iii) restructuring, compensation, share-based compensation, and other post-retirement costs.

The following table summarizes the other related party income statement transactions with QEP:

	Six Months Ended June 30,				Year Ended December 31,
	2014		2013		2013		2012		2011
	(in millions)
Revenue from related party	$	15.3	$	15.5	$	33.3	$	33.1	$	17.6
Interest income from related party	—		1.7		2.5		4.6		4.3

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Note 4—Property, Plant and Equipment

A summary of the historical cost of Green River Processing’s property, plant and equipment is as follows:

		June 30, 2014			December 31,
					2013			2012
	Estimated useful lives	(in millions)
Processing equipment	5 to 40 years	$	308.0		$	305.3		$	276.5
General support equipment	3 to 30 years	4.7			3.9			4.1
Total property, plant and equipment		312.7			309.2			280.6
Accumulated depreciation		(37.3		)	(33.2		)	(26.6		)
Total net property, plant and equipment		$	275.4		$	276.0		$	254.0

Note 5—Asset Retirement Obligations

Green River Processing records ARO when there are legal obligations associated with the retirement of tangible long-lived assets. The fair values of such costs are estimated based on abandonment costs of similar assets and are depreciated over the life of the related assets. Revisions to the ARO liability may occur, amongst other things, due to changes in estimated abandonment costs and estimated settlement timing. The ARO liability is adjusted to present value each period through an accretion calculation using a credit-adjusted, risk-free interest rate of the Business.

The following is a reconciliation of the changes in the ARO for the periods specified below:

	Asset Retirement Obligations
	(in millions)
ARO liability at January 1, 2013	$	3.8
Accretion	0.2
Liabilities incurred	0.3
Revisions	0.4
ARO liability at December 31, 2013	4.7
Accretion	0.1
ARO liability at June 30, 2014	$	4.8

Note 6—Commitments and Contingencies

Contingencies

Green River Processing may be involved in various commercial and regulatory claims, litigation and other legal proceedings that arise in the ordinary course of our business. Management assesses these claims in an effort to determine the degree of probability and range of possible loss for potential accrual in our combined financial statements. In accordance with ASC 450, Contingencies, an accrual is recorded for a loss contingency when its occurrence is probable and damages can be reasonably estimated based on the anticipated most likely outcome or the minimum amount within a range of possible outcomes. Because legal proceedings are inherently unpredictable and unfavorable resolutions could occur, assessing contingencies is highly subjective and requires judgments about uncertain future events. When evaluating contingencies, management may be unable to provide a meaningful estimate due to a number of factors, including the procedural status of the matter in question, the presence of complex or novel legal theories, and/or the ongoing discovery and development of information important to the matter. As of the periods presented herein, Green River Processing has not recorded any litigation loss contingencies.

Commitments

QEP has contractual cash obligations for NGL transportation and fractionation services with various third-parties. Market conditions and competition may prevent full utilization of the contractual capacity. A portion of QEP's cash obligations for NGL transportation and fractionation services are allocated to Green River Processing. The allocated annual payments and the

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corresponding years for transportation and fractionation services allocated to Green River Processing are as follows (in millions):

Year	Amount
2014	$	33.2
2015	33.2
2016	33.2
2017	33.2
2018	33.2
After 2018	99.7
Total	$	265.7

QEP has contractual cash obligations for operating leases of which a portion is allocated to Green River Processing. These leases have original terms ranging from 10 to 12 years and are classified as operating leases. Allocated rent expense related to these leases was $0.3 million, $0.2 million and $0.1 million for 2013, 2012 and 2011, respectively.

Allocated annual payments and the corresponding years for operating lease contracts are as follows (in millions):

Year	Amount
2014	$	0.3
2015	0.3
2016	0.3
2017	0.3
2018	0.2
After 2018	1.1
Total	$	2.5

Note 7—Income Taxes

Details of income tax expenses and deferred income taxes from continuing operations are provided in the following tables. The components of income tax expenses were as follows:

	Six Months Ended June 30,				Year Ended December 31,
	2014		2013		2013		2012		2011
Federal income tax expense	(in millions)
Current	$	3.3	$	2.8	$	5.2	$	10.7	$	18.4
Deferred	4.3		4.9		9.3		14.4		15.4
Total income tax expense	$	7.6	$	7.7	$	14.5	$	25.1	$	33.8

Green River Processing’s statutory federal income tax rate and effective income tax rate are both 35% for all periods presented.

Taxes are calculated on a separate return basis, rather than allocated from QEP or QEPFS. Green River Processing has been included in QEP’s consolidated U.S. tax return. QEPFS is jointly (with other subsidiaries of QEP) and severally liable for any additional taxes that may be assessed.

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All of Green River Processing’s deferred tax assets and liabilities are presented in the lines "Deferred income taxes" within the Combined Balance Sheet. Significant components of our deferred income taxes are as follows:

	June 30, 2014		December 31,
			2013		2012
	(in millions)
Deferred tax liabilities
Property, plant and equipment	$	82.1	$	77.8	$	68.4
Total deferred tax liabilities	82.1		77.8		68.4
Deferred tax assets
Bonus and vacation accruals	0.4		0.4		0.5
Total deferred tax assets	0.4		0.4		0.5
Net deferred income tax liability	$	81.7	$	77.4	$	67.9

Note 8—Subsequent Events

On July 1, 2014, QEPFS sold 40% of the membership interests in Green River Processing, LLC, a wholly owned subsidiary of QEPFS, to QEP Midstream Partners, LP, for $230.0 million. The transaction was accounted for as a transaction between entities under common control. In connection with the acquisition, QEPFS transfered the assets of Green River Processing to Green River Processing, LLC.

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EX-99.2

Exhibit 99.2

QEP Midstream Partners, LP

Unaudited Pro Forma Consolidated Financial Statements

As of June 30, 2014, for the Period Ended June 30, 2014,

and the Year Ended December 31, 2013

INDEX TO FINANCIAL STATEMENTS

Unaudited Pro Forma Consolidated Financial Statements
Introduction	2
Unaudited Pro Forma Consolidated Statement of Operations for the Six Months Ended June 30, 2014	4
Unaudited Pro Forma Consolidated Statement of Operations for the Year Ended December 31, 2013	5
Unaudited Pro Forma Consolidated Balance Sheet as of June 30, 2014	6
Notes Accompanying the Unaudited Pro Forma Consolidated Financial Statements	7

1

INTRODUCTION

QEP Midstream Partners, LP

QEP Midstream Partners, LP ("QEP Midstream", the "Partnership", "we", "us" or "our") was formed in Delaware on April 19, 2013, to own, operate, acquire and develop midstream energy assets. The Partnership's assets consist of ownership interests in four gathering systems and two Federal Energy Regulatory Commission regulated pipelines through which we provide natural gas and crude oil gathering and transportation services in Colorado, North Dakota, Utah and Wyoming.

On August 14, 2013, the Partnership completed its initial public offering (the "IPO") of common units representing limited partner interests in the Partnership. Unless the context otherwise requires, references in this report to "Predecessor," "we," "our," "us," or like terms, when used on a historical basis (periods prior to the IPO), refer to QEP Midstream Partners, LP Predecessor (the Predecessor). References in this report to "QEP Midstream" the "Partnership," "Successor," "we," "our," "us," or like terms, when used from and after the IPO, in the present tense or prospectively (starting August 14, 2013), refer to QEP Midstream Partners, LP and its subsidiaries. For purposes of these financial statements, "QEP" refers to QEP Resources, Inc. and its consolidated subsidiaries, including the Partnership.

As part of the IPO, QEP Midstream Partners GP, LLC ("General Partner") and QEP Field Services Company ("QEPFS"), both QEP affiliates, collectively contributed to the Partnership (i) a 100% ownership interest in each of QEP Midstream Partners Operating, LLC, QEPM Gathering I, LLC and Rendezvous Pipeline Company, L.L.C., (ii) a 78% interest in Rendezvous Gas Services, L.L.C., and (iii) a 50% equity interest in Three Rivers Gathering, L.L.C. The General Partner serves as general partner of the Partnership and together with QEP provides services to the Partnership pursuant to an omnibus agreement between the parties.

The Predecessor consists of all of the Partnership's gathering assets as well as a 38% equity interest in Uintah Basin Field Services, L.L.C. and a 100% interest in all other gathering assets owned by QEP Field Services in the Uinta Basin (collectively referred to as the "Uinta Basin Gathering System"). The Uinta Basin Gathering System was retained by QEP and was not part of the assets conveyed to the Partnership.

Green River Processing Acquisition

QEP Midstream completed its acquisition of 40% of the membership interests in Green River Processing, LLC (the "Company") from QEPFS on July 1, 2014 (the "Closing Date") (collectively, the "Green River Processing Acquisition"). The Company’s assets consist of the Blacks Fork processing complex and Emigrant Trail processing plant (collectively "Green River Processing Operations") both located in southwest Wyoming. Green River Processing Operations were conveyed to the Company on the Closing Date and prior to this were wholly owned by QEPFS.

The combined processing capacity of Green River Processing's assets is 890 million cubic feet per day, or MMcf/d, of which 560 MMcf/d is cryogenic capacity and 330 MMcf/d is Joule-Thomson processing capacity. In addition, there is 15,000 barrels per day of natural gas liquids ("NGL") fractionation capacity at the Blacks Fork complex.

Under the terms of the Purchase and Sale Agreement, the Partnership paid cash consideration of $230.0 million for the Green River Processing Acquisition, which was funded with $220.0 million of borrowings under the Partnership's credit facility and the remaining amount with cash on hand. The Green River Processing Acquisition was accounted for as an equity investment in unconsolidated affiliate. The investment was recorded at the carrying value as of the Closing date as the Green River Processing Acquisition represents a transaction between entities under common control with the difference between the carrying amount and the purchase price recorded to equity.

Pro Forma Financial Statements — Basis of Presentation

Item 9.01 of Form 8-K requires that we provide the following pro forma financial statements applicable to the Green River Processing Acquisition:

• Unaudited Pro Forma Consolidated Statements of Operations for the six months ended June 30, 2014, and the year ended December 31, 2013, prepared as if the Green River Processing Acquisition occurred as of January 1, 2013; and

• Unaudited Pro Forma Consolidated Balance Sheet as of June 30, 2014, prepared as if the Green River Processing Acquisition occurred as of the balance sheet date.

Our pro forma consolidated financial data has been derived from adjusting the historical combined financial statements of

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Green River Processing Operations as reported in Exhibit 99.1 to this Form 8-K/A, which consists of the assets and ownership interests which were transferred to the Company by QEPFS in connection with the closing of the Green River Processing Acquisition.

The pro forma adjustments are based on currently available information and certain estimates and assumptions. The unaudited pro forma consolidated financial data may not be indicative of the results that actually would have occurred if the Company operated autonomously or as an entity independent of QEPFS or QEP in the periods for which historical financial data is presented below or indicative of the results that may be obtained in the future. However, management believes that these estimates and assumptions provide a reasonable basis for presenting the significant effects of the Green River Processing Acquisition and that the pro forma adjustments are factually supportable and give appropriate effect to those estimates and assumptions and are properly applied in the pro forma combined financial data.

Under Securities and Exchange Commission ("SEC") regulations, pro forma adjustments to our statements of operations are limited to those that are (1) directly attributable to the Green River Processing Acquisition, (2) factually supportable and (3) expected to have a continuing impact. As such, in preparing the Unaudited Pro Forma Consolidated Statements of Operations, we have combined our reported results with those of the Green River Processing Acquisition and made adjustments to:

• reflect the Partnership's portion of net income from its equity investment in the Company; and

• reflect additional interest expense that would have been incurred by the Partnership for the borrowings under our credit facility that were used to fund the Green River Processing Acquisition.

Under SEC regulations, pro forma adjustments to our balance sheet are limited to those that give effect to events that are directly attributable to the Green River Processing Acquisition and are factually supportable regardless of whether they have a continuing impact or are nonrecurring. As such, in preparing the Unaudited Pro Forma Consolidated Balance Sheet, we have utilized our previously reported unaudited balance sheet as of June 30, 2014, and made adjustments to:

• reflect the investment we acquired in the Green River Processing Acquisition; and

• reflect the cash consideration and debt incurred to fund the Green River Processing Acquisition.

The unaudited pro forma consolidated financial statements should be read in conjunction with the notes accompanying these unaudited pro forma consolidated financial statements and with the historical consolidated financial statements of QEP Midstream.

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QEP MIDSTREAM PARTNERSHIP, LP

UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS

For the Six Months Ended June 30, 2014

	QEP Midstream as Reported			Acquisition Pro Forma Adjustments				QEP Midstream Pro Forma
	(in millions, except per unit information)
Revenues
Gathering and transportation	$	57.3		$	—			$	57.3
Condensate sales	3.9			—				3.9
Total revenues	61.2			—				61.2
Operating expenses
Gathering expense	11.8			—				11.8
General and administrative	9.9			—				9.9
Taxes other than income taxes	1.0			—				1.0
Depreciation and amortization	16.0			—				16.0
Total operating expenses	38.7			—				38.7
Operating income	22.5			—				22.5
Income from unconsolidated affiliates	1.9			10.7			(b)	12.6
Interest expense	(1.1		)	(1.8		)	(c)	(2.9		)
Net income	23.3			8.9				32.2
Net income attributable to noncontrolling interest	(1.7		)	—				(1.7		)
Net income attributable to QEP Midstream or Predecessor	$	21.6		$	8.9			$	30.5
Net income attributable to QEP Midstream per limited partner unit (basic and diluted):
Common units	$	0.39						$	0.57
Subordinated units	$	0.39						$	0.57
Weighted-average limited partner units outstanding (basic and diluted):
Common units	26.7							26.7
Subordinated units	26.7							26.7

See notes accompanying the consolidated financial statements.

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QEP MIDSTREAM PARTNERSHIP, LP

UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS

For the Year Ended December 31, 2013

	QEP Midstream as Reported						QEP Midstream Predecessor Pro Forma Adjustments				Acquisition Pro Forma Adjustments				QEP Midstream Pro Forma
	Successor			Predecessor
Revenues	(in millions, except per unit information)
Gathering and transportation	$	46.1		$	92.9		$	(20.0	)	(d)	$	—			$	119.0
Condensate sales	2.0			7.4			(1.8		)	(d)	—				7.6
Total revenues	48.1			100.3			(21.8		)		—				126.6
Operating expenses
Gathering expense	9.8			19.7			(5.5		)	(d)	—				24.0
General and administrative	5.5			13.6			(3.3		)	(d)	—
							0.2			(e)	—				16.0
Taxes other than income taxes	0.8			1.3			(0.5		)	(d)	—				1.6
Depreciation and amortization	11.7			25.0			(5.7		)	(d)	—				31.0
Total operating expenses	27.8			59.6			(14.8		)		—				72.6
Net loss from property sales	—			(0.5		)	0.4			(d)	—				(0.1		)
Operating income	20.3			40.2			(6.6		)		—				53.9
Income from unconsolidated affiliates	1.2			3.8			(2.2		)	(d)	16.9			(b)	19.7
Interest expense	(0.9		)	(2.6		)	(0.6		)	(d)	(4.8		)	(c)
							3.2			(f)	—				(5.7		)
Net income	20.6			41.4			(6.2		)		12.1				67.9
Net income attributable to noncontrolling interest	(1.5		)	(2.5		)	—				—				(4.0		)
Net income attributable to QEP Midstream or Predecessor	$	19.1		$	38.9		$	(6.2	)		$	12.1			$	63.9
Net income attributable to QEP Midstream per limited partner unit (basic and diluted):
Common units	$	0.35													$	1.20
Subordinated units	$	0.35													$	1.20
Weighted-average limited partner units outstanding (basic and diluted):
Common units	26.7														(26.7		)
Subordinated units	26.7														(26.7		)

See notes accompanying the consolidated financial statements.

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QEP MIDSTREAM PARTNERSHIP, LP

UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEET

As of June 30, 2014

	QEP Midstream as Reported		Acquisition Pro Forma Adjustments				QEP Midstream Pro Forma
	(in millions)
ASSETS
Current assets:
Cash and cash equivalents	$	16.5	$	(10.0	)	(a)	$	6.5
Accounts receivable, net	11.7		—				11.7
Accounts receivable from related party	33.0		—				33.0
Natural gas imbalance receivable	13.2		—				13.2
Total current assets	74.4		(10.0		)		64.4
Property, plant and equipment, net	486.2		—				486.2
Investment in unconsolidated affiliates	25.7		106.9			(a)	132.6
Other noncurrent assets	3.0		—				3.0
Total assets	$	589.3	$	96.9			$	686.2
LIABILITIES
Current liabilities
Accounts payable	$	7.2	$	—			$	7.2
Accounts payable to related party	9.1		—				9.1
Natural gas imbalance liability	13.2		—				13.2
Deferred revenues	12.9		—				12.9
Other current liabilities	1.0		—				1.0
Total current liabilities	43.4		—				43.4
Long-term debt	—		220.0			(a)	220.0
Asset retirement obligation	13.8		—				13.8
Deferred revenue	11.7		—				11.7
Total long-term liabilities	25.5		220.0				245.5
Commitments and contingencies
EQUITY
Limited partner common units - 26.7 million units issued and outstanding	408.7		(14.8		)	(a)	393.9
Limited partner subordinated units - 26.7 million units issued and outstanding	65.3		(104.6		)	(a)	(39.3		)
General partner units - 1.1 units issued and outstanding	2.3		(3.7		)	(a)	(1.4		)
Total partners' capital	476.3		(123.1		)	(a)	353.2
Noncontrolling interest	44.1		—				44.1
Total equity	520.4		(123.1		)		397.3
Total liabilities and equity	$	589.3	$	96.9			$	686.2

See notes accompanying the consolidated financial statements.

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QEP MIDSTREAM PARTNERSHIP, LP

NOTES ACCOMPANYING THE UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS

Note 1 - Basis of Presentation

The historical financial information of QEP Midstream as reported in these unaudited pro forma consolidated financial statements is from the audited historical consolidated financial statements of QEP Midstream for the year ended December 31, 2013, and the unaudited quarterly financial statements of QEP Midstream as of and for the six months ended June 30, 2014. The pro forma adjustments for the Green River Processing Acquisition were derived from the historical combined financial statements of Green River Processing Operations.

The pro forma adjustments are based on currently available information and certain estimates and assumptions; therefore, the actual effects of these transactions will differ from the pro forma adjustments. A general description of these transactions and adjustments is provided in Note 2.

Note 2 - Pro forma Adjustments

The following adjustments have been prepared as if the Green River Processing Acquisition and related transactions had taken place at January 1, 2013, in the case of the pro forma statements of operations and on June 30, 2014, in the case of the pro forma balance sheet.

Acquisition Pro Forma Adjustments

(a)    Represents the acquisition of 40% of the membership interest in Green River Processing, LLC, for a total purchase price of $230.0 million, funded with $220.0 million of borrowings under the Partnership's credit facility and $10.0 million cash on hand. The investment was recorded at QEPFS' historical carrying value of the net property, plant and equipment less asset retirement obligations as of the Closing Date as the Green River Processing Acquisition represents a transaction between entities under common control with the difference between the carrying amount and the purchase price recorded to equity. The carrying value of the net property, plant and equipment less asset retirement obligations was used as these were the only assets, liabilities or working capital of Green River Processing Operations that was conveyed by QEPFS in conjunction with the Green River Processing Acquisition. The portion recorded to equity was allocated amongst the equity owned by QEPFS based upon the respective unit balances as of June 30, 2014 as follows (in millions):

Green River Processing Acquisition purchase price	$	230.0
QEPFS' historic carrying value	267.3
QEP Midstream's acquired 40% interest	106.9
Total equity contribution	$	123.1
	Equity Allocation		QEPFS Units as of June 30, 2014	% Ownership
Limited partner common units - QEPFS	$	14.8	3,701,750	12	%
Limited partner subordinated units	104.6		26,705,000	85	%
General partner units	3.7		1,090,286	3	%
Total QEP Midstream	$	123.1	31,497,036	100	%

(b)    Reflects the adjustment to income from unconsolidated affiliates to reflect QEP Midstream Partner's 40% share of Green River Processing Operations' pro forma net income. This adjustment was calculated utilizing Green River Processing Operations' historical financial data as reported in Exhibit 99.1 to this Form 8-K/A as follows:

7

	Six Months Ended June 30, 2014									Year Ended December 31, 2013
	Green River Processing Operations As Reported			Green River Processing Operations Pro Forma Adjustments				Green River Processing Pro Forma		Green River Processing Operations As Reported			Green River Processing Operations Pro Forma Adjustments				Green River Processing Pro Forma
	(in millions)
REVENUE
NGL sales	$	41.1		$	—			$	41.1	$	67.7		$	—			$	67.7
Processing (fee-based) revenue	16.6			—				16.6		36.1			—				36.1
Purchased gas and NGL sales	1.0			—				1.0		5.1			—				5.1
Total Revenue	58.7			—				58.7		108.9			—				108.9
OPERATING EXPENSES
Processing expense	5.3			—				5.3		10.1			—				10.1
Processing plant fuel and shrinkage	13.3			—				13.3		23.5			—				23.5
Transportation and fractionation costs	3.9			—				3.9		12.0			—				12.0
Purchased gas and NGL expense	1.0			—				1.0		5.2			—				5.2
General and administrative	8.4			(4.9		)	(1)	3.5		10.2			(3.2		)	(1)	7.0
Taxes other than income taxes	0.6			—				0.6		1.0			—				1.0
Depreciation and amortization	4.4			—				4.4		7.9			—				7.9
Total Operating Expenses	36.9			(4.9		)		32.0		69.9			(3.2		)		66.7
OPERATING INCOME	21.8			4.9				26.7		39.0			3.2				42.2
Interest income from related party	—			—				—		2.5			(2.5		)	(2)	—
INCOME BEFORE INCOME TAXES	21.8			4.9				26.7		41.5			0.7				42.2
Income taxes	(7.6		)	7.6			(3)	—		(14.5		)	14.5			(3)	—
NET INCOME	$	14.2		$	12.5			$	26.7	$	27.0		$	15.2			42.2
QEP Midstream's income from unconsolidated affiliates								$	10.7								$	16.9

Green River Processing Operations Pro Forma Adjustments

⁽¹⁾ Represents the adjustment to Green River Processing Operations' general and administrative expense to reflect the expense that will be paid by the Company to QEPFS per the Limited Liability Company Agreement of Green River Processing, LLC that was entered into concurrent with the Green River Processing Acquisition and conveyance of Green River Processing Operations to the Company by QEPFS on the Closing Date. The annual fee for general and administrative services is $7.0 million annually. This adjustment assumes a Closing Date of January 1, 2013.

⁽²⁾ Represents the elimination of interest income from related party that was the result of a note receivable with QEP that would have been settled prior to conveyance of the Green River Processing Operations to the Company by QEPFS on the Closing Date. This adjustment assumes a Closing Date of January 1, 2013.

⁽³⁾ Represents the adjustment to remove the income tax expense as the assets were conveyed to the Company, which is non-taxable entity.

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(c)    Represents the adjustment to interest expense to reflect the additional expense that would have been incurred related to the borrowings of $220.0 million under the Partnership's credit facility that was used to fund the Green River Processing Acquisition. This adjustment assumes the borrowings occurred on January 1, 2013, at an effective interest rate of 1.9% and results in a total interest expense of $2.9 million for the six months ended June 30, 2014, and $5.7 million for the year ended December, 31, 2013.

QEP Midstream Predecessor Pro Forma Adjustments

(d)    Reflects the adjustment to the Predecessor for assets retained by QEPFS following the IPO on August 14, 2013. The assets retained include the Uinta Basin Gathering System and general support equipment.

(e)    Reflects the adjustment to the Predecessor's general and administrative expenses for the estimated incremental expense that would have occurred as a result of operating as a public company and the entry into an omnibus agreement with QEP concurrent with the IPO for general and administrative services resulting in general and administrative expense for the Predecessor of $10.5 million for the period from January 1, 2013 through August 13, 2013.

(f)    Reflects the adjustment to the Predecessor's interest expense to eliminate historical interest expense due to QEP for outstanding related party debt that was settled concurrent with the IPO.

9