[X]
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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[ ]
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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PENNSYLVANIA
(State or other jurisdiction of incorporation or organization)
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25-0464690
(IRS Employer Identification No.)
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625 Liberty Avenue
Pittsburgh, Pennsylvania
(Address of principal executive offices)
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15222
(Zip Code)
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Title of each class
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Name of each exchange on which registered
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Common Stock, no par value
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New York Stock Exchange
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Large accelerated filer
X
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Accelerated filer ___
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Non-accelerated filer ___
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Smaller reporting company ___
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Glossary of Commonly Used Terms, Abbreviations and Measurements
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Cautionary Statements
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PART I
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Item 1
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Business
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Item 1A
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Risk Factors
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Item 1B
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Unresolved Staff Comments
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Item 2
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Properties
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Item 3
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Legal Proceedings
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Item 4
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Mine Safety and Health Administration Data
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Executive Officers of the Registrant
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PART II
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Item 5
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Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
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Item 6
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Selected Financial Data
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Item 7
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Management’s Discussion and Analysis of Financial Condition and Results of Operations
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Item 7A
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Quantitative and Qualitative Disclosures About Market Risk
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Item 8
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Financial Statements and Supplementary Data
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Item 9
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Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
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Item 9A
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Controls and Procedures
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Item 9B
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Other Information
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PART III
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Item 10
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Directors, Executive Officers and Corporate Governance
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Item 11
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Executive Compensation
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Item 12
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Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
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Item 13
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Certain Relationships and Related Transactions and Director Independence
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Item 14
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Principal Accounting Fees and Services
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PART IV
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Item 15
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Exhibits and Financial Statement Schedules
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Index to Financial Statements Covered by Report of Independent Registered Public Accounting Firm
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Index to Exhibits
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Signatures
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•
|
On May 7, 2014, a wholly owned subsidiary of the Company, EQT Gathering, LLC (EQT Gathering), contributed a
|
•
|
On
May 7, 2014
, the Partnership completed an underwritten public offering of
12,362,500
common units, which included the full exercise of the underwriters’ overallotment option, representing Partnership limited partner interests. The Partnership received net proceeds of approximately
$902.5 million
from the offering, after deducting the underwriters’ discount and offering expenses.
|
•
|
In
June 2014
, the Company exchanged certain assets with Range Resources Corporation (Range). The Company received approximately
73,000
net acres and approximately
900
producing wells, most of which are vertical wells, in the Permian Basin of Texas. In exchange, Range received approximately
138,000
net acres in the Company’s Nora field of Virginia (Nora), the Company’s working interest in approximately
2,000
producing vertical wells in Nora, the Company’s remaining
50%
ownership interest in Nora Gathering, LLC (Nora LLC), which owns the supporting gathering system in Nora, and
$167.3 million
in cash.
|
•
|
In July 2014, the Partnership announced that it will construct and own the Ohio Valley Connector (OVC) pipeline. The OVC includes a
36
-mile pipeline that will extend the Partnership’s transmission and storage system from northern West Virginia to Clarington, Ohio, at which point it will interconnect with the Rockies Express Pipeline and the Texas Eastern Pipeline. In December 2014, the Partnership submitted the OVC certificate application to the FERC and anticipates receiving the certificate in the second half of 2015. Subject to FERC approval, construction is scheduled to begin in the third quarter of 2015 and the pipeline is expected to be in-service by mid-year 2016. The OVC will provide approximately 850 BBtu per day of transmission capacity and the 36-mile pipeline portion is estimated to cost approximately $300 million, of which $120 million to $130 million is expected to be spent in 2015. The Partnership has entered into a
20
-year precedent agreement with the Company for a total of
650
BBtu per day of firm transmission capacity on the OVC.
|
•
|
In August 2014, the Partnership issued 4.00% Senior Notes (4.00% Senior Notes) due August 1, 2024 in the aggregate principal amount of $500.0 million. Net proceeds of the offering of $492.3 million were used to repay the outstanding borrowings under the Partnership’s credit facility and for general partnership purposes.
|
•
|
In September 2014, the Company and an affiliate of NextEra Energy, Inc. announced the formation of a joint venture, Mountain Valley Pipeline, LLC (MVP LLC), that will construct and own the Mountain Valley Pipeline (MVP). The Company expects to transfer its interest in MVP LLC to the Partnership. The approximately
300
-mile pipeline will extend from the Partnership’s existing transmission and storage system in Wetzel County, West Virginia to Pittsylvania County, Virginia. The Company expects that the Partnership will own the largest interest in the joint venture and will operate the MVP, which is estimated to cost a total of approximately $2.5 billion to $3.5 billion, with the Partnership funding its
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(Bcfe)
|
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Marcellus
|
|
Huron (a)
|
|
Upper
Devonian
|
|
Other
|
|
Total
|
|||||
Proved Developed
|
|
2,708
|
|
|
1,203
|
|
|
155
|
|
|
760
|
|
|
4,826
|
|
Proved Undeveloped
|
|
5,576
|
|
|
37
|
|
|
300
|
|
|
—
|
|
|
5,913
|
|
Total Proved Reserves
|
|
8,284
|
|
|
1,240
|
|
|
455
|
|
|
760
|
|
|
10,739
|
|
|
|
Years Ended December 31,
|
||||||||||
Gross wells spud:
|
|
2014
|
|
2013
|
|
2012
|
||||||
Horizontal Marcellus*
|
|
237
|
|
|
168
|
|
|
127
|
|
|||
Horizontal Huron
|
|
103
|
|
|
50
|
|
|
7
|
|
|||
Other
|
|
5
|
|
|
7
|
|
|
1
|
|
|||
Total
|
|
345
|
|
|
225
|
|
|
135
|
|
|||
|
|
|
|
|
|
|
||||||
Capital expenditures for well development:
|
||||||||||||
(in millions):
|
|
|
|
|
|
|
|
|
|
|||
Horizontal Marcellus*
|
|
$
|
1,456
|
|
|
$
|
1,103
|
|
|
$
|
810
|
|
Horizontal Huron
|
|
188
|
|
|
79
|
|
|
22
|
|
|||
Other
|
|
73
|
|
|
55
|
|
|
25
|
|
|||
Total
|
|
$
|
1,717
|
|
|
$
|
1,237
|
|
|
$
|
857
|
|
|
|
2014
|
|
2013
|
|
2012
|
||||||
Average sales price per Mcfe sold (excluding cash settled derivatives)
|
|
$
|
4.14
|
|
|
$
|
3.81
|
|
|
$
|
3.06
|
|
Average sales price per Mcfe sold (including cash settled derivatives)
|
|
$
|
4.16
|
|
|
$
|
4.20
|
|
|
$
|
4.19
|
|
|
|
For the Years Ended
December 31,
|
||||
|
|
2014
|
|
2013
|
|
2012
|
EQT Production:
|
|
|
|
|
|
|
Natural gas sales
|
|
66%
|
|
61%
|
|
55%
|
|
|
|
|
|
|
|
EQT Midstream:
|
|
|
|
|
|
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Gathering revenue
|
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15%
|
|
18%
|
|
20%
|
|
|
|
|
|
|
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Regulated storage and transmission
|
|
11%
|
|
9%
|
|
9%
|
|
|
For the Years Ended December 31,
|
||||||||||
|
|
2014
|
|
2013
|
|
2012
|
||||||
Natural Gas:
|
|
|
|
|
|
|
|
|
|
|||
Average sales price (excluding cash settled derivatives) ($/Mcf)
|
|
$
|
4.51
|
|
|
$
|
4.18
|
|
|
$
|
3.58
|
|
Average sales price (including cash settled derivatives) ($/Mcf)
|
|
$
|
4.53
|
|
|
$
|
4.60
|
|
|
$
|
4.80
|
|
Average sales price (including cash settled derivatives and third-party gathering and transmission costs) ($/Mcf)
|
|
$
|
3.98
|
|
|
$
|
4.00
|
|
|
$
|
3.92
|
|
NGLs:
|
|
|
|
|
|
|
|
|
|
|||
Average sales price including third-party processing costs ($/Bbl)
|
|
$
|
32.44
|
|
|
$
|
36.80
|
|
|
$
|
40.84
|
|
Crude Oil:
|
|
|
|
|
|
|
|
|
|
|||
Average sales price ($/Bbl)
|
|
$
|
78.51
|
|
|
$
|
85.82
|
|
|
$
|
83.95
|
|
|
|
Natural Gas
|
|
Oil
|
Total productive wells at December 31, 2014:
|
|
|
|
|
Total gross productive wells
|
|
13,073
|
|
314
|
Total net productive wells
|
|
12,413
|
|
264
|
Total in-process wells at December 31, 2014:
|
|
|
|
|
Total gross in-process wells
|
|
270
|
|
1
|
Total net in-process wells
|
|
266
|
|
1
|
|
|
Natural Gas
(Mcf)
|
|
Oil and NGLs
(Bbls)
|
Developed
|
|
4,257,377
|
|
94,835
|
Undeveloped
|
|
5,518,577
|
|
65,664
|
Total proved reserves
|
|
9,775,954
|
|
160,499
|
|
|
For the Years Ended December 31,
|
|||||||
|
|
2014
|
|
2013
|
|
2012
|
|||
Exploratory wells:
|
|
|
|
|
|
|
|
|
|
Productive
|
|
2.0
|
|
|
—
|
|
|
—
|
|
Dry
|
|
—
|
|
|
—
|
|
|
—
|
|
Development wells:
|
|
|
|
|
|
|
|
|
|
Productive
|
|
340.4
|
|
|
223.2
|
|
|
128.5
|
|
Dry
|
|
—
|
|
|
1.0
|
|
|
1.0
|
|
|
|
Pennsylvania
|
|
West
Virginia
|
|
Kentucky
|
|
Other (b)
|
|
Total
|
|||||
Natural gas, oil and NGL production (MMcfe) – 2014 (a)
|
|
237,365
|
|
|
164,330
|
|
|
66,775
|
|
|
19,609
|
|
|
488,079
|
|
Natural gas, oil and NGL production (MMcfe) – 2013 (a)
|
|
196,250
|
|
|
103,861
|
|
|
65,467
|
|
|
22,811
|
|
|
388,389
|
|
Natural gas, oil and NGL production (MMcfe) – 2012 (a)
|
|
96,101
|
|
|
83,177
|
|
|
72,731
|
|
|
23,438
|
|
|
275,447
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Natural gas, oil and NGL sales (MMcfe) – 2014
|
|
240,685
|
|
|
158,868
|
|
|
58,790
|
|
|
17,917
|
|
|
476,260
|
|
Natural gas, oil and NGL sales (MMcfe) – 2013
|
|
201,653
|
|
|
96,710
|
|
|
58,759
|
|
|
21,051
|
|
|
378,173
|
|
Natural gas, oil and NGL sales (MMcfe) – 2012
|
|
97,368
|
|
|
79,514
|
|
|
65,799
|
|
|
21,773
|
|
|
264,454
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Average net revenue interest (%)
|
|
82.9
|
%
|
|
87.9
|
%
|
|
95.8
|
%
|
|
57.2
|
%
|
|
84.4
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Total gross productive wells
|
|
1,008
|
|
|
4,990
|
|
|
5,657
|
|
|
1,732
|
|
|
13,387
|
|
Total net productive wells
|
|
996
|
|
|
4,755
|
|
|
5,405
|
|
|
1,521
|
|
|
12,677
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Total gross productive acreage
|
|
96,676
|
|
|
430,014
|
|
|
545,463
|
|
|
148,183
|
|
|
1,220,336
|
|
Total gross undeveloped acreage
|
|
298,874
|
|
|
770,189
|
|
|
942,565
|
|
|
204,294
|
|
|
2,215,922
|
|
Total gross acreage
|
|
395,550
|
|
|
1,200,203
|
|
|
1,488,028
|
|
|
352,477
|
|
|
3,436,258
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Total net productive acreage
|
|
88,709
|
|
|
394,576
|
|
|
500,510
|
|
|
125,669
|
|
|
1,109,464
|
|
Total net undeveloped acreage
|
|
288,532
|
|
|
663,227
|
|
|
903,309
|
|
|
178,234
|
|
|
2,033,302
|
|
Total net acreage
|
|
377,241
|
|
|
1,057,803
|
|
|
1,403,819
|
|
|
303,903
|
|
|
3,142,766
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
(Amounts in Bcfe)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Proved developed producing reserves
|
|
1,679
|
|
|
1,453
|
|
|
1,340
|
|
|
208
|
|
|
4,680
|
|
Proved developed non-producing reserves
|
|
97
|
|
|
37
|
|
|
12
|
|
|
—
|
|
|
146
|
|
Proved undeveloped reserves
|
|
3,471
|
|
|
2,405
|
|
|
37
|
|
|
—
|
|
|
5,913
|
|
Proved developed and undeveloped reserves
|
|
5,247
|
|
|
3,895
|
|
|
1,389
|
|
|
208
|
|
|
10,739
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Gross proved undeveloped drilling locations
|
|
486
|
|
|
389
|
|
|
29
|
|
|
—
|
|
|
904
|
|
Net proved undeveloped drilling locations
|
|
483
|
|
|
389
|
|
|
29
|
|
|
—
|
|
|
901
|
|
For the Year Ended December 31,
|
|
Natural Gas (Bcf)
|
2015
|
|
470
|
2016
|
|
299
|
2017
|
|
238
|
2018
|
|
184
|
2019
|
|
14
|
|
|
Kentucky
|
|
West
Virginia
|
|
Virginia
|
|
Pennsylvania
|
|
Total
|
Approximate miles of gathering lines
|
|
3,550
|
|
4,025
|
|
400
|
|
225
|
|
8,200
|
Name and Age
|
|
Current Title (Year Initially
Elected an Executive Officer)
|
|
Business Experience
|
|
|
|
|
|
Theresa Z. Bone (51)
|
|
Vice President, Finance and Chief Accounting Officer (2007)
|
|
Elected to present position October 2013; Vice President and Corporate Controller from July 2007 to October 2013. Ms. Bone is also Vice President, Finance and Chief Accounting Officer of EQT Midstream Services, LLC, the general partner of the Partnership, since October 2013. Ms. Bone was Vice President and Principal Accounting Officer of EQT Midstream Services, LLC from January 2012 to October 2013.
|
|
|
|
|
|
Philip P. Conti (55)
|
|
Senior Vice President and Chief Financial Officer (2000)
|
|
Elected to present position February 2007. Mr. Conti is also Senior Vice President, Chief Financial Officer and a Director of EQT Midstream Services, LLC, the general partner of the Partnership, since January 2012.
|
|
|
|
|
|
Randall L. Crawford (52)
|
|
Senior Vice President and President, Midstream and Commercial (2003)
|
|
Elected to present position December 2013; Senior Vice President and President, Midstream, Distribution and Commercial from April 2010 to December 2013; Senior Vice President and President, Midstream and Distribution from January 2008 to April 2010. Mr. Crawford is also Executive Vice President, Chief Operating Officer and a Director of EQT Midstream Services, LLC, the general partner of the Partnership, since December 2013. Mr. Crawford was Executive Vice President and a Director of EQT Midstream Services, LLC from January 2012 to December 2013.
|
|
|
|
|
|
Lewis B. Gardner (57)
|
|
General Counsel and Vice President, External Affairs (2008)
|
|
Elected to present position March 2008. Mr. Gardner is also a Director of EQT Midstream Services, LLC, the general partner of the Partnership, since January 2012.
|
|
|
|
|
|
Charlene Petrelli (54)
|
|
Vice President and Chief Human Resources Officer (2003)
|
|
Elected to present position February 2007.
|
|
|
|
|
|
David L. Porges (57)
|
|
Chairman, President and Chief Executive Officer (1998)
|
|
Elected to present position May 2011; President, Chief Executive Officer and Director from April 2010 to May 2011; President, Chief Operating Officer and Director from February 2007 to April 2010. Mr. Porges is also Chairman, President and Chief Executive Officer of EQT Midstream Services, LLC, the general partner of the Partnership, since January 2012.
|
|
|
|
|
|
Steven T. Schlotterbeck (49)
|
|
Executive Vice President and President, Exploration and Production (2008)
|
|
Elected to present position December 2013; Senior Vice President and President, Exploration and Production from April 2010 to December 2013; Vice President and President, Production from January 2008 to April 2010.
|
|
|
2014
|
|
2013
|
||||||||||||||||||||
|
|
High
|
|
Low
|
|
Dividend
|
|
High
|
|
Low
|
|
Dividend
|
||||||||||||
1st Quarter
|
|
$
|
104.72
|
|
|
$
|
84.25
|
|
|
$
|
0.03
|
|
|
$
|
68.44
|
|
|
$
|
56.84
|
|
|
$
|
0.03
|
|
2nd Quarter
|
|
111.47
|
|
|
95.78
|
|
|
0.03
|
|
|
84.00
|
|
|
64.71
|
|
|
0.03
|
|
||||||
3rd Quarter
|
|
107.71
|
|
|
89.77
|
|
|
0.03
|
|
|
94.42
|
|
|
78.57
|
|
|
0.03
|
|
||||||
4th Quarter
|
|
100.65
|
|
|
74.37
|
|
|
0.03
|
|
|
91.59
|
|
|
80.72
|
|
|
0.03
|
|
Period
|
|
Total
number of
shares
purchased (a)
|
|
Average
price
paid per
share (a)
|
|
Total number
of shares
purchased as
part of publicly
announced
plans or
programs
|
|
Maximum number
of shares that may
yet be purchased
under the plans or
programs (b)
|
|||||
October 2014 (October 1 – October 31)
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
700,000
|
|
November 2014 (November 1 – November 30)
|
|
2,904
|
|
|
94.61
|
|
|
—
|
|
|
700,000
|
|
|
December 2014 (December 1 – December 31)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
700,000
|
|
|
Total
|
|
2,904
|
|
|
$
|
94.61
|
|
|
—
|
|
|
|
|
|
|
12/09
|
|
|
12/10
|
|
|
12/11
|
|
|
12/12
|
|
|
12/13
|
|
|
12/14
|
|
EQT Corporation
|
|
100.00
|
|
|
104.35
|
|
|
129.58
|
|
|
141.79
|
|
|
216.18
|
|
|
182.50
|
|
S&P 500
|
|
100.00
|
|
|
115.06
|
|
|
117.49
|
|
|
136.30
|
|
|
180.44
|
|
|
205.14
|
|
Self-Constructed Peer Group (a)
|
|
100.00
|
|
|
115.69
|
|
|
118.76
|
|
|
121.37
|
|
|
168.90
|
|
|
149.85
|
|
|
|
As of and for the Years Ended December 31,
|
||||||||||||||||||
|
|
2014
|
|
2013
|
|
2012
|
|
2011
|
|
2010
|
||||||||||
|
|
(Thousands, except per share amounts)
|
||||||||||||||||||
Operating revenues
|
|
$
|
2,469,710
|
|
|
$
|
1,862,011
|
|
|
$
|
1,377,222
|
|
|
$
|
1,323,829
|
|
|
$
|
1,038,240
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Amounts attributable to EQT Corporation:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Income from continuing operations
|
|
$
|
385,594
|
|
|
$
|
298,729
|
|
|
$
|
135,902
|
|
|
$
|
419,582
|
|
|
$
|
164,761
|
|
Net income
|
|
$
|
386,965
|
|
|
$
|
390,572
|
|
|
$
|
183,395
|
|
|
$
|
479,769
|
|
|
$
|
227,700
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Earnings per share of common stock attributable to EQT Corporation:
|
|
|
|
|
|
|
|
|
||||||||||||
Basic:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Income from continuing operations
|
|
$
|
2.54
|
|
|
$
|
1.98
|
|
|
$
|
0.91
|
|
|
$
|
2.81
|
|
|
$
|
1.14
|
|
Net income
|
|
$
|
2.55
|
|
|
$
|
2.59
|
|
|
$
|
1.23
|
|
|
$
|
3.21
|
|
|
$
|
1.58
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Diluted:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Income from continuing operations
|
|
$
|
2.53
|
|
|
$
|
1.97
|
|
|
$
|
0.90
|
|
|
$
|
2.79
|
|
|
$
|
1.14
|
|
Net income
|
|
$
|
2.54
|
|
|
$
|
2.57
|
|
|
$
|
1.22
|
|
|
$
|
3.19
|
|
|
$
|
1.57
|
|
Total assets
|
|
$
|
12,064,900
|
|
|
$
|
9,792,053
|
|
|
$
|
8,849,862
|
|
|
$
|
8,772,719
|
|
|
$
|
7,098,438
|
|
Long-term debt
|
|
$
|
2,988,900
|
|
|
$
|
2,501,516
|
|
|
$
|
2,526,173
|
|
|
$
|
2,746,942
|
|
|
$
|
1,949,200
|
|
Cash dividends declared per share of common stock
|
|
$
|
0.12
|
|
|
$
|
0.12
|
|
|
$
|
0.88
|
|
|
$
|
0.88
|
|
|
$
|
0.88
|
|
•
|
Recognized impairment of proved and unproved oil and gas properties of
$267.3 million
(pre-tax) in the Ohio Utica and Permian Basin
|
|
Years Ended December 31,
|
||||||||||
in thousands (unless noted)
|
2014
|
|
2013
|
|
2012
|
||||||
LIQUIDS
|
|
|
|
|
|
||||||
NGLs:
|
|
|
|
|
|
||||||
Sales volume (MMcfe) (a)
|
40,587
|
|
|
27,860
|
|
|
18,981
|
|
|||
Sales volume (Mbbls)
|
6,764
|
|
|
4,643
|
|
|
3,163
|
|
|||
Gross price ($/bbl)
|
$
|
41.94
|
|
|
$
|
45.58
|
|
|
$
|
49.29
|
|
Gross NGL sales
|
$
|
283,728
|
|
|
$
|
211,626
|
|
|
$
|
155,926
|
|
Third-party processing
|
(64,313
|
)
|
|
(40,754
|
)
|
|
(26,751
|
)
|
|||
Net NGL sales
|
$
|
219,415
|
|
|
$
|
170,872
|
|
|
$
|
129,175
|
|
Oil:
|
|
|
|
|
|
||||||
Sales volume (MMcfe) (a)
|
2,693
|
|
|
1,620
|
|
|
1,587
|
|
|||
Sales volume (Mbbls)
|
449
|
|
|
270
|
|
|
264
|
|
|||
Net price ($/bbl)
|
$
|
78.51
|
|
|
$
|
85.82
|
|
|
$
|
83.95
|
|
Net oil sales
|
$
|
35,232
|
|
|
$
|
23,171
|
|
|
$
|
22,161
|
|
|
|
|
|
|
|
||||||
Net liquids sales
|
$
|
254,647
|
|
|
$
|
194,043
|
|
|
$
|
151,336
|
|
|
|
|
|
|
|
||||||
NATURAL GAS
|
|
|
|
|
|
||||||
Sales volume (MMcf)
|
432,980
|
|
|
348,693
|
|
|
243,886
|
|
|||
NYMEX price ($/MMBtu) (b)
|
$
|
4.38
|
|
|
$
|
3.67
|
|
|
$
|
2.83
|
|
Btu uplift
|
$
|
0.38
|
|
|
$
|
0.30
|
|
|
$
|
0.26
|
|
Gross natural gas price ($/Mcf)
|
$
|
4.76
|
|
|
$
|
3.97
|
|
|
$
|
3.09
|
|
|
|
|
|
|
|
||||||
Basis ($/Mcf)
|
(1.07
|
)
|
|
(0.16
|
)
|
|
(0.03
|
)
|
|||
Recoveries ($/Mcf) (c)
|
0.82
|
|
|
0.37
|
|
|
0.52
|
|
|||
Cash settled basis swaps (not designated as hedges) ($/Mcf)
|
$
|
0.06
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Average differential ($/Mcf)
|
$
|
(0.19
|
)
|
|
$
|
0.21
|
|
|
$
|
0.49
|
|
|
|
|
|
|
|
||||||
Average adjusted price - unhedged ($/Mcf)
|
$
|
4.57
|
|
|
$
|
4.18
|
|
|
$
|
3.58
|
|
Cash settled derivatives (cash flow hedges) ($/Mcf)
|
(0.06
|
)
|
|
0.42
|
|
|
1.22
|
|
|||
Cash settled derivatives (not designated as hedges) ($/Mcf)
|
0.02
|
|
|
—
|
|
|
—
|
|
|||
Average adjusted price, including cash settled derivatives ($/Mcf)
|
$
|
4.53
|
|
|
$
|
4.60
|
|
|
$
|
4.80
|
|
|
|
|
|
|
|
||||||
Net natural gas sales, including cash settled derivatives
|
$
|
1,962,667
|
|
|
$
|
1,603,891
|
|
|
$
|
1,171,435
|
|
|
|
|
|
|
|
||||||
TOTAL PRODUCTION
|
|
|
|
|
|
||||||
Total net natural gas & liquids sales, including cash settled derivatives
|
$
|
2,217,314
|
|
|
$
|
1,797,934
|
|
|
$
|
1,322,771
|
|
Total sales volume (MMcfe)
|
476,260
|
|
|
378,173
|
|
|
264,454
|
|
|||
|
|
|
|
|
|
||||||
Net natural gas & liquids price, including cash settled derivatives ($/Mcfe)
|
$
|
4.66
|
|
|
$
|
4.75
|
|
|
$
|
5.00
|
|
|
|
|
|
|
|
||||||
Midstream Revenue Deductions ($/Mcfe)
|
|
|
|
|
|
||||||
Gathering to EQT Midstream
|
$
|
(0.73
|
)
|
|
$
|
(0.82
|
)
|
|
$
|
(1.00
|
)
|
Transmission to EQT Midstream
|
(0.20
|
)
|
|
(0.23
|
)
|
|
(0.19
|
)
|
|||
Third-party gathering and transmission costs
|
(0.50
|
)
|
|
(0.55
|
)
|
|
(0.81
|
)
|
|||
Total midstream revenue deductions
|
$
|
(1.43
|
)
|
|
$
|
(1.60
|
)
|
|
$
|
(2.00
|
)
|
Average realized price to EQT Production ($/Mcfe)
|
$
|
3.23
|
|
|
$
|
3.15
|
|
|
$
|
3.00
|
|
Gathering and transmission to EQT Midstream ($/Mcfe)
|
$
|
0.93
|
|
|
$
|
1.05
|
|
|
$
|
1.19
|
|
Average realized price to EQT Corporation ($/Mcfe)
|
$
|
4.16
|
|
|
$
|
4.20
|
|
|
$
|
4.19
|
|
|
|
|
|
|
|
||||||
Calculation of EQT Production adjusted net operating revenues
|
Years Ended December 31,
|
||||||||||
$ in thousands (unless noted)
|
2014
|
|
2013
|
|
2012
|
||||||
EQT Production total net operating revenues, as reported on segment page
|
$
|
1,612,730
|
|
|
$
|
1,168,657
|
|
|
$
|
793,773
|
|
(Deduct) add back:
|
|
|
|
|
|
||||||
(Gain) loss for hedging ineffectiveness
|
(24,774
|
)
|
|
21,335
|
|
|
75
|
|
|||
(Gain) loss on derivatives not designated as hedges
|
(83,760
|
)
|
|
301
|
|
|
317
|
|
|||
Net cash settlements received (paid) on derivatives not designated as hedges
|
36,453
|
|
|
728
|
|
|
(317
|
)
|
|||
EQT Production adjusted net operating revenues, a non-GAAP measure
|
$
|
1,540,649
|
|
|
$
|
1,191,021
|
|
|
$
|
793,848
|
|
|
|
|
|
|
|
||||||
Total sales volumes (MMcfe)
|
476,260
|
|
|
378,173
|
|
|
264,454
|
|
|||
|
|
|
|
|
|
||||||
Average realized price to EQT Production ($/Mcfe)
|
$
|
3.23
|
|
|
$
|
3.15
|
|
|
$
|
3.00
|
|
Add:
|
|
|
|
|
|
||||||
Gathering and Transmission to EQT Midstream ($/Mcfe)
|
$
|
0.93
|
|
|
$
|
1.05
|
|
|
$
|
1.19
|
|
Average realized price to EQT Corporation ($/Mcfe)
|
$
|
4.16
|
|
|
$
|
4.20
|
|
|
$
|
4.19
|
|
|
|
|
|
|
|
||||||
EQT Production total net operating revenues, as reported on segment page
|
$
|
1,612,730
|
|
|
$
|
1,168,657
|
|
|
$
|
793,773
|
|
EQT Midstream total operating revenues, as reported on segment page
|
699,083
|
|
|
614,042
|
|
|
505,498
|
|
|||
Third-party transportation and processing costs
|
200,562
|
|
|
142,281
|
|
|
126,783
|
|
|||
Less: intersegment revenues, net
|
(42,665
|
)
|
|
(62,969
|
)
|
|
(48,832
|
)
|
|||
EQT Corporation operating revenues, as reported in accordance with GAAP
|
$
|
2,469,710
|
|
|
$
|
1,862,011
|
|
|
$
|
1,377,222
|
|
|
|
Years Ended December 31,
|
||||||||||||||||
|
|
2014
|
|
2013
|
|
% change 2014 - 2013
|
|
2012
|
|
% change 2013 - 2012
|
||||||||
OPERATIONAL DATA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||
Sales volume detail (MMcfe):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Horizontal Marcellus Play (a)
|
|
378,195
|
|
|
275,029
|
|
|
37.5
|
|
|
151,430
|
|
|
81.6
|
|
|||
Horizontal Huron Play
|
|
33,803
|
|
|
35,255
|
|
|
(4.1
|
)
|
|
41,985
|
|
|
(16.0
|
)
|
|||
Other
|
|
64,262
|
|
|
67,889
|
|
|
(5.3
|
)
|
|
71,039
|
|
|
(4.4
|
)
|
|||
Total production sales volumes (b)
|
|
476,260
|
|
|
378,173
|
|
|
25.9
|
|
|
264,454
|
|
|
43.0
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
||||||||
Average daily sales volumes (MMcfe/d)
|
|
1,305
|
|
|
1,036
|
|
|
26.0
|
|
|
723
|
|
|
43.3
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
||||||||
Average realized price to EQT Production ($/Mcfe)
|
|
$
|
3.23
|
|
|
$
|
3.15
|
|
|
2.5
|
|
|
$
|
3.00
|
|
|
5.0
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Lease operating expenses (LOE), excluding production taxes ($/Mcfe)
|
|
$
|
0.14
|
|
|
$
|
0.15
|
|
|
(6.7
|
)
|
|
$
|
0.17
|
|
|
(11.8
|
)
|
Production taxes ($/Mcfe)
|
|
$
|
0.14
|
|
|
$
|
0.13
|
|
|
7.7
|
|
|
$
|
0.16
|
|
|
(18.8
|
)
|
Production depletion ($/Mcfe)
|
|
$
|
1.22
|
|
|
$
|
1.50
|
|
|
(18.7
|
)
|
|
$
|
1.52
|
|
|
(1.3
|
)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
DD&A (thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Production depletion
|
|
$
|
582,624
|
|
|
$
|
568,990
|
|
|
2.4
|
|
|
$
|
401,456
|
|
|
41.7
|
|
Other DD&A
|
|
10,231
|
|
|
9,651
|
|
|
6.0
|
|
|
8,172
|
|
|
18.1
|
|
|||
Total DD&A (thousands)
|
|
$
|
592,855
|
|
|
$
|
578,641
|
|
|
2.5
|
|
|
$
|
409,628
|
|
|
41.3
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Capital expenditures (thousands) (c)
|
|
$
|
2,441,486
|
|
|
$
|
1,423,185
|
|
|
71.6
|
|
|
$
|
991,775
|
|
|
43.5
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
FINANCIAL DATA (thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
|
||||||||
Production sales
|
|
$
|
1,504,196
|
|
|
$
|
1,190,293
|
|
|
26.4
|
|
|
$
|
794,165
|
|
|
49.9
|
|
Gain (loss) for hedging ineffectiveness
|
|
24,774
|
|
|
(21,335
|
)
|
|
(216.1
|
)
|
|
(75
|
)
|
|
28,346.7
|
|
|||
Gain (loss) on derivatives not designated as hedges
|
|
83,760
|
|
|
(301
|
)
|
|
(27,927.2
|
)
|
|
(317
|
)
|
|
(5.0
|
)
|
|||
Total net operating revenues
|
|
$
|
1,612,730
|
|
|
$
|
1,168,657
|
|
|
38.0
|
|
|
$
|
793,773
|
|
|
47.2
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
LOE, excluding production taxes
|
|
65,917
|
|
|
57,110
|
|
|
15.4
|
|
|
46,212
|
|
|
23.6
|
|
|||
Production taxes
|
|
67,571
|
|
|
50,981
|
|
|
32.5
|
|
|
49,943
|
|
|
2.1
|
|
|||
Exploration expense
|
|
21,665
|
|
|
18,483
|
|
|
17.2
|
|
|
10,370
|
|
|
78.2
|
|
|||
SG&A
|
|
118,816
|
|
|
92,197
|
|
|
28.9
|
|
|
89,707
|
|
|
2.8
|
|
|||
DD&A
|
|
592,855
|
|
|
578,641
|
|
|
2.5
|
|
|
409,628
|
|
|
41.3
|
|
|||
Impairment of long-lived assets
|
|
267,339
|
|
|
—
|
|
|
100.0
|
|
|
—
|
|
|
—
|
|
|||
Total operating expenses
|
|
1,134,163
|
|
|
797,412
|
|
|
42.2
|
|
|
605,860
|
|
|
31.6
|
|
|||
Gain on sale / exchange of assets
|
|
27,383
|
|
|
—
|
|
|
100.0
|
|
|
—
|
|
|
—
|
|
|||
Operating income
|
|
$
|
505,950
|
|
|
$
|
371,245
|
|
|
36.3
|
|
|
$
|
187,913
|
|
|
97.6
|
|
|
|
Years Ended December 31,
|
||||||||||||||||
|
|
2014
|
|
2013
|
|
% change 2014 - 2013
|
|
2012
|
|
% change 2013 - 2012
|
||||||||
OPERATIONAL DATA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
||||||||
Gathered volumes (BBtu)
|
|
590,492
|
|
|
466,405
|
|
|
26.6
|
|
|
335,407
|
|
|
39.1
|
|
|||
Average gathering fee ($/MMBtu)
|
|
$
|
0.67
|
|
|
$
|
0.75
|
|
|
(10.7
|
)
|
|
$
|
0.90
|
|
|
(16.7
|
)
|
Gathering and compression expense ($/MMBtu)
|
|
$
|
0.14
|
|
|
$
|
0.18
|
|
|
(22.2
|
)
|
|
$
|
0.24
|
|
|
(25.0
|
)
|
Transmission pipeline throughput (BBtu)
|
|
654,785
|
|
|
418,360
|
|
|
56.5
|
|
|
221,944
|
|
|
88.5
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
||||||||
Net operating revenues (thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Gathering
|
|
$
|
397,878
|
|
|
$
|
351,410
|
|
|
13.2
|
|
|
$
|
302,255
|
|
|
16.3
|
|
Transmission
|
|
226,497
|
|
|
160,621
|
|
|
41.0
|
|
|
104,501
|
|
|
53.7
|
|
|||
Storage, marketing and other
|
|
30,729
|
|
|
33,555
|
|
|
(8.4
|
)
|
|
42,693
|
|
|
(21.4
|
)
|
|||
Total net operating revenues
|
|
$
|
655,104
|
|
|
$
|
545,586
|
|
|
20.1
|
|
|
$
|
449,449
|
|
|
21.4
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Capital expenditures (thousands) (a)
|
|
$
|
455,359
|
|
|
$
|
369,399
|
|
|
23.3
|
|
|
$
|
375,731
|
|
|
(1.7
|
)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
FINANCIAL DATA (thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||
Total operating revenues
|
|
$
|
699,083
|
|
|
$
|
614,042
|
|
|
13.8
|
|
|
$
|
505,498
|
|
|
21.5
|
|
Purchased gas costs
|
|
43,979
|
|
|
68,456
|
|
|
(35.8
|
)
|
|
56,049
|
|
|
22.1
|
|
|||
Total net operating revenues
|
|
655,104
|
|
|
545,586
|
|
|
20.1
|
|
|
449,449
|
|
|
21.4
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
||||||||
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Operating and maintenance (O&M)
|
|
108,359
|
|
|
97,540
|
|
|
11.1
|
|
|
97,400
|
|
|
0.1
|
|
|||
SG&A
|
|
82,165
|
|
|
63,850
|
|
|
28.7
|
|
|
49,943
|
|
|
27.8
|
|
|||
DD&A
|
|
87,034
|
|
|
75,032
|
|
|
16.0
|
|
|
64,782
|
|
|
15.8
|
|
|||
Total operating expenses
|
|
277,558
|
|
|
236,422
|
|
|
17.4
|
|
|
212,125
|
|
|
11.5
|
|
|||
Gain on sale / exchange of assets (b)
|
|
6,763
|
|
|
19,618
|
|
|
(65.5
|
)
|
|
—
|
|
|
100.0
|
|
|||
Operating income
|
|
$
|
384,309
|
|
|
$
|
328,782
|
|
|
16.9
|
|
|
$
|
237,324
|
|
|
38.5
|
|
|
|
Years Ended December 31,
|
||||||||||
|
|
2014
|
|
2013
|
|
2012
|
||||||
|
|
(Thousands)
|
||||||||||
Other income
|
|
$
|
6,853
|
|
|
$
|
9,242
|
|
|
$
|
15,536
|
|
|
|
Years Ended December 31,
|
||||||||||
|
|
2014
|
|
2013
|
|
2012
|
||||||
|
|
|
|
|
(Thousands)
|
|
|
|
||||
Interest expense
|
|
$
|
136,537
|
|
|
$
|
142,688
|
|
|
$
|
184,786
|
|
|
|
Years Ended December 31,
|
||||||||||
|
|
2014
|
|
2013
|
|
2012
|
||||||
|
|
(Thousands)
|
||||||||||
Income taxes
|
|
$
|
214,092
|
|
|
$
|
175,186
|
|
|
$
|
71,461
|
|
|
|
Years Ended December 31,
|
||||||||||
|
|
2014
|
|
2013
|
|
2012
|
||||||
|
|
(Thousands)
|
||||||||||
Income from discontinued operations, net of tax
|
|
$
|
1,371
|
|
|
$
|
91,843
|
|
|
$
|
47,493
|
|
|
|
Years Ended December 31,
|
||||||||||
|
|
2014
|
|
2013
|
|
2012
|
||||||
|
|
(Thousands)
|
||||||||||
Net income attributable to noncontrolling interests
|
|
$
|
124,025
|
|
|
$
|
47,243
|
|
|
$
|
13,016
|
|
|
2014 Actual
|
|
2013 Actual
|
|
2012 Actual
|
||||||
Well development (primarily drilling)
|
$
|
1,717
|
|
|
$
|
1,237
|
|
|
$
|
857
|
|
Property acquisitions
|
724
|
|
|
186
|
|
|
135
|
|
|||
Midstream infrastructure
|
455
|
|
|
369
|
|
|
376
|
|
|||
Other corporate items
|
4
|
|
|
5
|
|
|
3
|
|
|||
Total
|
$
|
2,900
|
|
|
$
|
1,797
|
|
|
$
|
1,371
|
|
Less: non-cash *
|
448
|
|
|
70
|
|
|
24
|
|
|||
Total cash capital expenditures
|
$
|
2,452
|
|
|
$
|
1,727
|
|
|
$
|
1,347
|
|
Rating Service
|
|
Senior
Notes
|
|
Outlook
|
Moody’s Investors Service
|
|
Baa3
|
|
Stable
|
Standard & Poor’s Ratings Services
|
|
BBB
|
|
Stable
|
Fitch Ratings Service
|
|
BBB-
|
|
Stable
|
Rating Service
|
|
Senior
Notes
|
|
Outlook
|
Moody’s Investors Service
|
|
Ba1
|
|
Stable
|
Standard & Poor’s Ratings Services
|
|
BBB-
|
|
Stable
|
Fitch Ratings Service
|
|
BBB-
|
|
Stable
|
|
|
2015
|
|
2016 (b)
|
|
2017 (b)
|
||||||
NYMEX swaps and fixed price sales
|
|
|
|
|
|
|
|
|
|
|||
Total Volume (Bcf)
|
|
265
|
|
|
148
|
|
|
31
|
|
|||
Average Price per Mcf (a)
|
|
$
|
4.17
|
|
|
$
|
4.27
|
|
|
$
|
4.27
|
|
Collars
|
|
|
|
|
|
|
|
|
|
|||
Total Volume (Bcf)
|
|
42
|
|
|
—
|
|
|
_
|
|
|||
Average Floor Price per Mcf (NYMEX) (a)
|
|
$
|
4.57
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Average Cap Price per Mcf (NYMEX) (a)
|
|
$
|
7.14
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
Total
|
|
2015
|
|
2016-2017
|
|
2018-2019
|
|
2020+
|
||||||||||
|
|
(Thousands)
|
||||||||||||||||||
Purchase obligations
|
|
$
|
4,721,768
|
|
|
$
|
294,688
|
|
|
$
|
600,918
|
|
|
$
|
701,441
|
|
|
$
|
3,124,721
|
|
Long-term debt
|
|
2,987,204
|
|
|
166,011
|
|
|
2,993
|
|
|
1,408,000
|
|
|
1,410,200
|
|
|||||
Interest payments
|
|
970,200
|
|
|
176,416
|
|
|
339,407
|
|
|
229,119
|
|
|
225,258
|
|
|||||
Operating leases
|
|
225,609
|
|
|
83,448
|
|
|
69,095
|
|
|
26,394
|
|
|
46,672
|
|
|||||
Pension and other post-retirement benefits
|
|
83,007
|
|
|
3,902
|
|
|
7,121
|
|
|
7,239
|
|
|
64,745
|
|
|||||
Other liabilities
|
|
28,420
|
|
|
21,315
|
|
|
7,105
|
|
|
—
|
|
|
—
|
|
|||||
Total contractual obligations
|
|
$
|
9,016,208
|
|
|
$
|
745,780
|
|
|
$
|
1,026,639
|
|
|
$
|
2,372,193
|
|
|
$
|
4,871,596
|
|
|
|
Page Reference
|
|
|
|
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
|
2014
|
|
2013
|
|
2012
|
||||||
|
(Thousands except per share amounts)
|
||||||||||
Operating revenues
|
$
|
2,469,710
|
|
|
$
|
1,862,011
|
|
|
$
|
1,377,222
|
|
|
|
|
|
|
|
||||||
Operating expenses:
|
|
|
|
|
|
|
|
|
|||
Transportation and processing
|
202,203
|
|
|
148,708
|
|
|
134,951
|
|
|||
Operation and maintenance
|
108,283
|
|
|
97,762
|
|
|
99,257
|
|
|||
Production
|
133,488
|
|
|
108,091
|
|
|
96,155
|
|
|||
Exploration
|
21,716
|
|
|
18,483
|
|
|
10,370
|
|
|||
Selling, general and administrative
|
238,134
|
|
|
200,849
|
|
|
172,243
|
|
|||
Depreciation, depletion and amortization
|
679,298
|
|
|
653,132
|
|
|
474,617
|
|
|||
Impairment of long-lived assets
|
267,339
|
|
|
—
|
|
|
—
|
|
|||
Total operating expenses
|
1,650,461
|
|
|
1,227,025
|
|
|
987,593
|
|
|||
|
|
|
|
|
|
||||||
Gain on sale / exchange of assets
|
34,146
|
|
|
19,618
|
|
|
—
|
|
|||
Operating income
|
853,395
|
|
|
654,604
|
|
|
389,629
|
|
|||
|
|
|
|
|
|
||||||
Other income
|
6,853
|
|
|
9,242
|
|
|
15,536
|
|
|||
Interest expense
|
136,537
|
|
|
142,688
|
|
|
184,786
|
|
|||
Income before income taxes
|
723,711
|
|
|
521,158
|
|
|
220,379
|
|
|||
Income taxes
|
214,092
|
|
|
175,186
|
|
|
71,461
|
|
|||
Income from continuing operations
|
509,619
|
|
|
345,972
|
|
|
148,918
|
|
|||
Income from discontinued operations, net of tax
|
1,371
|
|
|
91,843
|
|
|
47,493
|
|
|||
Net income
|
510,990
|
|
|
437,815
|
|
|
196,411
|
|
|||
Less: Net income attributable to noncontrolling interests
|
124,025
|
|
|
47,243
|
|
|
13,016
|
|
|||
Net income attributable to EQT Corporation
|
$
|
386,965
|
|
|
$
|
390,572
|
|
|
$
|
183,395
|
|
|
|
|
|
|
|
||||||
Amounts attributable to EQT Corporation:
|
|
|
|
|
|
|
|
|
|||
Income from continuing operations
|
$
|
385,594
|
|
|
$
|
298,729
|
|
|
$
|
135,902
|
|
Income from discontinued operations
|
1,371
|
|
|
91,843
|
|
|
47,493
|
|
|||
Net income
|
$
|
386,965
|
|
|
$
|
390,572
|
|
|
$
|
183,395
|
|
|
|
|
|
|
|
||||||
Earnings per share of common stock attributable to EQT Corporation:
|
|
|
|
|
|
|
|
|
|||
Basic:
|
|
|
|
|
|
|
|
|
|||
Income from continuing operations
|
$
|
2.54
|
|
|
$
|
1.98
|
|
|
$
|
0.91
|
|
Income from discontinued operations
|
0.01
|
|
|
0.61
|
|
|
0.32
|
|
|||
Net income
|
$
|
2.55
|
|
|
$
|
2.59
|
|
|
$
|
1.23
|
|
|
|
|
|
|
|
||||||
Diluted:
|
|
|
|
|
|
|
|
|
|||
Income from continuing operations
|
$
|
2.53
|
|
|
$
|
1.97
|
|
|
$
|
0.90
|
|
Income from discontinued operations
|
0.01
|
|
|
0.60
|
|
|
0.32
|
|
|||
Net income
|
$
|
2.54
|
|
|
$
|
2.57
|
|
|
$
|
1.22
|
|
|
2014
|
|
2013
|
|
2012
|
||||||
|
(Thousands)
|
||||||||||
Net income
|
$
|
510,990
|
|
|
$
|
437,815
|
|
|
$
|
196,411
|
|
|
|
|
|
|
|
||||||
Other comprehensive income (loss), net of tax:
|
|
|
|
|
|
|
|
|
|||
Net change in cash flow hedges:
|
|
|
|
|
|
|
|
|
|||
Natural gas, net of tax expense (benefit) of $102,850, ($50,200) and ($61,757)
|
155,422
|
|
|
(76,489
|
)
|
|
(93,878
|
)
|
|||
Interest rate, net of tax expense of $104, $63 and $4,833
|
145
|
|
|
144
|
|
|
6,369
|
|
|||
Pension and other post-retirement benefits liability adjustment, net of tax (benefit) expense of ($515), $16,115 and ($1,992)
|
(776
|
)
|
|
21,501
|
|
|
(1,085
|
)
|
|||
Other comprehensive income (loss)
|
154,791
|
|
|
(54,844
|
)
|
|
(88,594
|
)
|
|||
Comprehensive income
|
665,781
|
|
|
382,971
|
|
|
107,817
|
|
|||
Less: Comprehensive income attributable to noncontrolling interests
|
124,025
|
|
|
47,243
|
|
|
13,016
|
|
|||
Comprehensive income attributable to EQT Corporation
|
$
|
541,756
|
|
|
$
|
335,728
|
|
|
$
|
94,801
|
|
|
2014
|
|
2013
|
|
2012
|
||||||
|
(Thousands)
|
||||||||||
Cash flows from operating activities:
|
|
|
|
|
|
|
|
|
|||
Net income
|
$
|
510,990
|
|
|
$
|
437,815
|
|
|
$
|
196,411
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
|
|
|
|||
Deferred income taxes
|
32,021
|
|
|
110,363
|
|
|
95,185
|
|
|||
Depreciation, depletion and amortization
|
679,298
|
|
|
676,570
|
|
|
499,118
|
|
|||
Impairment of long-lived assets and leases
|
281,979
|
|
|
14,198
|
|
|
5,543
|
|
|||
Gain on sale / exchange of assets
|
(34,146
|
)
|
|
(19,618
|
)
|
|
—
|
|
|||
Gain on dispositions included in discontinued operations
|
(2,898
|
)
|
|
(166,276
|
)
|
|
—
|
|
|||
Provisions for (recoveries of) losses on accounts receivable
|
88
|
|
|
2,957
|
|
|
(1,235
|
)
|
|||
Other income
|
(6,853
|
)
|
|
(9,508
|
)
|
|
(15,965
|
)
|
|||
Stock-based compensation expense
|
42,123
|
|
|
52,618
|
|
|
40,230
|
|
|||
(Gain) loss recognized in operating revenues for hedging ineffectiveness
|
(24,774
|
)
|
|
21,335
|
|
|
75
|
|
|||
Gain on derivatives not designated as hedges
|
(80,942
|
)
|
|
(2,834
|
)
|
|
(2,176
|
)
|
|||
Cash settlements on derivatives not designated as hedges
|
34,239
|
|
|
1,115
|
|
|
7,508
|
|
|||
Noncash financial instrument put premium
|
—
|
|
|
—
|
|
|
8,227
|
|
|||
Changes in other assets and liabilities:
|
|
|
|
|
|
|
|
|
|||
Dividend from Nora Gathering, LLC
|
9,463
|
|
|
9,000
|
|
|
12,750
|
|
|||
Excess tax benefits on stock-based compensation
|
(33,216
|
)
|
|
(12,251
|
)
|
|
—
|
|
|||
Accounts receivable and unbilled revenues
|
(70,392
|
)
|
|
(44,818
|
)
|
|
(48,364
|
)
|
|||
Inventory
|
15,511
|
|
|
30,090
|
|
|
43,277
|
|
|||
Accounts payable
|
30,350
|
|
|
15,990
|
|
|
20,624
|
|
|||
Other items, net
|
31,901
|
|
|
46,115
|
|
|
(64,386
|
)
|
|||
Net cash provided by operating activities
|
1,414,742
|
|
|
1,162,861
|
|
|
796,822
|
|
|||
|
|
|
|
|
|
||||||
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|||
Capital expenditures from continuing operations, excluding acquisitions
|
(2,277,472
|
)
|
|
(1,612,501
|
)
|
|
(1,346,595
|
)
|
|||
Capital expenditures for acquisitions
|
(174,184
|
)
|
|
(114,224
|
)
|
|
—
|
|
|||
Capital expenditures from discontinued operations
|
—
|
|
|
(36,637
|
)
|
|
(28,745
|
)
|
|||
Proceeds from sale of assets
|
7,444
|
|
|
740,587
|
|
|
4,842
|
|
|||
Proceeds from sale of energy marketing contracts
|
—
|
|
|
23,000
|
|
|
—
|
|
|||
Net cash used in investing activities
|
(2,444,212
|
)
|
|
(999,775
|
)
|
|
(1,370,498
|
)
|
|||
|
|
|
|
|
|
||||||
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|||
Proceeds from the issuance of common units of EQT Midstream Partners, LP, net of issuance costs
|
902,467
|
|
|
529,442
|
|
|
276,780
|
|
|||
Proceeds from issuance of EQT Midstream Partners, LP debt
|
500,000
|
|
|
—
|
|
|
—
|
|
|||
Increase in short-term loans
|
450,000
|
|
|
178,500
|
|
|
—
|
|
|||
Decrease in short-term loans
|
(450,000
|
)
|
|
(178,500
|
)
|
|
—
|
|
|||
Dividends paid
|
(18,207
|
)
|
|
(18,094
|
)
|
|
(131,803
|
)
|
|||
Distributions to noncontrolling interests
|
(67,819
|
)
|
|
(32,781
|
)
|
|
(5,031
|
)
|
|||
Repayments and retirements of long-term debt
|
(11,162
|
)
|
|
(23,204
|
)
|
|
(219,315
|
)
|
|||
Proceeds and excess tax benefits from exercises under employee compensation plans
|
52,373
|
|
|
45,137
|
|
|
7,871
|
|
|||
Cash paid for taxes related to net settlement of share-based incentive awards
|
(51,262
|
)
|
|
—
|
|
|
—
|
|
|||
Debt issuance costs and revolving credit facility origination fees
|
(12,764
|
)
|
|
—
|
|
|
(4,022
|
)
|
|||
Repurchase and retirement of common stock
|
(32,368
|
)
|
|
—
|
|
|
—
|
|
|||
Net cash provided by (used in) financing activities
|
1,261,258
|
|
|
500,500
|
|
|
(75,520
|
)
|
|||
Net change in cash and cash equivalents
|
231,788
|
|
|
663,586
|
|
|
(649,196
|
)
|
|||
Cash and cash equivalents at beginning of year
|
845,641
|
|
|
182,055
|
|
|
831,251
|
|
|||
Cash and cash equivalents at end of year
|
$
|
1,077,429
|
|
|
$
|
845,641
|
|
|
$
|
182,055
|
|
|
|
|
|
|
|
||||||
Cash paid during the year for:
|
|
|
|
|
|
|
|
|
|||
Interest, net of amount capitalized
|
$
|
128,567
|
|
|
$
|
143,187
|
|
|
$
|
187,884
|
|
Income taxes, net
|
$
|
204,818
|
|
|
$
|
163,703
|
|
|
$
|
27,605
|
|
|
2014
|
|
2013
|
||||
|
(Thousands)
|
||||||
Assets
|
|
|
|
|
|
||
Current assets:
|
|
|
|
|
|
||
Cash and cash equivalents
|
$
|
1,077,429
|
|
|
$
|
845,641
|
|
Accounts receivable (less accumulated provision for doubtful accounts: $5,311 in 2014; $5,171 in 2013)
|
306,085
|
|
|
235,781
|
|
||
Inventory
|
4,145
|
|
|
19,656
|
|
||
Derivative instruments, at fair value
|
458,460
|
|
|
107,647
|
|
||
Prepaid expenses and other
|
58,204
|
|
|
46,700
|
|
||
Total current assets
|
1,904,323
|
|
|
1,255,425
|
|
||
|
|
|
|
||||
Equity in nonconsolidated investments
|
—
|
|
|
128,983
|
|
||
|
|
|
|
||||
Property, plant and equipment
|
13,608,151
|
|
|
11,062,136
|
|
||
Less: accumulated depreciation and depletion
|
3,531,337
|
|
|
2,728,374
|
|
||
Net property, plant and equipment
|
10,076,814
|
|
|
8,333,762
|
|
||
|
|
|
|
||||
Other assets
|
83,763
|
|
|
73,883
|
|
||
Total assets
|
$
|
12,064,900
|
|
|
$
|
9,792,053
|
|
|
2014
|
|
2013
|
||||
|
(Thousands)
|
||||||
Liabilities and Stockholders’ Equity
|
|
|
|
|
|
||
Current liabilities:
|
|
|
|
|
|
||
Current portion of long-term debt
|
$
|
166,011
|
|
|
$
|
11,162
|
|
Accounts payable
|
444,077
|
|
|
330,329
|
|
||
Derivative instruments, at fair value
|
22,942
|
|
|
29,651
|
|
||
Other current liabilities
|
200,449
|
|
|
152,268
|
|
||
Total current liabilities
|
833,479
|
|
|
523,410
|
|
||
|
|
|
|
||||
Long-term debt
|
2,822,889
|
|
|
2,490,354
|
|
||
Deferred income taxes
|
1,750,870
|
|
|
1,655,765
|
|
||
Other liabilities and credits
|
284,599
|
|
|
258,396
|
|
||
Total liabilities
|
5,691,837
|
|
|
4,927,925
|
|
||
|
|
|
|
||||
Equity:
|
|
|
|
|
|
||
Stockholders’ equity
|
|
|
|
|
|
||
Common stock, no par value, authorized 320,000 shares, shares issued: 175,384 in 2014 and 175,684 in 2013
|
1,895,632
|
|
|
1,869,843
|
|
||
Treasury stock, shares at cost: 23,788 in 2014 and 24,800 in 2013
|
(429,440
|
)
|
|
(447,738
|
)
|
||
Retained earnings
|
2,917,129
|
|
|
2,567,980
|
|
||
Accumulated other comprehensive income
|
199,494
|
|
|
44,703
|
|
||
Total common stockholders’ equity
|
4,582,815
|
|
|
4,034,788
|
|
||
Noncontrolling interests in consolidated subsidiaries
|
1,790,248
|
|
|
829,340
|
|
||
Total equity
|
6,373,063
|
|
|
4,864,128
|
|
||
Total liabilities and equity
|
$
|
12,064,900
|
|
|
$
|
9,792,053
|
|
|
Common Stock
|
|
|
|
|
|
|
|
|
|||||||||||||
|
Shares
Outstanding |
|
No
Par Value |
|
Retained
Earnings |
|
Accumulated
Other Comprehensive Income (Loss) |
|
Noncontrolling
Interests in Consolidated Subsidiaries |
|
Total
Equity |
|||||||||||
|
|
|
|
|
(Thousands)
|
|
|
|
|
|||||||||||||
Balance, December 31, 2011
|
149,477
|
|
|
$
|
1,261,779
|
|
|
$
|
2,143,910
|
|
|
$
|
188,141
|
|
|
$
|
—
|
|
|
$
|
3,593,830
|
|
Comprehensive income (net of tax):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Net income
|
|
|
|
|
|
|
183,395
|
|
|
|
|
|
13,016
|
|
|
196,411
|
|
|||||
Net change in cash flow hedges:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Natural gas, net of tax of ($61,757)
|
|
|
|
|
|
|
|
|
|
(93,878
|
)
|
|
|
|
|
(93,878
|
)
|
|||||
Interest rate, net of tax of $4,833
|
|
|
|
|
|
|
|
|
|
6,369
|
|
|
|
|
|
6,369
|
|
|||||
Pension and other post-retirement benefits liability adjustment, net of tax of ($1,992)
|
|
|
|
|
|
|
|
|
|
(1,085
|
)
|
|
|
|
|
(1,085
|
)
|
|||||
Dividends ($0.88 per share)
|
|
|
|
|
|
|
(131,803
|
)
|
|
|
|
|
|
|
|
(131,803
|
)
|
|||||
Stock-based compensation plans, net
|
632
|
|
|
41,621
|
|
|
|
|
|
|
|
|
217
|
|
|
41,838
|
|
|||||
Distributions to noncontrolling interests ($0.35 per common unit)
|
|
|
|
|
|
|
|
|
(5,031
|
)
|
|
(5,031
|
)
|
|||||||||
Issuance of common units of EQT Midstream Partners, LP
|
|
|
|
|
|
|
|
|
276,780
|
|
|
276,780
|
|
|||||||||
Deferred taxes related to IPO of EQT Midstream Partners, LP
|
|
|
5,371
|
|
|
|
|
|
|
|
|
5,371
|
|
|||||||||
Balance, December 31, 2012
|
150,109
|
|
|
$
|
1,308,771
|
|
|
$
|
2,195,502
|
|
|
$
|
99,547
|
|
|
$
|
284,982
|
|
|
$
|
3,888,802
|
|
Comprehensive income (net of tax):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Net income
|
|
|
|
|
|
|
390,572
|
|
|
|
|
|
47,243
|
|
|
437,815
|
|
|||||
Net change in cash flow hedges:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Natural gas, net of tax of ($50,200)
|
|
|
|
|
|
|
|
|
|
(76,489
|
)
|
|
|
|
|
(76,489
|
)
|
|||||
Interest rate, net of tax of $63
|
|
|
|
|
|
|
|
|
|
144
|
|
|
|
|
|
144
|
|
|||||
Pension and other post-retirement benefits liability adjustment, net of tax of $16,115
|
|
|
|
|
|
|
|
|
|
21,501
|
|
|
|
|
|
21,501
|
|
|||||
Dividends ($0.12 per share)
|
|
|
|
|
|
|
(18,094
|
)
|
|
|
|
|
|
|
|
(18,094
|
)
|
|||||
Stock-based compensation plans, net
|
775
|
|
|
114,975
|
|
|
|
|
|
|
|
|
454
|
|
|
115,429
|
|
|||||
Distributions to noncontrolling interests ($1.55 per common unit)
|
|
|
|
|
|
|
|
|
|
|
|
|
(32,781
|
)
|
|
(32,781
|
)
|
|||||
Issuance of common units of EQT Midstream Partners, LP
|
|
|
|
|
|
|
|
|
|
|
|
|
529,442
|
|
|
529,442
|
|
|||||
Deferred taxes related to the public offering of common units of EQT Midstream Partners, LP
|
|
|
|
(1,641
|
)
|
|
|
|
|
|
|
|
|
|
|
(1,641
|
)
|
|||||
Balance, December 31, 2013
|
150,884
|
|
|
$
|
1,422,105
|
|
|
$
|
2,567,980
|
|
|
$
|
44,703
|
|
|
$
|
829,340
|
|
|
$
|
4,864,128
|
|
Comprehensive income (net of tax):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Net income
|
|
|
|
|
|
|
386,965
|
|
|
|
|
|
124,025
|
|
|
510,990
|
|
|||||
Net change in cash flow hedges:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Natural gas, net of tax of $102,850
|
|
|
|
|
|
|
|
|
|
155,422
|
|
|
|
|
|
155,422
|
|
|||||
Interest rate, net of tax of $104
|
|
|
|
|
|
|
|
|
|
145
|
|
|
|
|
|
145
|
|
|||||
Pension and other post-retirement benefits liability adjustment, net of tax of ($515)
|
|
|
|
|
|
|
|
|
|
(776
|
)
|
|
|
|
|
(776
|
)
|
|||||
Dividends ($0.12 per share)
|
|
|
|
|
|
|
(18,207
|
)
|
|
|
|
|
|
|
|
(18,207
|
)
|
|||||
Stock-based compensation plans, net
|
1,012
|
|
|
56,846
|
|
|
|
|
|
|
|
|
2,235
|
|
|
59,081
|
|
|||||
Distributions to noncontrolling interests ($2.02 per common unit)
|
|
|
|
|
|
|
|
|
|
|
|
|
(67,819
|
)
|
|
(67,819
|
)
|
|||||
Issuance of common units of EQT Midstream Partners, LP
|
|
|
|
|
|
|
|
|
|
|
|
|
902,467
|
|
|
902,467
|
|
|||||
Repurchase and retirement of common stock
|
(300
|
)
|
|
(12,759
|
)
|
|
(19,609
|
)
|
|
|
|
|
|
|
|
(32,368
|
)
|
|||||
Balance, December 31, 2014
|
151,596
|
|
|
$
|
1,466,192
|
|
|
$
|
2,917,129
|
|
|
$
|
199,494
|
|
|
$
|
1,790,248
|
|
|
$
|
6,373,063
|
|
|
As of December 31,
|
||||||
|
2014
|
|
2013
|
||||
|
(Thousands)
|
||||||
Oil and gas producing properties, successful efforts method
|
$
|
10,263,547
|
|
|
$
|
8,152,951
|
|
Accumulated depletion
|
(2,874,257
|
)
|
|
(2,134,953
|
)
|
||
Net oil and gas producing properties
|
7,389,290
|
|
|
6,017,998
|
|
||
Midstream plant
|
3,234,370
|
|
|
2,807,165
|
|
||
Accumulated depreciation and amortization
|
(606,998
|
)
|
|
(547,991
|
)
|
||
Net midstream plant
|
2,627,372
|
|
|
2,259,174
|
|
||
Other properties, at cost less accumulated depreciation
|
60,152
|
|
|
56,590
|
|
||
Net property, plant and equipment
|
$
|
10,076,814
|
|
|
$
|
8,333,762
|
|
|
Years Ended December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
|
(Thousands)
|
||||||||||
Net Revenues
|
$
|
267,997
|
|
|
$
|
184,767
|
|
|
$
|
131,184
|
|
Operating expenses
|
$
|
89,617
|
|
|
$
|
71,517
|
|
|
$
|
66,202
|
|
|
As of December 31,
|
||||||
|
2014
|
|
2013
|
||||
|
(Thousands)
|
||||||
Property, plant & equipment
|
$
|
1,160,696
|
|
|
$
|
1,015,118
|
|
Accumulated depreciation and amortization
|
(188,884
|
)
|
|
(158,533
|
)
|
||
Net property, plant & equipment
|
$
|
971,812
|
|
|
$
|
856,585
|
|
|
December 31,
|
||||||
|
2014
|
|
2013
|
||||
|
(Thousands)
|
||||||
Incentive compensation
|
$
|
70,826
|
|
|
$
|
65,053
|
|
Taxes other than income
|
52,035
|
|
|
39,073
|
|
||
Accrued interest payable
|
37,349
|
|
|
29,379
|
|
||
All other accrued liabilities
|
40,239
|
|
|
18,763
|
|
||
Total other current liabilities
|
$
|
200,449
|
|
|
$
|
152,268
|
|
|
Years Ended December 31,
|
||||||
|
2014
|
|
2013
|
||||
|
(Thousands)
|
||||||
Asset retirement obligation as of beginning of period
|
$
|
116,045
|
|
|
$
|
109,034
|
|
Accretion expense
|
9,420
|
|
|
8,342
|
|
||
Liabilities incurred
|
16,953
|
|
|
2,510
|
|
||
Liabilities settled
|
(14,025
|
)
|
|
(3,353
|
)
|
||
Revisions in estimated cash flows
|
11,693
|
|
|
(488
|
)
|
||
Asset retirement obligation as of end of period
|
$
|
140,086
|
|
|
$
|
116,045
|
|
|
As of December 31,
|
||||||
|
2014
|
|
2013
|
||||
|
(Thousands)
|
||||||
Net gain from natural gas hedging transactions
|
$
|
217,121
|
|
|
$
|
61,699
|
|
Net loss from interest rate swaps
|
(987
|
)
|
|
(1,132
|
)
|
||
Pension and other post-retirement benefits liability adjustment
|
(16,640
|
)
|
|
(15,864
|
)
|
||
Accumulated OCI
|
$
|
199,494
|
|
|
$
|
44,703
|
|
|
Years Ended December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
|
(Thousands)
|
||||||||||
Operating revenues
|
$
|
—
|
|
|
$
|
332,947
|
|
|
$
|
314,821
|
|
|
|
|
|
|
|
||||||
Income from discontinued operations before income taxes
|
2,377
|
|
|
251,378
|
|
|
81,328
|
|
|||
Income taxes
|
1,006
|
|
|
159,535
|
|
|
33,835
|
|
|||
Income from discontinued operations, net of tax
|
$
|
1,371
|
|
|
$
|
91,843
|
|
|
$
|
47,493
|
|
|
|
Years Ended December 31,
|
||||||||||
|
|
2014
|
|
2013
|
|
2012
|
||||||
|
|
|
|
|
(Thousands)
|
|
|
|
||||
Revenues from external customers:
|
|
|
|
|
|
|
|
|
|
|||
EQT Production
|
|
$
|
1,612,730
|
|
|
$
|
1,168,657
|
|
|
$
|
793,773
|
|
EQT Midstream
|
|
699,083
|
|
|
614,042
|
|
|
505,498
|
|
|||
Third-party transportation and processing costs (a)
|
|
200,562
|
|
|
142,281
|
|
|
126,783
|
|
|||
Less intersegment revenues, net (b)
|
|
(42,665
|
)
|
|
(62,969
|
)
|
|
(48,832
|
)
|
|||
Total
|
|
$
|
2,469,710
|
|
|
$
|
1,862,011
|
|
|
$
|
1,377,222
|
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|||
EQT Production (c)
|
|
$
|
505,950
|
|
|
$
|
371,245
|
|
|
$
|
187,913
|
|
EQT Midstream (c)
|
|
384,309
|
|
|
328,782
|
|
|
237,324
|
|
|||
Unallocated expenses (d)
|
|
(36,864
|
)
|
|
(45,423
|
)
|
|
(35,608
|
)
|
|||
Total operating income
|
|
$
|
853,395
|
|
|
$
|
654,604
|
|
|
$
|
389,629
|
|
|
|
|
|
|
|
|
||||||
Reconciliation of operating income to income from continuing operations:
|
||||||||||||
Other income
|
|
$
|
6,853
|
|
|
$
|
9,242
|
|
|
$
|
15,536
|
|
Interest expense
|
|
136,537
|
|
|
142,688
|
|
|
184,786
|
|
|||
Income taxes
|
|
214,092
|
|
|
175,186
|
|
|
71,461
|
|
|||
Income from continuing operations
|
|
$
|
509,619
|
|
|
$
|
345,972
|
|
|
$
|
148,918
|
|
|
|
As of December 31,
|
||||||
|
|
2014
|
|
2013
|
||||
|
|
(Thousands)
|
||||||
Segment assets:
|
|
|
|
|
|
|
||
EQT Production
|
|
$
|
8,153,199
|
|
|
$
|
6,359,065
|
|
EQT Midstream
|
|
2,709,052
|
|
|
2,514,429
|
|
||
Total operating segments
|
|
10,862,251
|
|
|
8,873,494
|
|
||
Headquarters assets, including cash and short-term investments
|
|
1,202,649
|
|
|
918,559
|
|
||
Total assets
|
|
$
|
12,064,900
|
|
|
$
|
9,792,053
|
|
|
|
Years Ended December 31,
|
||||||||||
|
|
2014
|
|
2013
|
|
2012
|
||||||
|
|
|
|
(Thousands)
|
|
|
||||||
Depreciation, depletion and amortization:
|
|
|
|
|
|
|
|
|
|
|||
EQT Production
|
|
$
|
592,855
|
|
|
$
|
578,641
|
|
|
$
|
409,628
|
|
EQT Midstream
|
|
87,034
|
|
|
75,032
|
|
|
64,782
|
|
|||
Other
|
|
(591
|
)
|
|
(541
|
)
|
|
207
|
|
|||
Total
|
|
$
|
679,298
|
|
|
$
|
653,132
|
|
|
$
|
474,617
|
|
|
|
|
|
|
|
|
||||||
Expenditures for segment assets: (e)
|
|
|
|
|
|
|
|
|
|
|||
EQT Production (f)
|
|
$
|
2,441,486
|
|
|
$
|
1,423,185
|
|
|
$
|
991,775
|
|
EQT Midstream
|
|
455,359
|
|
|
369,399
|
|
|
375,731
|
|
|||
Other
|
|
3,341
|
|
|
4,292
|
|
|
3,134
|
|
|||
Total
|
|
$
|
2,900,186
|
|
|
$
|
1,796,876
|
|
|
$
|
1,370,640
|
|
|
|
Years Ended December 31,
|
||||||||||
|
|
2014
|
|
2013
|
|
2012
|
||||||
|
|
|
|
(Thousands)
|
|
|
||||||
Commodity derivatives designated as cash flow hedges
|
|
|
|
|
|
|
|
|
|
|||
Amount of gain recognized in OCI (effective portion), net of tax
|
|
$
|
156,207
|
|
|
$
|
10,669
|
|
|
$
|
86,259
|
|
Amount of gain reclassified from accumulated OCI, net of tax, into gain on sale / exchange of assets and dispositions due to forecasted transactions probable to not occur
|
|
16,735
|
|
|
—
|
|
|
—
|
|
|||
Amount of (loss) gain reclassified from accumulated OCI, net of tax, into operating revenues (effective portion)
|
|
(15,950
|
)
|
|
87,158
|
|
|
180,137
|
|
|||
Amount of gain (loss) recognized in operating revenues (ineffective portion) (a)
|
|
24,774
|
|
|
(21,335
|
)
|
|
(75
|
)
|
|||
|
|
|
|
|
|
|
||||||
Interest rate derivatives designated as cash flow hedges
|
|
|
|
|
|
|
|
|
|
|||
Amount of loss recognized in OCI (effective portion), net of tax
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(7,138
|
)
|
Amount of loss reclassified from accumulated OCI, net of tax, into interest expense due to forecasted transactions no longer being probable
|
|
—
|
|
|
—
|
|
|
(13,266
|
)
|
|||
Amount of loss reclassified from accumulated OCI, net of tax, into interest expense (effective portion)
|
|
(145
|
)
|
|
(144
|
)
|
|
(241
|
)
|
|||
|
|
|
|
|
|
|
||||||
Commodity derivatives designated as fair value hedges (b)
|
|
|
|
|
|
|
|
|
|
|||
Amount of (loss) gain recognized in operating revenues for fair value commodity contracts
|
|
$
|
—
|
|
|
$
|
(1,341
|
)
|
|
$
|
3,878
|
|
Fair value gain recognized in operating revenues for inventory designated as hedged item
|
|
—
|
|
|
386
|
|
|
3,292
|
|
|||
|
|
|
|
|
|
|
||||||
Derivatives not designated as hedging
instruments
|
|
|
|
|
|
|
|
|
||||
Amount of gain recognized in operating revenues
|
|
$
|
80,942
|
|
|
$
|
2,834
|
|
|
$
|
2,176
|
|
|
|
As of December 31,
|
||||||
|
|
2014
|
|
2013
|
||||
|
|
(Thousands)
|
||||||
Asset derivatives
|
|
|
|
|
|
|
||
Commodity derivatives designated as hedging instruments
|
|
$
|
—
|
|
|
$
|
104,430
|
|
Commodity derivatives not designated as hedging instruments
|
|
458,460
|
|
|
3,217
|
|
||
Total asset derivatives
|
|
$
|
458,460
|
|
|
$
|
107,647
|
|
|
|
|
|
|
||||
Liability derivatives
|
|
|
|
|
|
|
||
Commodity derivatives designated as hedging instruments
|
|
$
|
—
|
|
|
$
|
27,618
|
|
Commodity derivatives not designated as hedging instruments
|
|
22,942
|
|
|
2,033
|
|
||
Total liability derivatives
|
|
$
|
22,942
|
|
|
$
|
29,651
|
|
As of December 31, 2014
|
|
Derivative
instruments,
recorded in the
Consolidated
Balance
Sheet, gross
|
|
Derivative
instruments
subject to
master
netting
agreements
|
|
Margin
deposits
remitted to
counterparties
|
|
Derivative
instruments,
net
|
||||||||
|
|
(Thousands)
|
||||||||||||||
Asset derivatives:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Derivative instruments, at fair value
|
|
$
|
458,460
|
|
|
$
|
(22,810
|
)
|
|
$
|
—
|
|
|
$
|
435,650
|
|
Liability derivatives:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Derivative instruments, at fair value
|
|
$
|
22,942
|
|
|
$
|
(22,810
|
)
|
|
$
|
(132
|
)
|
|
$
|
—
|
|
As of December 31, 2013
|
|
Derivative
instruments,
recorded in the
Consolidated
Balance
Sheet, gross
|
|
Derivative
instruments
subject to
master
netting
agreements
|
|
Margin
deposits
remitted to
counterparties
|
|
Derivative
instruments,
net
|
||||||||
|
|
(Thousands)
|
||||||||||||||
Asset derivatives:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Derivative instruments, at fair value
|
|
$
|
107,647
|
|
|
$
|
(20,843
|
)
|
|
$
|
—
|
|
|
$
|
86,804
|
|
Liability derivatives:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Derivative instruments, at fair value
|
|
$
|
29,651
|
|
|
$
|
(20,843
|
)
|
|
$
|
(266
|
)
|
|
$
|
8,542
|
|
|
|
|
|
Fair value measurements at reporting date using
|
||||||||||||
Description
|
|
December 31, 2014
|
|
Quoted
prices in
active
markets for
identical
assets
(Level 1)
|
|
Significant
other
observable
inputs
(Level 2)
|
|
Significant
unobservable
inputs
(Level 3)
|
||||||||
|
|
(Thousands)
|
||||||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Derivative instruments, at fair value
|
|
$
|
458,460
|
|
|
$
|
—
|
|
|
$
|
458,460
|
|
|
$
|
—
|
|
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Derivative instruments, at fair value
|
|
$
|
22,942
|
|
|
$
|
132
|
|
|
$
|
22,810
|
|
|
$
|
—
|
|
|
|
|
|
Fair value measurements at reporting date using
|
||||||||||||
Description
|
|
December 31, 2013
|
|
Quoted
prices in
active
markets for
identical
assets
(Level 1)
|
|
Significant
other
observable
inputs
(Level 2)
|
|
Significant
unobservable
inputs
(Level 3)
|
||||||||
|
|
(Thousands)
|
||||||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Derivative instruments, at fair value
|
|
$
|
107,647
|
|
|
$
|
240
|
|
|
$
|
107,407
|
|
|
$
|
—
|
|
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Derivative instruments, at fair value
|
|
$
|
29,651
|
|
|
$
|
315
|
|
|
$
|
29,336
|
|
|
$
|
—
|
|
|
|
Fair value measurements using significant
unobservable inputs
(Level 3)
Derivative instruments, at fair value, net
Years Ended December 31,
|
||||||
|
|
2014
|
|
2013
|
||||
|
|
(Thousands)
|
||||||
Balance at January 1
|
|
$
|
—
|
|
|
$
|
90,714
|
|
Total gains or losses:
|
|
|
|
|
|
|
||
Included in earnings
|
|
—
|
|
|
640
|
|
||
Included in OCI
|
|
—
|
|
|
(2,554
|
)
|
||
Purchases
|
|
—
|
|
|
—
|
|
||
Settlements
|
|
—
|
|
|
(34,381
|
)
|
||
Transfers in and/or out of Level 3
|
|
—
|
|
|
(54,419
|
)
|
||
Balance at December 31
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
Years Ended December 31,
|
||||||||||
|
|
2014
|
|
2013
|
|
2012
|
||||||
|
|
(Thousands)
|
||||||||||
Current:
|
|
|
|
|
|
|
|
|
|
|||
Federal
|
|
$
|
164,935
|
|
|
$
|
100,796
|
|
|
$
|
3,771
|
|
State
|
|
17,136
|
|
|
46,758
|
|
|
229
|
|
|||
Subtotal
|
|
182,071
|
|
|
147,554
|
|
|
4,000
|
|
|||
Deferred:
|
|
|
|
|
|
|
|
|
|
|||
Federal
|
|
38,357
|
|
|
51,767
|
|
|
56,551
|
|
|||
State
|
|
(6,336
|
)
|
|
(23,940
|
)
|
|
11,014
|
|
|||
Subtotal
|
|
32,021
|
|
|
27,827
|
|
|
67,565
|
|
|||
Amortization of deferred investment tax credit
|
|
—
|
|
|
(195
|
)
|
|
(104
|
)
|
|||
Total income taxes
|
|
$
|
214,092
|
|
|
$
|
175,186
|
|
|
$
|
71,461
|
|
|
|
Years Ended December 31,
|
||||||||||
|
|
2014
|
|
2013
|
|
2012
|
||||||
|
|
(Thousands)
|
||||||||||
Tax at statutory rate
|
|
$
|
253,299
|
|
|
$
|
182,406
|
|
|
$
|
77,133
|
|
State income taxes
|
|
7,020
|
|
|
16,180
|
|
|
2,869
|
|
|||
Noncontrolling partners’ share of Partnership earnings
|
|
(43,409
|
)
|
|
(16,535
|
)
|
|
(4,571
|
)
|
|||
Other
|
|
(2,818
|
)
|
|
(6,865
|
)
|
|
(3,970
|
)
|
|||
Income tax expense
|
|
$
|
214,092
|
|
|
$
|
175,186
|
|
|
$
|
71,461
|
|
Effective tax rate
|
|
29.6
|
%
|
|
33.6
|
%
|
|
32.4
|
%
|
|
|
2014
|
|
2013
|
|
2012
|
||||||
|
|
(Thousands)
|
||||||||||
Balance at January 1
|
|
$
|
57,087
|
|
|
$
|
17,858
|
|
|
$
|
30,730
|
|
Additions based on tax positions related to current year
|
|
1,195
|
|
|
49,289
|
|
|
2,165
|
|
|||
Additions for tax positions of prior years
|
|
93
|
|
|
—
|
|
|
2,320
|
|
|||
Settlements
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Reductions for tax positions of prior years
|
|
(1,418
|
)
|
|
(790
|
)
|
|
(12,235
|
)
|
|||
Lapse of statute of limitations
|
|
—
|
|
|
(9,270
|
)
|
|
(5,122
|
)
|
|||
Balance at December 31
|
|
$
|
56,957
|
|
|
$
|
57,087
|
|
|
$
|
17,858
|
|
|
|
As of December 31,
|
||||||
|
|
2014
|
|
2013
|
||||
|
|
(Thousands)
|
||||||
Deferred income taxes:
|
|
|
|
|
|
|
||
Total deferred income tax assets .
|
|
$
|
(961,556
|
)
|
|
$
|
(612,705
|
)
|
Total deferred income tax liabilities
|
|
2,690,492
|
|
|
2,237,465
|
|
||
Total net deferred income tax liabilities
|
|
1,728,936
|
|
|
1,624,760
|
|
||
Total deferred income tax liabilities (assets)
|
|
|
|
|
|
|
||
Drilling and development costs expensed for income tax reporting
|
|
1,391,156
|
|
|
1,190,357
|
|
||
Tax depreciation in excess of book depreciation
|
|
1,154,082
|
|
|
1,018,255
|
|
||
Accumulated OCI
|
|
130,770
|
|
|
28,597
|
|
||
Post-retirement benefits
|
|
3,146
|
|
|
256
|
|
||
Incentive compensation
|
|
(65,086
|
)
|
|
(60,863
|
)
|
||
Net operating loss carryforwards
|
|
(212,718
|
)
|
|
(358,964
|
)
|
||
Investment in Partnership
|
|
(336,394
|
)
|
|
(2,801
|
)
|
||
Alternative minimum tax credit carryforward
|
|
(412,345
|
)
|
|
(246,157
|
)
|
||
Other
|
|
11,338
|
|
|
(324
|
)
|
||
Total excluding valuation allowances
|
|
1,663,949
|
|
|
1,568,356
|
|
||
Valuation allowance
|
|
64,987
|
|
|
56,404
|
|
||
Total (including amounts classified as current assets of $21,934 and $31,005, respectively)
|
|
$
|
1,728,936
|
|
|
$
|
1,624,760
|
|
|
|
|
|
Interest
|
|
Ownership as of
|
|
As of December 31,
|
||||||
Investees
|
|
Location
|
|
Type
|
|
December 31, 2014
|
|
2014
|
|
2013
|
||||
|
|
|
|
|
|
|
|
(Thousands)
|
||||||
Nora Gathering, LLC (Nora LLC)
|
|
USA
|
|
Joint
|
|
—
|
|
$
|
—
|
|
|
$
|
128,983
|
|
|
|
As of December 31,
|
||||||
|
|
2014
|
|
2013
|
||||
|
|
(Thousands)
|
||||||
Current assets
|
|
$
|
—
|
|
|
$
|
27,014
|
|
Noncurrent assets
|
|
—
|
|
|
239,583
|
|
||
Total assets
|
|
$
|
—
|
|
|
$
|
266,597
|
|
|
|
|
|
|
||||
Current liabilities
|
|
$
|
—
|
|
|
$
|
8,529
|
|
Stockholders’ equity
|
|
—
|
|
|
258,068
|
|
||
Total liabilities and stockholders’ equity
|
|
$
|
—
|
|
|
$
|
266,597
|
|
|
|
Years Ended December 31,
|
||||||||||
|
|
2014
|
|
2013
|
|
2012
|
||||||
|
|
(Thousands)
|
||||||||||
Revenues
|
|
$
|
19,924
|
|
|
$
|
45,040
|
|
|
$
|
47,888
|
|
Operating expenses
|
|
13,155
|
|
|
29,810
|
|
|
35,596
|
|
|||
Net income
|
|
$
|
6,769
|
|
|
$
|
15,230
|
|
|
$
|
12,292
|
|
|
|
As of December 31,
|
||||||
|
|
2014
|
|
2013
|
||||
|
|
(Thousands)
|
||||||
7.76% notes, due 2015 thru 2016
|
|
$
|
10,700
|
|
|
$
|
18,316
|
|
5.00% notes, due October 1, 2015
|
|
150,000
|
|
|
150,000
|
|
||
5.15% notes, due March 1, 2018
|
|
200,000
|
|
|
200,000
|
|
||
6.50% notes, due April 1, 2018
|
|
500,000
|
|
|
500,000
|
|
||
8.13% notes, due June 1, 2019
|
|
700,000
|
|
|
700,000
|
|
||
4.88% notes, due November 15, 2021
|
|
750,000
|
|
|
750,000
|
|
||
4.00% EQT Midstream Partners notes, due August 1, 2024
|
|
500,000
|
|
|
—
|
|
||
7.75% debentures, due July 15, 2026
|
|
115,000
|
|
|
115,000
|
|
||
Medium-term notes:
|
|
|
|
|
|
|
||
7.3% to 7.6% Series B, due 2015 thru 2023
|
|
20,000
|
|
|
20,000
|
|
||
7.6% Series C, due 2018
|
|
8,000
|
|
|
8,000
|
|
||
8.7% to 9.0% Series A, due 2020 thru 2021
|
|
35,200
|
|
|
40,200
|
|
||
|
|
2,988,900
|
|
|
2,501,516
|
|
||
Less debt payable within one year
|
|
166,011
|
|
|
11,162
|
|
||
Total long-term debt
|
|
$
|
2,822,889
|
|
|
$
|
2,490,354
|
|
|
|
For the Years Ended December 31,
|
||||||||||||||
|
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
|
|
Pension Benefits
|
|
Other Benefits
|
||||||||||||
|
|
(Thousands)
|
||||||||||||||
Change in benefit obligation:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Benefit obligation at beginning of year
|
|
$
|
21,828
|
|
|
$
|
63,270
|
|
|
$
|
18,253
|
|
|
$
|
36,255
|
|
Service cost
|
|
350
|
|
|
500
|
|
|
669
|
|
|
905
|
|
||||
Interest cost
|
|
820
|
|
|
1,935
|
|
|
693
|
|
|
1,110
|
|
||||
Amendments
|
|
—
|
|
|
—
|
|
|
227
|
|
|
—
|
|
||||
Actuarial loss (gain)
|
|
2,412
|
|
|
(3,038
|
)
|
|
1,190
|
|
|
(2,355
|
)
|
||||
Benefits paid
|
|
(1,988
|
)
|
|
(5,269
|
)
|
|
(2,291
|
)
|
|
(3,961
|
)
|
||||
Expenses paid
|
|
(262
|
)
|
|
(493
|
)
|
|
—
|
|
|
—
|
|
||||
Divestitures
|
|
—
|
|
|
(34,410
|
)
|
|
—
|
|
|
(13,701
|
)
|
||||
Settlements
|
|
(1,456
|
)
|
|
(667
|
)
|
|
—
|
|
|
—
|
|
||||
Benefit obligation at end of year
|
|
$
|
21,704
|
|
|
$
|
21,828
|
|
|
$
|
18,741
|
|
|
$
|
18,253
|
|
|
|
|
|
|
|
|
|
|
||||||||
Change in plan assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Fair value of plan assets at beginning of year
|
|
$
|
20,089
|
|
|
$
|
46,984
|
|
|
$
|
493
|
|
|
$
|
165
|
|
Actual gain on plan assets
|
|
1,217
|
|
|
7,304
|
|
|
—
|
|
|
—
|
|
||||
Contributions
|
|
723
|
|
|
2,639
|
|
|
330
|
|
|
328
|
|
||||
Benefits paid
|
|
(1,988
|
)
|
|
(5,269
|
)
|
|
—
|
|
|
—
|
|
||||
Expenses paid
|
|
(262
|
)
|
|
(493
|
)
|
|
—
|
|
|
—
|
|
||||
Divestitures
|
|
—
|
|
|
(30,409
|
)
|
|
—
|
|
|
—
|
|
||||
Settlements
|
|
(1,456
|
)
|
|
(667
|
)
|
|
—
|
|
|
—
|
|
||||
Fair value of plan assets at end of year
|
|
18,323
|
|
|
20,089
|
|
|
823
|
|
|
493
|
|
||||
Funded status at end of year
|
|
$
|
(3,381
|
)
|
|
$
|
(1,739
|
)
|
|
$
|
(17,918
|
)
|
|
$
|
(17,760
|
)
|
|
|
For the Years Ended December 31,
|
||||||||||||||||||||||
|
|
2014
|
|
2013
|
|
2012
|
|
2014
|
|
2013
|
|
2012
|
||||||||||||
|
|
Pension Benefits
|
|
Other Benefits
|
||||||||||||||||||||
|
|
(Thousands)
|
||||||||||||||||||||||
Components of net periodic benefit cost:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Service cost
|
|
$
|
350
|
|
|
$
|
500
|
|
|
$
|
500
|
|
|
$
|
669
|
|
|
$
|
905
|
|
|
$
|
737
|
|
Interest cost
|
|
820
|
|
|
1,935
|
|
|
2,448
|
|
|
693
|
|
|
1,110
|
|
|
1,427
|
|
||||||
Expected return on plan assets
|
|
(1,377
|
)
|
|
(3,323
|
)
|
|
(3,712
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Amortization of prior service cost
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(446
|
)
|
|
(845
|
)
|
|
(845
|
)
|
||||||
Recognized net actuarial loss
|
|
709
|
|
|
2,306
|
|
|
1,880
|
|
|
879
|
|
|
1,760
|
|
|
1,671
|
|
||||||
Settlement loss and special termination benefits
|
|
879
|
|
|
381
|
|
|
725
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Subtotal
|
|
1,381
|
|
|
1,799
|
|
|
1,841
|
|
|
1,795
|
|
|
2,930
|
|
|
2,990
|
|
||||||
Net periodic benefit cost of discontinued operations
|
|
—
|
|
|
1,552
|
|
|
1,586
|
|
|
—
|
|
|
1,356
|
|
|
1,288
|
|
||||||
Net periodic benefit cost
|
|
$
|
1,381
|
|
|
$
|
247
|
|
|
$
|
255
|
|
|
$
|
1,795
|
|
|
$
|
1,574
|
|
|
$
|
1,702
|
|
|
|
For the Years Ended December 31,
|
||||||||||||||||||||||
|
|
2014
|
|
2013
|
|
2012
|
|
2014
|
|
2013
|
|
2012
|
||||||||||||
|
|
Pension Benefits
|
|
Other Benefits
|
||||||||||||||||||||
|
|
(Thousands)
|
||||||||||||||||||||||
Other changes in plan assets and benefit obligations recognized in OCI, net of tax:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Net loss
|
|
$
|
558
|
|
|
$
|
712
|
|
|
$
|
261
|
|
|
$
|
39
|
|
|
$
|
2,147
|
|
|
$
|
494
|
|
Net prior service cost
|
|
—
|
|
|
—
|
|
|
—
|
|
|
179
|
|
|
416
|
|
|
330
|
|
||||||
Total recognized in OCI, net of tax
|
|
$
|
558
|
|
|
$
|
712
|
|
|
$
|
261
|
|
|
$
|
218
|
|
|
$
|
2,563
|
|
|
$
|
824
|
|
Total recognized in net periodic benefit cost and OCI, net of tax
|
|
$
|
1,939
|
|
|
$
|
959
|
|
|
$
|
2,102
|
|
|
$
|
2,013
|
|
|
$
|
4,137
|
|
|
$
|
3,814
|
|
|
|
December 31,
|
||||||
|
|
2014
|
|
2013
|
|
2014
|
|
2013
|
|
|
Pension Benefits
|
|
Other Benefits
|
||||
Discount rate
|
|
3.60%
|
|
4.00%
|
|
3.60%
|
|
4.00%
|
Rate of compensation increase
|
|
N/A
|
|
N/A
|
|
N/A
|
|
N/A
|
|
|
For the Years Ended December 31,
|
||||||||||
|
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||
|
|
Pension Benefits
|
|
Other Benefits
|
||||||||
Discount rate
|
|
4.00
|
%
|
|
3.25
|
%
|
|
4.00
|
%
|
|
3.25
|
%
|
Expected return on plan assets
|
|
7.75
|
%
|
|
7.75
|
%
|
|
N/A
|
|
|
N/A
|
|
Rate of compensation increase
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
|
One-Percentage-Point
Increase
|
|
One-Percentage-Point
Decrease
|
||||||||||||||||||||
|
|
2014
|
|
2013
|
|
2012
|
|
2014
|
|
2013
|
|
2012
|
||||||||||||
|
|
(Thousands)
|
||||||||||||||||||||||
Increase (decrease) to total of service and interest cost components
|
|
$
|
13
|
|
|
$
|
25
|
|
|
$
|
32
|
|
|
$
|
(14
|
)
|
|
$
|
(26
|
)
|
|
$
|
(32
|
)
|
Increase (decrease) to post-retirement benefit obligation
|
|
$
|
228
|
|
|
$
|
220
|
|
|
$
|
711
|
|
|
$
|
(229
|
)
|
|
$
|
(223
|
)
|
|
$
|
(688
|
)
|
|
|
Target Allocation
|
|
Percentage of Plan Assets
at December 31,
|
||||
Asset Category
|
|
January 2013 - October 2014
|
|
2014
|
|
2013
|
||
Domestic broadly diversified equity securities
|
|
40% - 60%
|
|
26
|
%
|
|
42
|
%
|
Fixed income securities
|
|
20% - 50%
|
|
63
|
%
|
|
29
|
%
|
International broadly diversified equity securities
|
|
5% - 15%
|
|
8
|
%
|
|
7
|
%
|
Alternative fixed income securities
|
|
0% - 10%
|
|
—
|
|
|
4
|
%
|
Cash and equivalent investments
|
|
0% - 15%
|
|
3
|
%
|
|
18
|
%
|
|
|
|
|
100
|
%
|
|
100
|
%
|
|
|
Year Ended December 31, 2014
|
||||||||||||||||||||
|
|
Natural gas cash
flow hedges, net
of tax
|
|
|
|
Interest rate
cash flow
hedges, net
of tax
|
|
|
|
Pension and
other post-
retirement
benefits
liability
adjustment,
net of tax
|
|
|
|
Accumulated
OCI (loss), net
of tax
|
||||||||
|
|
(Thousands)
|
||||||||||||||||||||
Accumulated OCI (loss), net
of tax, as of January 1, 2014
|
|
$
|
61,699
|
|
|
|
|
$
|
(1,132
|
)
|
|
|
|
$
|
(15,864
|
)
|
|
|
|
$
|
44,703
|
|
Gains recognized in accumulated OCI, net of tax
|
|
156,207
|
|
|
(a)
|
|
—
|
|
|
|
|
—
|
|
|
|
|
156,207
|
|
||||
Gain reclassified from accumulated OCI, net of tax, into gain on sale / exchange of assets
|
|
(16,735
|
)
|
|
(a)
|
|
—
|
|
|
|
|
—
|
|
|
|
|
(16,735
|
)
|
||||
Losses (gains) reclassified from accumulated OCI, net of tax
|
|
15,950
|
|
|
(a)
|
|
145
|
|
|
(a)
|
|
(776
|
)
|
|
(b)
|
|
15,319
|
|
||||
Change in accumulated OCI, net of tax
|
|
155,422
|
|
|
|
|
145
|
|
|
|
|
(776
|
)
|
|
|
|
154,791
|
|
||||
Accumulated OCI (loss),
net of tax, as of December
31, 2014
|
|
$
|
217,121
|
|
|
|
|
$
|
(987
|
)
|
|
|
|
$
|
(16,640
|
)
|
|
|
|
$
|
199,494
|
|
|
|
Year Ended December 31, 2013
|
||||||||||||||||||||
|
|
Natural gas cash
flow hedges, net
of tax
|
|
|
|
Interest rate
cash flow
hedges, net
of tax
|
|
|
|
Pension and
other post-
retirement
benefits
liability
adjustment,
net of tax
|
|
|
|
Accumulated
OCI (loss), net
of tax
|
||||||||
|
|
(Thousands)
|
||||||||||||||||||||
Accumulated OCI (loss), net
of tax, as of January 1, 2013
|
|
$
|
138,188
|
|
|
|
|
$
|
(1,276
|
)
|
|
|
|
$
|
(37,365
|
)
|
|
|
|
$
|
99,547
|
|
Gains recognized in accumulated OCI, net of tax
|
|
10,669
|
|
|
(a)
|
|
—
|
|
|
|
|
2,081
|
|
|
|
|
12,750
|
|
||||
(Gains) losses reclassified from accumulated OCI, net of tax
|
|
(87,158
|
)
|
|
(a)
|
|
144
|
|
|
(a)
|
|
19,420
|
|
|
(b)
|
|
(67,594
|
)
|
||||
Change in accumulated OCI, net of tax
|
|
(76,489
|
)
|
|
|
|
144
|
|
|
|
|
21,501
|
|
|
|
|
(54,844
|
)
|
||||
Accumulated OCI (loss),
net of tax, as of December
31, 2013
|
|
$
|
61,699
|
|
|
|
|
$
|
(1,132
|
)
|
|
|
|
$
|
(15,864
|
)
|
|
|
|
$
|
44,703
|
|
|
(Thousands)
|
|
Possible future acquisitions
|
20,457
|
|
Stock compensation plans
|
16,236
|
|
Total
|
36,693
|
|
|
|
Years Ended December 31,
|
||||||||||
|
|
2014
|
|
2013
|
|
2012
|
||||||
|
|
(Thousands except per share amounts)
|
||||||||||
Basic earnings per common share:
|
|
|
|
|
|
|
|
|
|
|||
Net income attributable to EQT Corporation
|
|
$
|
386,965
|
|
|
$
|
390,572
|
|
|
$
|
183,395
|
|
Average common shares outstanding
|
|
151,553
|
|
|
150,574
|
|
|
149,619
|
|
|||
Basic earnings per common share
|
|
$
|
2.55
|
|
|
$
|
2.59
|
|
|
$
|
1.23
|
|
Diluted earnings per common share:
|
|
|
|
|
|
|
|
|
|
|||
Net income attributable to EQT Corporation
|
|
$
|
386,965
|
|
|
$
|
390,572
|
|
|
$
|
183,395
|
|
Average common shares outstanding
|
|
151,553
|
|
|
150,574
|
|
|
149,619
|
|
|||
Potentially dilutive securities:
|
|
|
|
|
|
|
|
|
|
|||
Stock options and awards (a)
|
|
960
|
|
|
1,213
|
|
|
887
|
|
|||
Total
|
|
152,513
|
|
|
151,787
|
|
|
150,506
|
|
|||
Diluted earnings per common share
|
|
$
|
2.54
|
|
|
$
|
2.57
|
|
|
$
|
1.22
|
|
|
|
Years Ended December 31,
|
||||||||||
|
|
2014
|
|
2013
|
|
2012
|
||||||
|
|
(Thousands)
|
||||||||||
2010 Executive Performance Incentive Programs
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,940
|
|
2012 Executive Performance Incentive Program
|
|
7,743
|
|
|
6,739
|
|
|
10,633
|
|
|||
2013 Executive Performance Incentive Program
|
|
8,208
|
|
|
6,602
|
|
|
—
|
|
|||
2014 Executive Performance Incentive Program
|
|
9,104
|
|
|
—
|
|
|
—
|
|
|||
2010 Stock Incentive Award Program
|
|
—
|
|
|
—
|
|
|
4,022
|
|
|||
2011 Volume and Efficiency Program
|
|
—
|
|
|
13,834
|
|
|
5,286
|
|
|||
2011 EQT Value Driver Award Program
|
|
—
|
|
|
—
|
|
|
3,033
|
|
|||
2012 EQT Value Driver Award Program
|
|
—
|
|
|
2,327
|
|
|
11,557
|
|
|||
2013 EQT Value Driver Award Program
|
|
4,403
|
|
|
13,050
|
|
|
—
|
|
|||
2014 EQT Value Driver Award Program
|
|
11,510
|
|
|
—
|
|
|
—
|
|
|||
2014 EQM Value Driver Award Program
|
|
2,378
|
|
|
—
|
|
|
—
|
|
|||
Restricted stock awards
|
|
4,688
|
|
|
3,033
|
|
|
2,007
|
|
|||
Non-qualified stock options
|
|
3,002
|
|
|
3,805
|
|
|
3,580
|
|
|||
Other programs, including non-employee director awards
|
|
(409
|
)
|
|
9,154
|
|
|
3,763
|
|
|||
Total share-based compensation expense
|
|
$
|
50,627
|
|
|
$
|
58,544
|
|
|
$
|
45,821
|
|
Restricted Stock
|
|
Non-
Vested
Shares
|
|
Weighted
Average
Fair Value
|
|
Aggregate
Fair Value
|
|||||
Outstanding at January 1, 2014
|
|
182,378
|
|
|
$
|
61.98
|
|
|
$
|
11,302,992
|
|
Granted
|
|
89,500
|
|
|
$
|
94.91
|
|
|
8,494,746
|
|
|
Vested
|
|
(27,310
|
)
|
|
$
|
53.82
|
|
|
(1,469,604
|
)
|
|
Forfeited
|
|
(14,578
|
)
|
|
$
|
75.64
|
|
|
(1,102,723
|
)
|
|
Outstanding at December 31, 2014
|
|
229,990
|
|
|
$
|
74.90
|
|
|
$
|
17,225,411
|
|
|
|
Years Ended December 31,
|
||||
|
|
2014
|
|
2013
|
|
2012
|
Risk-free interest rate
|
|
1.72%
|
|
0.76%
|
|
0.89%
|
Dividend yield
|
|
0.15%
|
|
0.22%
|
|
1.64%
|
Volatility factor
|
|
24.80%
|
|
31.69%
|
|
31.44%
|
Expected term
|
|
5 years
|
|
5 years
|
|
5 years
|
Non-qualified Stock Options
|
|
Shares
|
|
Weighted
Average
Exercise
Price
|
|
Weighted
Average
Remaining
Contractual
Term
|
|
Aggregate
Intrinsic
Value
|
|
Outstanding at January 1, 2014
|
|
1,482,001
|
|
|
$49.77
|
|
|
|
|
Granted
|
|
133,500
|
|
|
$89.78
|
|
|
|
|
Exercised
|
|
(277,033
|
)
|
|
$48.27
|
|
|
|
|
Forfeited
|
|
—
|
|
|
$—
|
|
|
|
|
Outstanding at December 31, 2014
|
|
1,338,468
|
|
|
$54.08
|
|
6.35 years
|
|
$30,823,027
|
Exercisable at December 31, 2014
|
|
1,079,968
|
|
|
$49.09
|
|
5.83 years
|
|
$28,733,027
|
|
|
Three Months Ended
|
||||||||||||||
|
|
March 31
|
|
June 30
|
|
September 30
|
|
December 31
|
||||||||
|
|
(Thousands, except per share amounts)
|
||||||||||||||
2014 (a)
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Operating revenues
|
|
$
|
661,625
|
|
|
$
|
526,168
|
|
|
$
|
578,723
|
|
|
$
|
703,194
|
|
Operating income
|
|
356,791
|
|
|
224,771
|
|
|
231,503
|
|
|
40,330
|
|
||||
Amounts attributable to EQT Corporation:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Income (loss) from continuing operations
|
|
192,297
|
|
|
109,045
|
|
|
98,555
|
|
|
(14,303
|
)
|
||||
(Loss) income from discontinued operations
|
|
(104
|
)
|
|
1,876
|
|
|
—
|
|
|
(401
|
)
|
||||
Net income (loss) attributable to EQT Corporation
|
|
$
|
192,193
|
|
|
$
|
110,921
|
|
|
$
|
98,555
|
|
|
$
|
(14,704
|
)
|
Earnings per share of common stock attributable to EQT Corporation:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Basic:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Income (loss) from continuing operations
|
|
$
|
1.27
|
|
|
$
|
0.72
|
|
|
$
|
0.65
|
|
|
$
|
(0.10
|
)
|
Income from discontinued operations
|
|
—
|
|
|
0.01
|
|
|
—
|
|
|
—
|
|
||||
Net income (loss)
|
|
$
|
1.27
|
|
|
$
|
0.73
|
|
|
$
|
0.65
|
|
|
$
|
(0.10
|
)
|
Diluted:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Income (loss) from continuing operations
|
|
$
|
1.26
|
|
|
$
|
0.72
|
|
|
$
|
0.65
|
|
|
$
|
(0.10
|
)
|
Income from discontinued operations
|
|
—
|
|
|
0.01
|
|
|
—
|
|
|
—
|
|
||||
Net income (loss)
|
|
$
|
1.26
|
|
|
$
|
0.73
|
|
|
$
|
0.65
|
|
|
$
|
(0.10
|
)
|
2013 (a)
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Operating revenues
|
|
$
|
415,883
|
|
|
$
|
473,093
|
|
|
$
|
479,606
|
|
|
$
|
493,429
|
|
Operating income
|
|
144,479
|
|
|
161,980
|
|
|
167,064
|
|
|
181,081
|
|
||||
Amounts attributable to EQT Corporation:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Income from continuing operations
|
|
69,131
|
|
|
81,466
|
|
|
86,199
|
|
|
61,933
|
|
||||
Income from discontinued operations
|
|
31,124
|
|
|
5,390
|
|
|
2,057
|
|
|
53,272
|
|
||||
Net income attributable to EQT Corporation
|
|
$
|
100,255
|
|
|
$
|
86,856
|
|
|
$
|
88,256
|
|
|
$
|
115,205
|
|
Earnings per share of common stock attributable to EQT Corporation:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Basic:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Income from continuing operations
|
|
$
|
0.46
|
|
|
$
|
0.54
|
|
|
$
|
0.57
|
|
|
$
|
0.41
|
|
Income from discontinued operations
|
|
0.21
|
|
|
0.04
|
|
|
0.02
|
|
|
0.35
|
|
||||
Net income
|
|
$
|
0.67
|
|
|
$
|
0.58
|
|
|
$
|
0.59
|
|
|
$
|
0.76
|
|
Diluted:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Income from continuing operations
|
|
$
|
0.46
|
|
|
$
|
0.54
|
|
|
$
|
0.57
|
|
|
$
|
0.40
|
|
Income from discontinued operations
|
|
0.20
|
|
|
0.03
|
|
|
0.01
|
|
|
0.35
|
|
||||
Net income
|
|
$
|
0.66
|
|
|
$
|
0.57
|
|
|
$
|
0.58
|
|
|
$
|
0.75
|
|
|
|
For the Years Ended December 31,
|
||||||||||
|
|
2014
|
|
2013
|
|
2012
|
||||||
|
|
(Thousands)
|
||||||||||
At December 31:
|
|
|
|
|
|
|
|
|
|
|||
Capitalized costs
|
|
$
|
10,263,547
|
|
|
$
|
8,152,951
|
|
|
$
|
6,750,343
|
|
Accumulated depreciation and depletion
|
|
2,874,257
|
|
|
2,134,953
|
|
|
1,572,775
|
|
|||
Net capitalized costs
|
|
$
|
7,389,290
|
|
|
$
|
6,017,998
|
|
|
$
|
5,177,568
|
|
|
|
For the Years Ended December 31,
|
||||||||||
|
|
2014
|
|
2013
|
|
2012
|
||||||
|
|
(Thousands)
|
||||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
|||
Affiliated
|
|
$
|
4,761
|
|
|
$
|
5,912
|
|
|
$
|
3,433
|
|
Nonaffiliated
|
|
1,607,969
|
|
|
1,162,745
|
|
|
790,340
|
|
|||
Production costs
|
|
133,488
|
|
|
108,091
|
|
|
96,155
|
|
|||
Exploration costs
|
|
21,665
|
|
|
18,483
|
|
|
10,370
|
|
|||
Depreciation, depletion and accretion
|
|
592,855
|
|
|
578,641
|
|
|
409,628
|
|
|||
Impairment of long-lived assets
|
|
267,339
|
|
|
—
|
|
|
—
|
|
|||
Income tax expense
|
|
238,057
|
|
|
183,060
|
|
|
109,660
|
|
|||
Results of operations from producing activities (excluding corporate overhead)
|
|
$
|
359,326
|
|
|
$
|
280,382
|
|
|
$
|
167,960
|
|
|
|
Years Ended December 31,
|
|||||||
|
|
2014
|
|
2013
|
|
2012
|
|||
|
|
(Millions of Cubic Feet)
|
|||||||
Natural Gas
|
|
|
|
|
|
|
|
|
|
Proved developed and undeveloped reserves:
|
|
|
|
|
|
|
|
|
|
Beginning of year
|
|
7,561,561
|
|
|
5,985,758
|
|
|
5,347,386
|
|
Revision of previous estimates
|
|
(228,085
|
)
|
|
(375,887
|
)
|
|
(755,788
|
)
|
Purchase of natural gas in place
|
|
44,867
|
|
|
472,798
|
|
|
—
|
|
Sale of natural gas in place
|
|
(198,531
|
)
|
|
(455
|
)
|
|
(694
|
)
|
Extensions, discoveries and other additions
|
|
3,040,938
|
|
|
1,844,840
|
|
|
1,654,228
|
|
Production
|
|
(444,796
|
)
|
|
(365,493
|
)
|
|
(259,374
|
)
|
End of year
|
|
9,775,954
|
|
|
7,561,561
|
|
|
5,985,758
|
|
Proved developed reserves:
|
|
|
|
|
|
|
|
|
|
Beginning of year
|
|
3,567,313
|
|
|
2,779,187
|
|
|
2,948,546
|
|
End of year
|
|
4,257,377
|
|
|
3,567,313
|
|
|
2,779,187
|
|
|
|
Years Ended December 31,
|
|||||||
|
|
2014
|
|
2013
|
|
2012
|
|||
|
|
(Thousands of Bbls)
|
|||||||
Oil (a)
|
|
|
|
|
|
|
|
|
|
Proved developed and undeveloped reserves:
|
|
|
|
|
|
|
|
|
|
Beginning of year
|
|
3,956
|
|
|
3,199
|
|
|
2,931
|
|
Revision of previous estimates
|
|
(905
|
)
|
|
270
|
|
|
265
|
|
Purchase of oil in place
|
|
2,165
|
|
|
—
|
|
|
—
|
|
Sale of oil in place
|
|
(3
|
)
|
|
—
|
|
|
—
|
|
Extensions, discoveries and other additions
|
|
241
|
|
|
757
|
|
|
268
|
|
Production
|
|
(449
|
)
|
|
(270
|
)
|
|
(265
|
)
|
End of year
|
|
5,005
|
|
|
3,956
|
|
|
3,199
|
|
Proved developed reserves:
|
|
|
|
|
|
|
|
|
|
Beginning of year
|
|
3,892
|
|
|
3,199
|
|
|
2,931
|
|
End of year
|
|
5,005
|
|
|
3,892
|
|
|
3,199
|
|
|
Years Ended December 31,
|
||||
|
2014
|
|
2013
|
||
|
(Thousands of Bbls)
|
||||
NGLs (a)
|
|
|
|
||
Proved developed and undeveloped reserves:
|
|
|
|
|
|
Beginning of year
|
127,162
|
|
|
—
|
|
Revision of previous estimates
|
(11,306
|
)
|
|
94,296
|
|
Purchase of NGLs in place
|
7,476
|
|
|
—
|
|
Sale of NGLs in place
|
(18
|
)
|
|
—
|
|
Extensions, discoveries and other additions
|
38,945
|
|
|
32,866
|
|
Production
|
(6,765
|
)
|
|
—
|
|
End of year
|
155,494
|
|
|
127,162
|
|
Proved developed reserves:
|
|
|
|
|
|
Beginning of year
|
65,837
|
|
|
—
|
|
End of year
|
89,830
|
|
|
65,837
|
|
|
|
2014
|
|
2013
|
|
2012
|
||||||
|
|
(Thousands)
|
||||||||||
Future cash inflows (a)
|
|
$
|
30,428,815
|
|
|
$
|
25,912,542
|
|
|
$
|
15,250,019
|
|
Future production costs
|
|
(4,868,079
|
)
|
|
(4,180,136
|
)
|
|
(3,070,957
|
)
|
|||
Future development costs
|
|
(5,052,195
|
)
|
|
(4,199,722
|
)
|
|
(3,082,053
|
)
|
|||
Future income tax expenses
|
|
(7,718,407
|
)
|
|
(6,533,817
|
)
|
|
(3,324,472
|
)
|
|||
Future net cash flow
|
|
12,790,134
|
|
|
10,998,867
|
|
|
5,772,537
|
|
|||
10% annual discount for estimated timing of cash flows
|
|
(7,980,106
|
)
|
|
(7,047,588
|
)
|
|
(3,617,378
|
)
|
|||
Standardized measure of discounted future net cash flows
|
|
$
|
4,810,028
|
|
|
$
|
3,951,279
|
|
|
$
|
2,155,159
|
|
(a)
|
The majority of the Company’s production is sold through liquid trading points on interstate pipelines. For 2014, the reserves were computed using unweighted arithmetic averages of the closing prices on the first day of each month during 2014 of $94.99 per Bbl of oil (first day of each month closing price for West Texas Intermediate (WTI) less regional adjustments), $4.278 per Dth for Columbia Gas Transmission Corp., $3.191 per Dth for Dominion Transmission, Inc., $4.350 per Dth for the East Tennessee Natural Gas Pipeline, $3.258 per Dth for Texas Eastern Transmission Corp., $2.286 per Dth for the Tennessee, zone 4-300 Leg of Tennessee Gas Pipeline Company, $4.170 per Dth for the Tennessee LA 500 Leg of Tennessee Gas Pipeline Company, $4.152 per Dth for Waha, and $4.243 per Dth for Houston Ship Channel. For 2014, NGL pricing using arithmetic averages of the closing prices on the first day of each month during 2014 for NGL components and adjusted using the regional component makeup of produced NGLs resulted in prices of $49.22 per Bbl of NGLs from West Virginia Marcellus reserves in Doddridge, Ritchie, and Wetzel counties, $49.47 per Bbl of NGLs from certain Kentucky reserves, $47.11 per Bbl for Utica reserves, and $31.92 per Bbl for Permian reserves.
|
|
|
|
For 2013, the reserves were computed using unweighted arithmetic averages of the closing prices on the first day of each month during 2013 of $89.22 per Bbl of oil (first day of each month closing price for WTI less regional adjustments), $3.653 per Dth for Columbia Gas Transmission Corp., $3.447 per Dth for Dominion Transmission, Inc., $3.693 per Dth for the East Tennessee Natural Gas Pipeline, $3.495 per Dth for Texas Eastern Transmission Corp., $2.842 per Dth for the Tennessee, zone 4-300 Leg of Tennessee Gas Pipeline Company and $3.521 per Dth for the Tennessee LA 500 Leg of Tennessee Gas Pipeline Company. For 2013, NGL pricing using arithmetic averages of the closing prices on the first day of each month during 2013 for NGL components and adjusted using the regional component makeup of produced NGLs resulted in prices of $51.91 per Bbl of NGLs from West Virginia Marcellus reserves in Doddridge, Ritchie, and Wetzel counties, $49.38 per Bbl of NGLs from certain Kentucky reserves, and $48.14 per Bbl for Utica reserves.
|
|
|
|
For 2012, the reserves were computed using unweighted arithmetic averages of the closing prices on the first day of each month during 2012 of $82.90 per Bbl of oil (first day of each month closing price for WTI less Appalachian Basin adjustment), $2.793 per Dth for Columbia Gas Transmission Corp., $2.785 per Dth for Dominion Transmission, Inc., $2.769 per Dth for the East Tennessee Natural Gas Pipeline, $2.782 per Dth for Texas Eastern Transmission Corp., $2.403 per Dth for the Tennessee, zone 4-300 Leg of Tennessee Gas Pipeline Company and $2.878 per Dth for the Tennessee LA 500 Leg of Tennessee Gas Pipeline Company. For 2012, the West Virginia Marcellus reserves from Doddridge and Ritchie Counties were computed using an additional $0.591 and reserves from Wetzel County were computed using an additional $0.398 for revenues earned on NGLs that are produced from those reserves. Revenues earned on NGLs that are produced from certain Kentucky reserves were computed using an additional $0.764.
|
|
|
2014
|
|
2013
|
|
2012
|
||||||
|
|
(Thousands)
|
||||||||||
Sales and transfers of natural gas and oil produced – net
|
|
$
|
(1,479,242
|
)
|
|
$
|
(1,060,566
|
)
|
|
$
|
(697,618
|
)
|
Net changes in prices, production and development costs
|
|
(1,525,944
|
)
|
|
(292,533
|
)
|
|
(3,530,086
|
)
|
|||
Extensions, discoveries and improved recovery, less related costs
|
|
2,300,923
|
|
|
1,509,002
|
|
|
917,986
|
|
|||
Development costs incurred
|
|
1,023,075
|
|
|
1,319,135
|
|
|
548,852
|
|
|||
Purchase of minerals in place – net
|
|
72,139
|
|
|
348,608
|
|
|
—
|
|
|||
Sale of minerals in place – net
|
|
(146,476
|
)
|
|
(252
|
)
|
|
(807
|
)
|
|||
Revisions of previous quantity estimates
|
|
(222,195
|
)
|
|
106,170
|
|
|
(876,336
|
)
|
|||
Accretion of discount
|
|
578,676
|
|
|
343,502
|
|
|
622,072
|
|
|||
Net change in income taxes
|
|
(529,337
|
)
|
|
(1,031,105
|
)
|
|
1,127,272
|
|
|||
Timing and other
|
|
787,130
|
|
|
554,159
|
|
|
111,000
|
|
|||
Net increase (decrease)
|
|
858,749
|
|
|
1,796,120
|
|
|
(1,777,665
|
)
|
|||
Beginning of year
|
|
3,951,279
|
|
|
2,155,159
|
|
|
3,932,824
|
|
|||
End of year
|
|
$
|
4,810,028
|
|
|
$
|
3,951,279
|
|
|
$
|
2,155,159
|
|
•
|
Information required by Item 401 of Regulation S-K with respect to directors is incorporated herein by reference from the sections captioned “Item No. 1 – Election of Directors,” “Nominees to Serve for a One-Year Term Expiring in 2016,” “Additional Directors Whose Terms Expire in 2016” and “Corporate Governance and Board Matters” in the Company’s definitive proxy statement;
|
•
|
Information required by Item 405 of Regulation S-K with respect to compliance with Section 16(a) of the Exchange Act is incorporated herein by reference from the section captioned “Equity Ownership – Section 16(a) Beneficial Ownership Reporting Compliance” in the Company’s definitive proxy statement;
|
•
|
Information required by Item 407(d)(4) of Regulation S-K with respect to disclosure of the existence of the Company’s separately-designated standing Audit Committee and the identification of the members of the Audit Committee is incorporated herein by reference from the section captioned “Corporate Governance and Board Matters – Board Meetings and Committees – Audit Committee” in the Company’s definitive proxy statement; and
|
•
|
Information required by Item 407(d)(5) of Regulation S-K with respect to disclosure of the Company’s audit committee financial expert is incorporated herein by reference from the section captioned “Corporate Governance and Board Matters – Board Meetings and Committees – Audit Committee” in the Company’s definitive proxy statement.
|
•
|
Information required by Item 402 of Regulation S-K with respect to executive and director compensation is incorporated herein by reference from the sections captioned “Executive Compensation - Compensation Discussion and Analysis,” “Executive Compensation - Compensation Tables,” “Executive Compensation - Compensation Policies and Practices and Risk Management,” and “Directors’ Compensation” in the Company’s definitive proxy statement; and
|
•
|
Information required by paragraphs (e)(4) and (e)(5) of Item 407 of Regulation S-K with respect to certain matters related to the Management Development and Compensation Committee is incorporated herein by reference from the sections captioned “Corporate Governance and Board Matters - Compensation Committee Interlocks and Insider Participation” and “Executive Compensation - Report of the Management Development and Compensation Committee” in the Company’s definitive proxy statement.
|
Plan Category
|
|
Number Of
Securities To Be Issued Upon
Exercise Of
Outstanding
Options, Warrants
and Rights
(A)
|
|
Weighted Average
Exercise Price
of Outstanding
Options,
Warrants and
Rights
(B)
|
|
Number Of Securities
Remaining Available
For Future Issuance Under Equity
Compensation Plans (Excluding Securities Reflected In
Column A)
(C)
|
|
||||
Equity Compensation Plans Approved by Shareholders
(1)
|
|
4,205,522
|
|
(2)
|
$
|
54.08
|
|
(3)
|
9,261,964
|
|
(4)
|
Equity Compensation Plans Not Approved by Shareholders
(5)
|
|
25,400
|
|
(6)
|
N/A
|
|
|
172,027
|
|
|
|
Total
|
|
4,230,922
|
|
|
$
|
54.08
|
|
|
9,433,991
|
|
|
(1)
|
Consists of the 2014 LTIP, the 2009 LTIP, the 1999 LTIP, the 1999 NEDSIP and the 2008 ESPP. Effective as of April 30, 2014, in connection with the adoption of the 2014 LTIP, the Company ceased making new grants under the 2009 LTIP. Effective as of April 22, 2009, in connection with the adoption of the 2009 LTIP, the Company ceased making new grants under the 1999 LTIP and the 1999 NEDSIP. The 2009 LTIP, the 1999 LTIP and the 1999 NEDSIP remain effectively solely for the purpose of issuing shares upon the exercise or payout of awards outstanding under such plans on April 30, 2014 (for the 2009 LTIP) and April 22, 2009 (for the 1999 LTIP and the 1999 NEDSIP).
|
(2)
|
Consists of (i) 1,144,342 shares subject to outstanding stock options under the 2009 LTIP; (ii) 2,534,042 shares subject to outstanding performance awards under the 2009 LTIP, inclusive of dividend reinvestments thereon (counted at a 3X multiple assuming maximum performance is achieved under the awards (representing 844,681
target
awards and dividend reinvestments thereon)); (iii) 279,761 shares subject to outstanding performance awards under the 2009 LTIP, inclusive of dividend reinvestments thereon (counted at award amounts previously
confirmed
by the Management Development and Compensation Committee but subject to continuing employment conditions, and therefore not subject to any additional multiplier); (iv) 43,492 shares subject to outstanding directors’ deferred stock units under the 2009 LTIP, inclusive of dividend reinvestments thereon; (v) 194,126 shares subject to outstanding stock options under the 1999 LTIP; and (vi) 9,759 shares subject to outstanding directors’ deferred stock units under the 1999 NEDSIP, inclusive of dividend reinvestments thereon. No stock options or performance awards were outstanding under the 2014 LTIP as of December 31, 2014.
|
(3)
|
The weighted-average exercise price is calculated based solely upon outstanding stock options under the 2009 LTIP and the 1999 LTIP and excludes deferred stock units under the 2009 LTIP and the 1999 NEDSIP and performance awards under the 2009 LTIP. The weighted average remaining term of the stock options was
6.35 years
as of December 31, 2014.
|
(4)
|
Consists of (i) 9,867,066 shares available for future issuance under the 2014 LTIP, (ii) a “notional” deficit of (1,325,976) shares under the 2009 LTIP and (iii) 720,874 shares available for future issuance under the 2008 ESPP. As of December 31, 2014, 5,124 shares were subject to purchase under the 2008 ESPP.
|
(5)
|
Consists of the 2005 DDCP and the 1999 DDCP, each of which is described below.
|
(6)
|
Reflects the number of notional shares invested in the EQT Common Stock Fund, payable in shares of common stock, allocated to non-employee directors’ accounts under the 2005 DDCP and the 1999 DDCP as of December 31, 2014.
|
(a)
|
|
1
|
|
|
Financial Statements
|
|
|
|
|
The financial statements listed in the accompanying index to financial statements are filed as part of this Annual Report on Form 10-K.
|
|
|
|
2
|
|
|
Financial Statement Schedule
|
|
|
|
|
All schedules are omitted since the subject matter thereof is either not present or is not present in amounts sufficient to require submission of the schedules.
|
|
|
|
3
|
|
|
Exhibits
|
|
|
|
|
The exhibits listed on the accompanying index to exhibits (pages 120 through 127) are filed (or, as applicable, furnished) as part of this Annual Report on Form 10-K.
|
|
Page Reference
|
|
|
Statements of Consolidated Income for each of the three years in the period ended December 31, 2014
|
|
Statements of Consolidated Comprehensive Income for each of the three years in the period ended December 31, 2014
|
|
Statements of Consolidated Cash Flows for each of the three years in the period ended December 31, 2014
|
|
Consolidated Balance Sheets as of December 31, 2014 and 2013
|
|
Statements of Consolidated Equity for each of the three years in the period ended December 31, 2014
|
|
Notes to Consolidated Financial Statements
|
Exhibits
|
|
Description
|
|
Method of Filing
|
|
|
|
|
|
2.01(a)
|
|
Master Purchase Agreement dated as of December 19, 2012 among the Company, Distribution Holdco, LLC and PNG Companies LLC
|
|
Filed as Exhibit 2.1 to Form 8-K filed on December 20, 2012
|
|
|
|
|
|
2.01(b)
|
|
Amendment No. 1 to Master Purchase Agreement dated as of February 22, 2013 among the Company, Distribution Holdco, LLC and PNG Companies LLC
|
|
Filed as Exhibit 2.01 to Form 10-Q for the quarter ended March 31, 2013
|
|
|
|
|
|
2.01(c)
|
|
Amendment No. 2 to Master Purchase Agreement dated as of December 17, 2013 among the Company, Distribution Holdco, LLC and PNG Companies LLC
|
|
Filed as Exhibit 2.1 to Form 8-K filed on December 19, 2013
|
|
|
|
|
|
2.02(a)
|
|
Asset Exchange Agreement dated as of December 19, 2012 between the Company and PNG Companies LLC
|
|
Filed as Exhibit 2.2 to Form 8-K filed on December 20, 2012
|
|
|
|
|
|
2.02(b)
|
|
Amendment to Asset Exchange Agreement dated as of December 17, 2013 between the Company and PNG Companies LLC
|
|
Filed as Exhibit 2.2 to Form 8-K filed on December 19, 2013
|
|
|
|
|
|
3.01
|
|
Restated Articles of Incorporation of EQT Corporation (amended through April 17, 2013)
|
|
Filed as Exhibit 3.01 to Form 10-Q for the quarter ended March 31, 2013
|
|
|
|
|
|
3.02
|
|
Amended and Restated By-Laws of EQT Corporation (amended through April 17, 2013)
|
|
Filed as Exhibit 3.2 to Form 8-K filed on April 18, 2013
|
|
|
|
|
|
4.01(a)
|
|
Indenture dated as of April 1, 1983 between the Company and Pittsburgh National Bank, as Trustee
|
|
Filed as Exhibit 4.01(a) to Form 10-K for the year ended December 31, 2007
|
|
|
|
|
|
4.01(b)
|
|
Instrument appointing Bankers Trust Company as successor trustee to Pittsburgh National Bank
|
|
Filed as Exhibit 4.01(b) to Form 10-K for the year ended December 31, 1998
|
|
|
|
|
|
4.01(c)
|
|
1991 Supplemental Indenture dated as of March 15, 1991 between the Company and Bankers Trust Company, as Trustee, eliminating limitations on liens and additional funded debt
|
|
Filed as Exhibit 4.01(f) to Form 10-K for the year ended December 31, 1996
|
|
|
|
|
|
4.01(d)
|
|
Resolution adopted August 19, 1991 by the Ad Hoc Finance Committee of the Board of Directors of the Company and Addenda Nos. 1 through 27, establishing the terms and provisions of the Series A Medium-Term Notes
|
|
Filed as Exhibit 4.01(g) to Form 10-K for the year ended December 31, 1996
|
Exhibits
|
|
Description
|
|
Method of Filing
|
|
|
|
|
|
4.01(e)
|
|
Resolutions adopted July 6, 1992 and February 19, 1993 by the Ad Hoc Finance Committee of the Board of Directors of the Company and Addenda Nos. 1 through 8, establishing the terms and provisions of the Series B Medium-Term Notes
|
|
Filed as Exhibit 4.01(h) to Form 10-K for the year ended December 31, 1997
|
|
|
|
|
|
4.01(f)
|
|
Resolution adopted July 14, 1994 by the Ad Hoc Finance Committee of the Board of Directors of the Company and Addenda Nos. 1 and 2, establishing the terms and provisions of the Series C Medium-Term Notes
|
|
Filed as Exhibit 4.01 to Form 10-K for the year ended December 31, 1995
|
|
|
|
|
|
4.01(g)
|
|
Second Supplemental Indenture dated as of June 30, 2008 between the Company and Deutsche Bank Trust Company Americas, as Trustee, pursuant to which EQT Corporation assumed the obligations of Equitable Resources, Inc. under the related Indenture
|
|
Filed as Exhibit 4.01(g) to Form 8-K filed on July 1, 2008
|
|
|
|
|
|
4.02(a)
|
|
Indenture dated as of July 1, 1996 between the Company and The Bank of New York, as successor to Bank of Montreal Trust Company, as Trustee
|
|
Filed as Exhibit 4.01(a) to Form S-4 Registration Statement (#333-103178) filed on February 13, 2003
|
|
|
|
|
|
4.02(b)
|
|
Resolutions adopted January 18 and July 18, 1996 by the Board of Directors of the Company and Resolution adopted July 18, 1996 by the Executive Committee of the Board of Directors of the Company, establishing the terms and provisions of the 7.75% Debentures issued July 29, 1996
|
|
Filed as Exhibit 4.01(j) to Form 10-K for the year ended December 31, 1996
|
|
|
|
|
|
4.02(c)
|
|
Officer’s Declaration dated as of February 20, 2003 establishing the terms of the issuance and sale of the Notes of the Company in an aggregate amount of up to $200,000,000
|
|
Filed as Exhibit 4.01(c) to Form S-4 Registration Statement (#333-104392) filed on April 8, 2003
|
|
|
|
|
|
4.02(d)
|
|
Officer’s Declaration dated as of November 7, 2002 establishing the terms of the issuance and sale of the Notes of the Company in an aggregate amount of up to $200,000,000
|
|
Filed as Exhibit 4.01(c) to Form S-4/A Registration Statement (#333-103178) filed on March 12, 2003
|
|
|
|
|
|
4.02(e)
|
|
Officer’s Declaration dated as of September 27, 2005 establishing the terms of the issuance and sale of the Notes of the Company in an aggregate amount of $150,000,000
|
|
Filed as Exhibit 4.01(b) to Form S-4 Registration Statement (#333-104392) filed on October 28, 2005
|
|
|
|
|
|
4.02(f)
|
|
Supplemental Indenture dated as of June 30, 2008 between the Company and The Bank of New York, as Trustee, pursuant to which EQT Corporation assumed the obligations of Equitable Resources, Inc. under the related Indenture
|
|
Filed as Exhibit 4.02(f) to Form 8-K filed on July 1, 2008
|
Exhibits
|
|
Description
|
|
Method of Filing
|
|
|
|
|
|
4.03(a)
|
|
Indenture dated as of March 18, 2008 between the Company and The Bank of New York, as Trustee
|
|
Filed as Exhibit 4.1 to Form 8-K filed on March 18, 2008
|
|
|
|
|
|
4.03(b)
|
|
First Supplemental Indenture (including the form of senior note) dated as of March 18, 2008 between the Company and The Bank of New York, as Trustee, pursuant to which the 6.5% Senior Notes due 2018 were issued
|
|
Filed as Exhibit 4.2 to Form 8-K filed on March 18, 2008
|
|
|
|
|
|
4.03(c)
|
|
Second Supplemental Indenture dated as of June 30, 2008 between the Company and The Bank of New York, as Trustee, pursuant to which EQT Corporation assumed the obligations of Equitable Resources, Inc. under the related Indenture
|
|
Filed as Exhibit 4.03(c) to Form 8-K filed on July 1, 2008
|
|
|
|
|
|
4.03(d)
|
|
Third Supplemental Indenture dated as of May 15, 2009 between the Company and The Bank of New York, as Trustee, pursuant to which the 8.13% Senior Notes due 2019 were issued
|
|
Filed as Exhibit 4.1 to Form 8-K filed on May 15, 2009
|
|
|
|
|
|
4.03(e)
|
|
Fourth Supplemental Indenture dated as of November 7, 2011 between the Company and The Bank of New York Mellon, as Trustee, pursuant to which the 4.88% Senior Notes due 2021 were issued
|
|
Filed as Exhibit 4.2 to Form 8-K filed on November 7, 2011
|
|
|
|
|
|
4.04(a)
|
|
Indenture dated as of August 1, 2014 among EQT Midstream Partners, LP, the subsidiary guarantors party thereto, and The Bank of New York Mellon Trust Company, N.A., as Trustee
|
|
Filed as Exhibit 4.01 to Form 10-Q for the quarter ended September 30, 2014
|
|
|
|
|
|
4.04(b)
|
|
First Supplemental Indenture dated as of August 1, 2014 among EQT Midstream Partners, LP, the subsidiary guarantors party thereto, and The Bank of New York Mellon Trust Company, N.A., as Trustee, pursuant to which the EQT Midstream Partners, LP 4.00% Senior Notes due 2024 were issued
|
|
Filed as Exhibit 4.02 to Form 10-Q for the quarter ended September 30, 2014
|
|
|
|
|
|
* 10.01(a)
|
|
1999 Long-Term Incentive Plan (as amended and restated July 11, 2012)
|
|
Filed as Exhibit 10.1 to Form 10-Q for the quarter ended June 30, 2012
|
|
|
|
|
|
* 10.01(b)
|
|
Form of Participant Award Agreement (Stock Option) under 1999 Long-Term Incentive Plan (2007 grants and later)
|
|
Filed as Exhibit 10.3 to Form 10-Q for the quarter ended September 30, 2008
|
|
|
|
|
|
* 10.02(a)
|
|
2009 Long-Term Incentive Plan (as amended and restated July 11, 2012)
|
|
Filed as Exhibit 10.2 to Form 10-Q for the quarter ended June 30, 2012
|
Exhibits
|
|
Description
|
|
Method of Filing
|
|
|
|
|
|
* 10.02(b)
|
|
Form of Participant Award Agreement (Phantom Stock Unit Awards) under 2009 Long-Term Incentive Plan (pre-2013 grants)
|
|
Filed as Exhibit 10.02(b) to Form 10-K for the year ended December 31, 2012
|
|
|
|
|
|
* 10.02(c)
|
|
Form of Participant Award Agreement (Stock Option) under 2009 Long-Term Incentive Plan (pre-2012 grants)
|
|
Filed as Exhibit 10.01(q) to Form 10-K for the year ended December 31, 2010
|
|
|
|
|
|
* 10.02(d)
|
|
2010 Executive Performance Incentive Program
|
|
Filed as Exhibit 10.01(r) to Form 10-K for the year ended December 31, 2009
|
|
|
|
|
|
* 10.02(e)
|
|
Form of Participant Award Agreement under 2010 Executive Performance Incentive Program
|
|
Filed as Exhibit 10.01(s) to Form 10-K for the year ended December 31, 2009
|
|
|
|
|
|
* 10.02(f)
|
|
Form of 2010 Stock Incentive Award Agreement
|
|
Filed as Exhibit 10.01(t) to Form 10-K for the year ended December 31, 2009
|
|
|
|
|
|
* 10.02(g)
|
|
Form of Amendment to 2010 Stock Incentive Award Agreement
|
|
Filed as Exhibit 10.01(u) to Form 10-K for the year ended December 31, 2010
|
|
|
|
|
|
* 10.02(h)
|
|
2010 July Executive Performance Incentive Program
|
|
Filed as Exhibit 10.1 to Form 10-Q for the quarter ended September 30, 2010
|
|
|
|
|
|
* 10.02(i)
|
|
Form of 2011 Value Driver Performance Award Agreement
|
|
Filed as Exhibit 10.01(w) to Form 10-K for the year ended December 31, 2010
|
|
|
|
|
|
* 10.02(j)
|
|
Form of Amendment to 2011 Value Driver Performance Award Agreement
|
|
Filed as Exhibit 10.02(k) to Form 10-K for the year ended December 31, 2011
|
|
|
|
|
|
* 10.02(k)
|
|
2011 Volume and Efficiency Program
|
|
Filed as Exhibit 10.2 to Form 10-Q for the quarter ended March 31, 2011
|
|
|
|
|
|
* 10.02(l)
|
|
Form of Participant Award Agreement under 2011 Volume and Efficiency Program
|
|
Filed as Exhibit 10.1 to Form 10-Q for the quarter ended March 31, 2011
|
|
|
|
|
|
* 10.02(m)
|
|
Form of Amendment to Stock Option Award Agreements
|
|
Filed as Exhibit 10.3 to Form 10-Q for the quarter ended June 30, 2011
|
|
|
|
|
|
* 10.02(n)
|
|
Form of Participant Award Agreement (Stock Option) under 2009 Long-Term Incentive Plan (2012 grants)
|
|
Filed as Exhibit 10.02(n) to Form 10-K for the year ended December 31, 2011
|
|
|
|
|
|
* 10.02(o)
|
|
2012 Executive Performance Incentive Program
|
|
Filed as Exhibit 10.02(q) to Form 10-K for the year ended December 31, 2011
|
|
|
|
|
|
* 10.02(p)
|
|
Form of Participant Award Agreement under 2012 Executive Performance Incentive Program
|
|
Filed as Exhibit 10.02(r) to Form 10-K for the year ended December 31, 2011
|
Exhibits
|
|
Description
|
|
Method of Filing
|
|
|
|
|
|
* 10.02(q)
|
|
Form of EQM TSR Performance Award Agreement under 2009 Long-Term Incentive Plan and EQT Midstream Services, LLC 2012 Long-Term Incentive Plan
|
|
Filed as Exhibit 10.02(r) to Form 10-K for the year ended December 31, 2012
|
|
|
|
|
|
* 10.02(r)
|
|
Form of Participant Award Agreement (Phantom Stock Unit Awards) under 2009 Long-Term Incentive Plan (2013 and 2014 grants)
|
|
Filed as Exhibit 10.02(s) to Form 10-K for the year ended December 31, 2012
|
|
|
|
|
|
* 10.02(s)
|
|
Form of Participant Award Agreement (Stock Option) under 2009 Long-Term Incentive Plan (2013 grants)
|
|
Filed as Exhibit 10.02(t) to Form 10-K for the year ended December 31, 2012
|
|
|
|
|
|
* 10.02(t)
|
|
2013 Executive Performance Incentive Program
|
|
Filed as Exhibit 10.02(u) to Form 10-K for the year ended December 31, 2012
|
|
|
|
|
|
* 10.02(u)
|
|
Form of Participant Award Agreement under 2013 Executive Performance Incentive Program
|
|
Filed as Exhibit 10.02(v) to Form 10-K for the year ended December 31, 2012
|
|
|
|
|
|
* 10.02(v)
|
|
Form of Participant Award Agreement (Stock Option) under 2009 Long-Term Incentive Plan (2014 grants)
|
|
Filed as Exhibit 10.02(v) to Form 10-K for the year ended December 31, 2013
|
|
|
|
|
|
* 10.02(w)
|
|
2014 Executive Performance Incentive Program
|
|
Filed as Exhibit 10.02(w) to Form 10-K for the year ended December 31, 2013
|
|
|
|
|
|
* 10.02(x)
|
|
Form of Participant Award Agreement under 2014 Executive Performance Incentive Program
|
|
Filed as Exhibit 10.02(x) to Form 10-K for the year ended December 31, 2013
|
|
|
|
|
|
* 10.03(a)
|
|
2014 Long-Term Incentive Plan
|
|
Filed as Exhibit 10.1 to Form 8-K filed on May 1, 2014
|
|
|
|
|
|
* 10.03(b)
|
|
Form of Participant Award Agreement (Phantom Stock Unit Awards) under 2014 Long-Term Incentive Plan
|
|
Filed herewith as Exhibit 10.03(b)
|
|
|
|
|
|
* 10.03(c)
|
|
Form of Participant Award Agreement (Stock Option) under 2014 Long-Term Incentive Plan
|
|
Filed herewith as Exhibit 10.03(c)
|
|
|
|
|
|
* 10.03(d)
|
|
2015 Executive Performance Incentive Program
|
|
Filed herewith as Exhibit 10.03(d)
|
|
|
|
|
|
* 10.03(e)
|
|
Form of Participant Award Agreement under 2015 Executive Performance Incentive Program
|
|
Filed herewith as Exhibit 10.03(e)
|
|
|
|
|
|
* 10.03(f)
|
|
Amendment to 2015 Executive Performance Incentive Program
|
|
Filed herewith as Exhibit 10.03(f)
|
|
|
|
|
|
* 10.04
|
|
EQT Midstream Services, LLC 2012 Long-Term Incentive Plan
|
|
Filed as Exhibit 10.03 to Form 10-K for the year ended December 31, 2012
|
|
|
|
|
|
* 10.05(a)
|
|
1999 Non-Employee Directors’ Stock Incentive Plan (as amended and restated December 3, 2008)
|
|
Filed as Exhibit 10.02(a) to Form 10-K for the year ended December 31, 2008
|
|
|
|
|
|
* 10.05(b)
|
|
Form of Participant Award Agreement (Phantom Stock Unit Awards) under 1999 Non-Employee Directors’ Stock Incentive Plan
|
|
Filed as Exhibit 10.04(c) to Form 10-K for the year ended December 31, 2006
|
|
|
|
|
|
* 10.06
|
|
2011 Executive Short-Term Incentive Plan
|
|
Filed as Exhibit 10.2 to Form 8-K filed on May 10, 2011
|
|
|
|
|
|
* 10.07
|
|
2006 Payroll Deduction and Contribution Program (as amended and restated November 20, 2013)
|
|
Filed as Exhibit 10.02 to Form 10-Q for the quarter ended June 30, 2014
|
|
|
|
|
|
* 10.08
|
|
1999 Directors’ Deferred Compensation Plan (as amended and restated December 3, 2014)
|
|
Filed herewith as Exhibit 10.08
|
Exhibits
|
|
Description
|
|
Method of Filing
|
|
|
|
|
|
* 10.09
|
|
2005 Directors’ Deferred Compensation Plan (as amended and restated December 3, 2014)
|
|
Filed herewith as Exhibit 10.09
|
|
|
|
|
|
* 10.10(a)
|
|
Confidentiality, Non-Solicitation and Non-Competition Agreement dated as of September 8, 2008 between the Company and David L. Porges
|
|
Filed as Exhibit 10.8 to Form 10-Q for the quarter ended September 30, 2008
|
|
|
|
|
|
* 10.10(b)
|
|
Amendment to Confidentiality, Non-Solicitation and Non-Competition Agreement effective as of January 1, 2014 between the Company and David L. Porges
|
|
Filed as Exhibit 10.09(b) to Form 10-K for the year ended December 31, 2013
|
|
|
|
|
|
* 10.10(c)
|
|
Amended and Restated Change of Control Agreement dated as of February 19, 2013 between the Company and David L. Porges
|
|
Filed as Exhibit 10.10(b) to Form 10-K for the year ended December 31, 2012
|
|
|
|
|
|
* 10.11(a)
|
|
Confidentiality, Non-Solicitation and Non-Competition Agreement dated as of September 8, 2008 between the Company and Philip P. Conti
|
|
Filed as Exhibit 10.10 to Form 10-Q for the quarter ended September 30, 2008
|
|
|
|
|
|
* 10.11(b)
|
|
Amendment to Confidentiality, Non-Solicitation and Non-Competition Agreement effective as of January 1, 2014 between the Company and Philip P. Conti
|
|
Filed as Exhibit 10.10(b) to Form 10-K for the year ended December 31, 2013
|
|
|
|
|
|
* 10.11(c)
|
|
Second Amendment to Confidentiality, Non-Solicitation and Non-Competition Agreement effective as of January 1, 2015 between the Company and Philip P. Conti
|
|
Filed herewith as Exhibit 10.11(c)
|
|
|
|
|
|
* 10.11(d)
|
|
Amended and Restated Change of Control Agreement dated as of February 19, 2013 between the Company and Philip P. Conti
|
|
Filed as Exhibit 10.11(b) to Form 10-K for the year ended December 31, 2012
|
|
|
|
|
|
* 10.12(a)
|
|
Confidentiality, Non-Solicitation and Non-Competition Agreement dated as of September 8, 2008 between the Company and Randall L. Crawford
|
|
Filed as Exhibit 10.1 to Form 10-Q for the quarter ended June 30, 2013
|
|
|
|
|
|
* 10.12(b)
|
|
Amendment to Confidentiality, Non-Solicitation and Non-Competition Agreement effective as of January 1, 2014 between the Company and Randall L. Crawford
|
|
Filed as Exhibit 10.11(b) to Form 10-K for the year ended December 31, 2013
|
|
|
|
|
|
* 10.12(c)
|
|
Second Amendment to Confidentiality, Non-Solicitation and Non-Competition Agreement effective as of January 1, 2015 between the Company and Randall L. Crawford
|
|
Filed herewith as Exhibit 10.12(c)
|
|
|
|
|
|
* 10.12(d)
|
|
Amended and Restated Change of Control Agreement dated as of February 19, 2013 between the Company and Randall L. Crawford
|
|
Filed as Exhibit 10.12(b) to Form 10-K for the year ended December 31, 2012
|
|
|
|
|
|
* 10.13(a)
|
|
Confidentiality, Non-Solicitation and Non-Competition Agreement dated as of September 8, 2008 between the Company and Lewis B. Gardner
|
|
Filed as Exhibit 10.2 to Form 10-Q for the quarter ended June 30, 2013
|
Exhibits
|
|
Description
|
|
Method of Filing
|
|
|
|
|
|
* 10.13(b)
|
|
Amendment to Confidentiality, Non-Solicitation and Non-Competition Agreement effective as of January 1, 2014 between the Company and Lewis B. Gardner
|
|
Filed as Exhibit 10.12(b) to Form 10-K for the year ended December 31, 2013
|
|
|
|
|
|
* 10.13(c)
|
|
Second Amendment to Confidentiality, Non-Solicitation and Non-Competition Agreement effective as of January 1, 2015 between the Company and Lewis B. Gardner
|
|
Filed herewith as Exhibit 10.13(c)
|
|
|
|
|
|
* 10.13(d)
|
|
Amended and Restated Change of Control Agreement dated as of February 19, 2013 between the Company and Lewis B. Gardner
|
|
Filed as Exhibit 10.13(b) to Form 10-K for the year ended December 31, 2012
|
|
|
|
|
|
* 10.14(a)
|
|
Confidentiality, Non-Solicitation and Non-Competition Agreement dated as of September 8, 2008 between the Company and Steven T. Schlotterbeck
|
|
Filed as Exhibit 10.3 to Form 10-Q for the quarter ended June 30, 2013
|
|
|
|
|
|
* 10.14(b)
|
|
Amendment to Confidentiality, Non-Solicitation and Non-Competition Agreement effective as of January 1, 2014 between the Company and Steven T. Schlotterbeck
|
|
Filed as Exhibit 10.13(b) to Form 10-K for the year ended December 31, 2013
|
|
|
|
|
|
* 10.14(c)
|
|
Second Amendment to Confidentiality, Non-Solicitation and Non-Competition Agreement effective as of January 1, 2015 between the Company and Steven T. Schlotterbeck
|
|
Filed herewith as Exhibit 10.14(c)
|
|
|
|
|
|
* 10.14(d)
|
|
Amended and Restated Change of Control Agreement dated as of February 19, 2013 between the Company and Steven T. Schlotterbeck
|
|
Filed as Exhibit 10.14(b) to Form 10-K for the year ended December 31, 2012
|
|
|
|
|
|
* 10.15
|
|
Form of Indemnification Agreement between the Company and each executive officer and each outside director
|
|
Filed as Exhibit 10.18 to Form 10-K for the year ended December 31, 2008
|
|
|
|
|
|
10.16
|
|
Amended and Restated Revolving Credit Agreement dated as of February 18, 2014 among the Company, PNC Bank, National Association, as Administrative Agent, Swing Line Lender and an L/C Issuer, Wells Fargo Bank, National Association, The Bank of Tokyo-Mitsubishi UFJ, Ltd., Bank of America, N.A., Barclays Bank PLC, Citibank, N.A., JPMorgan Chase Bank, N.A. and SunTrust Bank, as Syndication Agents, and the other lender parties thereto
|
|
Filed as Exhibit 10.1 to Form 8-K filed on February 18, 2014
|
|
|
|
|
|
10.17
|
|
First Amended and Restated Limited Liability Company Agreement of Mountain Valley Pipeline, LLC dated as of August 28, 2014 among MVP Holdco, LLC, US Marcellus Gas Infrastructure, LLC, and Mountain Valley Pipeline, LLC. Specific items in this exhibit have been redacted, as marked by three asterisks (***) because confidential treatment for those terms has been requested. The redacted material has been separately filed with the SEC.
|
|
Filed as Exhibit 10.01 to Form 10-Q/A filed on December 3, 2014
|
|
|
|
|
|
21
|
|
Schedule of Subsidiaries
|
|
Filed herewith as Exhibit 21
|
|
|
|
|
|
23.01
|
|
Consent of Independent Registered Public Accounting Firm
|
|
Filed herewith as Exhibit 23.01
|
|
|
|
|
|
23.02
|
|
Consent of Ryder Scott Company, L.P.
|
|
Filed herewith as Exhibit 23.02
|
|
|
|
|
|
31.01
|
|
Rule 13(a)-14(a) Certification of Principal Executive Officer
|
|
Filed herewith as Exhibit 31.01
|
|
|
|
|
|
31.02
|
|
Rule 13(a)-14(a) Certification of Principal Financial Officer
|
|
Filed herewith as Exhibit 31.02
|
Exhibits
|
|
Description
|
|
Method of Filing
|
|
|
|
|
|
32
|
|
Section 1350 Certification of Principal Executive Officer and Principal Financial Officer
|
|
Furnished herewith as Exhibit 32
|
|
|
|
|
|
99
|
|
Independent Petroleum Engineers’ Audit Report
|
|
Filed herewith as Exhibit 99
|
|
|
|
|
|
101
|
|
Interactive Data File
|
|
Filed herewith as Exhibit 101
|
|
|
EQT CORPORATION
|
|
|
|
|
|
|
|
By:
|
/s/ DAVID L. PORGES
|
|
|
|
David L. Porges
|
|
|
|
Chairman, President and Chief Executive Officer
|
|
|
|
February 12, 2015
|
/s/ DAVID L. PORGES
|
|
Chairman, President
|
|
February 12, 2015
|
David L. Porges
|
|
and Chief Executive Officer
|
|
|
(Principal Executive Officer)
|
|
|
|
|
|
|
|
|
|
/s/ PHILIP P. CONTI
|
|
Senior Vice President
|
|
February 12, 2015
|
Philip P. Conti
|
|
and Chief Financial Officer
|
|
|
(Principal Financial Officer)
|
|
|
|
|
|
|
|
|
|
/s/ THERESA Z. BONE
|
|
Vice President, Finance
|
|
February 12, 2015
|
Theresa Z. Bone
|
|
and Chief Accounting Officer
|
|
|
(Principal Accounting Officer)
|
|
|
|
|
|
|
|
|
|
/s/ VICKY A. BAILEY
|
|
Director
|
|
February 12, 2015
|
Vicky A. Bailey
|
|
|
|
|
|
|
|
|
|
/s/ PHILIP G. BEHRMAN
|
|
Director
|
|
February 12, 2015
|
Philip G. Behrman
|
|
|
|
|
|
|
|
|
|
/s/ KENNETH M. BURKE
|
|
Director
|
|
February 12, 2015
|
Kenneth M. Burke
|
|
|
|
|
|
|
|
|
|
/s/ A. BRAY CARY JR.
|
|
Director
|
|
February 12, 2015
|
A. Bray Cary, Jr.
|
|
|
|
|
|
|
|
|
|
/s/ MARGARET K. DORMAN
|
|
Director
|
|
February 12, 2015
|
Margaret K. Dorman
|
|
|
|
|
|
|
|
|
|
/s/ GEORGE L. MILES, JR.
|
|
Director
|
|
February 12, 2015
|
George L. Miles, Jr.
|
|
|
|
|
|
|
|
|
|
/s/ JAMES E. ROHR
|
|
Director
|
|
February 12, 2015
|
James E. Rohr
|
|
|
|
|
|
|
|
|
|
/s/ DAVID S. SHAPIRA
|
|
Director
|
|
February 12, 2015
|
David S. Shapira
|
|
|
|
|
|
|
|
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/s/ STEPHEN A. THORINGTON
|
|
Director
|
|
February 12, 2015
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Stephen A. Thorington
|
|
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/s/ LEE T. TODD, JR.
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Director
|
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February 12, 2015
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Lee T. Todd, Jr.
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Vesting Schedule:
|
100% on [Insert 3-Year Anniversary of Grant Date]
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|
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(i)
|
if (a) your grant of Options is assumed by the surviving entity of the Change of Control (or otherwise equitably converted or substituted in connection with the Change of Control in a manner approved by the Committee) or (b) the Company is the surviving entity of the Change of Control, and (1) your employment is terminated without Cause (as defined below), including termination resulting from death or Disability (as defined in the Plan), or (2) you resign for Good Reason (as defined below), in each case prior to the second anniversary of the effective date of the Change of Control, all unvested Options will vest immediately upon such termination or resignation; and
|
(ii)
|
if (a) your grant of Options is not assumed by the surviving entity of the Change of Control (or otherwise equitably converted or substituted in connection with the Change of Control in a manner approved by the Committee) and (b) the Company is not the surviving entity of the Change of Control, all unvested Options will vest immediately upon such Change of Control.
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Termination Date
|
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Percent Vested
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Prior to January 1, 2016
|
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0%
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On or after January 1, 2016 and prior to
January 1, 2017 |
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25%
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On or after January 1, 2017 and prior to
January 1, 2018 |
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50%
|
(a)
|
Total Shareholder Return.
For purposes of this Program, total shareholder return will be calculated as follows:
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(b)
|
Total Sales Volume Growth
. For purposes of this Program, the Company’s total sales volume growth for the Performance Period (the “Total Sales Volume Growth”) shall equal the compound annual growth rate of the Company’s total production sales volumes (Bcfe), as calculated in accordance with
Attachment B
to this Program, during the Performance Period.
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(c)
|
Application of Performance Condition
. A Participant’s “Awarded Value” shall be calculated by multiplying (i) the number of such Participant’s Share Units, by (ii) the payout multiple identified on the payout matrix (
Attachment B
) that corresponds to the Company’s TSR ranking and Total Sales Volume Growth performance on the payout matrix for the Performance Period by (iii) the closing price of the Company’s Common Stock at the end of the Performance Period or, in the case of a Qualifying Change of Control, the closing price of the Company’s Common Stock on the business day immediately preceding the date of the Qualifying Change of Control, in each case as reported in the Nationally Recognized Reporting Service.
If Share Units are outstanding on the record date for dividends or other distributions with respect to the Company’s Common Stock, then: (1) if such dividends or distributions are paid on or before the payment date for the Participant’s award as determined in accordance with Section 6 below, the dollar value or fair market value of such dividends or distributions with respect to the number of shares of Common Stock then underlying the Share Units shall be converted into additional Share Units in the Participant’s name (such additional Share Units, the “Dividend Units”), based on the Fair Market Value of the Common Stock as of the date such dividends or distributions are paid; or (2) if such dividends or distributions are paid after the payment date for the Participant’s award as determined in accordance with Section 6 below, the Participant shall receive a cash payment in respect of such dividends or distributions. Any Dividend Units shall be subject to the same performance conditions and transfer restrictions as apply to the Share Units with respect to which they relate.
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(a)
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Termination After Change of Control
. With respect to any Participant’s award under the Program, and notwithstanding Section 9 of the 2014 Plan, in the event that following a Change of Control that is not a Qualifying Change of Control, (i) such Participant’s employment is terminated and such termination is a Qualifying Termination (as defined below) or (ii) such Participant resigns for Good Reason (as defined below), in each case prior to the second anniversary of the effective date of the Change of Control, the Participant shall retain all of his or her Share Units, contingent upon achievement of the Performance Conditions set forth in Section 5.
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(b)
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Retirement and Resignation
. If a Participant’s employment is terminated voluntarily (including retirement) or such termination is a Qualifying Termination and the Participant remains on the board of directors of the Company or EQT Midstream Services, LLC following such termination of employment, then, notwithstanding any prior agreement to the contrary (including an agreement to enter into a form of an executive alternative work arrangement), the Participant shall retain all of his or her Share Units, contingent upon achievement of the Performance Conditions set forth in Section 5, for as long as the Participant remains on such board of directors, in which case any references herein to such Participant’s employment shall be deemed to include his or her continued service on such board. Except as set forth in the preceding sentence and subsection (a) above, a Participant’s Share Units shall be forfeited upon his or her retirement or resignation as an employee of the Company or an Affiliate.
|
(c)
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Other Termination
. If a Participant’s employment is involuntarily terminated and such termination is not a Qualifying Termination, the Participant’s Share Units shall be forfeited. Except as provided in subsections (a) and (b) above, if the termination is a Qualifying Termination, the Participant (or the Participant’s estate or beneficiary) will retain his or her Share Units,
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(d)
|
Change of Position
. Except as provided in subsections (a) and (b) above, a Participant whose position within the Company or an Affiliate changes to a non-Program eligible position as determined by the Company’s Chief Human Resources Officer (or if such Participant is an executive officer of the Company, as determined by the Committee) but who remains employed through the date of payment of the Awarded Value will retain his or her Share Units, contingent upon achievement of the Performance Conditions set forth in Section 5, as follows, and the remainder shall be forfeited:
|
•
|
Determining and certifying, in writing, the extent to which the Performance Conditions have been achieved prior to any payments under the Program,
|
•
|
Ensuring that the Program is administered in accordance with its provisions and the 2014 Plan,
|
•
|
Approving Program Participants,
|
•
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Authorizing Share Unit awards to Participants,
|
•
|
Adjusting Share Unit awards to account for extraordinary events,
|
•
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Serving as the final arbiter of any disagreement between Program Participants, Company management, Program administrators, and any other interested parties to the Program, and
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•
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Maintaining final authority to amend, modify or terminate the Program at any time.
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CABOT OIL & GAS CORPORATION
|
CHESAPEAKE ENERGY CORPORATION
|
CIMAREX ENERGY CO.
CONCHO RESOURCES INC.
CONSOL ENERGY INC.
|
CONTINENTAL RESOURCES, INC.
|
ENERGEN CORPORATION
|
EOG RESOURCES, INC.
|
EXCO RESOURCES, INC.
|
MARKWEST ENERGY PARTNERS, L.P.
|
NATIONAL FUEL GAS COMPANY
|
NEWFIELD EXPLORATION COMPANY
|
NOBLE ENERGY, INC.
|
ONEOK, INC.
|
PIONEER NATURAL RESOURCES COMPANY
|
QEP RESOURCES, INC.
|
QUESTAR CORPORATION
|
QUICKSILVER RESOURCES INC.
|
RANGE RESOURCES CORPORATION
|
SM ENERGY COMPANY
|
SOUTHWESTERN ENERGY COMPANY
|
SPECTRA ENERGY CORP
|
ULTRA PETROLEUM CORP.
WHITING PETROLEUM CORPORATION
|
WILLIAMS COMPANIES, INC.
|
|
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Payout Factor*
|
|||||||
Total Sales Volume Growth**
|
30% Compound Annual Growth Rate
|
.75
|
1.00
|
1.50
|
2.00
|
2.40
|
2.60
|
2.80
|
3.00
|
25% Compound Annual Growth Rate
|
.55
|
.95
|
1.35
|
1.75
|
2.15
|
2.35
|
2.55
|
2.75
|
|
20% Compound Annual Growth Rate
|
.30
|
.70
|
1.10
|
1.50
|
1.90
|
2.10
|
2.30
|
2.50
|
|
10% Compound Annual Growth Rate
|
.00
|
.20
|
.60
|
1.00
|
1.40
|
1.60
|
1.80
|
2.00
|
|
0% Compound Annual Growth Rate
|
.00
|
.00
|
.00
|
.50
|
.90
|
1.10
|
1.30
|
1.50
|
|
|
26-24
|
23-21
|
20-18
|
17-14
|
13-11
|
10-8
|
7-5
|
4-1
|
|
|
|
Total Shareholder Return Rank
|
*
|
Payout Factor shall be interpolated between stated levels of Total Sales Volume Growth.
|
**
|
Total Sales Volume Growth is equal to the compound annual growth rate (“CAGR”) of the Company’s total production sales volumes (Bcfe) during the Performance Period, calculated as follows:
|
•
|
“BeginningVolume” is equal to the Company’s total production sales volumes (Bcfe) during 2014 as reported in the Company’s 2014 annual report on Form 10-K.
|
•
|
“EndingVolume” is equal to:
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◦
|
In the event the Performance Period expires on December 31, 2017 and no Qualifying Change of Control occurs prior to the filing date of the Company’s 2017 annual report on Form 10-K (the “2017 Form 10-K”), the Company’s total production sales volumes (Bcfe) during 2017 as reported in the 2017 Form 10-K.
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◦
|
Except as set forth in the following paragraph, in the event of a Qualifying Change of Control prior to the filing date of the 2017 Form 10-K, the sum of the Company’s total production sales
|
◦
|
In the event of a Qualifying Change of Control prior to the filing date of the Company’s 2015 annual report on Form 10-K, the sum of the Company’s total production sales volumes (Bcfe) for the quarters actually completed during the Performance Period which precede the closing date of the Qualifying Change of Control and for which Forms 10-Q were filed prior to such closing date, annualized for 2015 total production sales volumes. By way of example only, the quarterly total production sales volumes would be annualized as follows:
|
•
|
“Period” is equal to (i) in the event the Performance Period expires on December 31, 2017 and no Qualifying Change of Control occurs prior to the filing date of the 2017 Form 10-K, three (3) years, or (ii) in the event of a Qualifying Change of Control prior to the filing date of the 2017 Form 10-K, the number of calendar quarters actually completed during the Performance Period and for which a Form 10-Q (or, in the case of the fourth quarter of any year, a Form 10-K) is filed prior to the closing date of the Qualifying Change of Control, expressed as an annualized period. For example, if the closing date of a Qualifying Change of Control occurs on August 1, 2016 and the Company filed its Form 10-Q for the second quarter of 2016 prior to such date, the “Period” would equal one and one-half (1.5) years.
|
|
|
Payout Factor*
|
|||||||
Total Sales Volume Growth**
|
26.4% Compound Annual Growth Rate
|
.75
|
1.00
|
1.50
|
2.00
|
2.40
|
2.60
|
2.80
|
3.00
|
21.4% Compound Annual Growth Rate
|
.55
|
.95
|
1.35
|
1.75
|
2.15
|
2.35
|
2.55
|
2.75
|
|
16.4% Compound Annual Growth Rate
|
.30
|
.70
|
1.10
|
1.50
|
1.90
|
2.10
|
2.30
|
2.50
|
|
6.4% Compound Annual Growth Rate
|
.00
|
.20
|
.60
|
1.00
|
1.40
|
1.60
|
1.80
|
2.00
|
|
0% Compound Annual Growth Rate
|
.00
|
.00
|
.00
|
.50
|
.90
|
1.10
|
1.30
|
1.50
|
|
|
26-24
|
23-21
|
20-18
|
17-14
|
13-11
|
10-8
|
7-5
|
4-1
|
|
|
|
Total Shareholder Return Rank
|
(a)
|
The sale or other disposition by the Company of all or substantially all of its assets to a single purchaser or to a group of purchasers, other than to a corporation with respect to which, following such sale or disposition, more than eighty percent (80%) of, respectively, the then outstanding shares of Company common stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of the Board is then owned beneficially, directly or indirectly, by all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the outstanding Company common stock and the combined voting power of the then outstanding voting securities immediately prior to such sale or disposition in substantially the same proportion as their ownership of the outstanding Company common stock and voting power immediately prior to such sale or disposition;
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(b)
|
The acquisition in one or more transactions by any person or group, directly or indirectly, of beneficial ownership of twenty percent (20%) or more of the outstanding shares of Company common stock or the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of the Board; provided, however, that the following shall not constitute a Change in Control: (i) any acquisition by the Company or any of its subsidiaries, or any employee benefit plan (or related trust) sponsored or maintained by the Company or any of its subsidiaries and (ii) an acquisition by any person or group of persons of not more than forty percent (40%) of the outstanding shares of Company common stock or the combined voting power of the then outstanding voting securities of the Company if such acquisition resulted from the issuance of capital stock by the Company and the issuance and the acquiring person or group was approved in advance of such issuance by at least two-thirds of the Continuing Directors (as defined below) then in office;
|
(c)
|
The Company’s termination of its business and liquidation of its assets;
|
(d)
|
There is consummated a merger, consolidation, reorganization, share exchange or similar transaction involving the Company (including a triangular merger), in any case, unless immediately following such transaction: (i) all or substantially all of the persons who were the beneficial owners of the outstanding common stock and outstanding voting securities of the Company immediately prior to the transaction beneficially own, directly or indirectly, more than sixty percent (60%) of the outstanding shares of common stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors of the corporation resulting from such transaction (including a corporation or other person which as a result of such transaction owns the Company or all or substantially all of the Company’s assets through one or more subsidiaries (a
“Parent Company”
)) in substantially the same proportion as their ownership of the common stock and other voting securities of the Company immediately prior to the consummation of the transaction, (ii) no person (other than (A) the Company, any employee benefit plan sponsored or maintained by the Company or, if reference was made to equity ownership of any Parent Company for purposes of determining whether clause (i) above is satisfied in connection with the transaction, such Parent Company, or (B) any person or group that satisfied the requirements of subsection (b)(ii), above) beneficially owns, directly or indirectly, twenty percent (20%) or more of the outstanding shares of common stock or the combined voting power of the voting securities entitled to vote generally in the election of directors of the corporation resulting from such transaction and (iii) individuals who were members of the Board immediately prior to the consummation of the transaction constitute at least a majority of the members of the board of directors resulting from such transaction (or, if reference was made to equity ownership of any Parent Company for purposes of determining whether clause (i) above is satisfied in connection with the transaction, such Parent Company); or
|
(e)
|
The following individuals (sometimes referred to herein as
“Continuing Directors”
) cease for any reason to constitute a majority of the number of directors then serving: individuals who, on the date hereof, constitute the entire Board and any new director (other than a director whose initial assumption of office is in connection with an actual or threatened election contest, including but not limited to a consent solicitation, relating to the election of directors of the Company) whose appointment or election by the Board or nomination for election by the Company’s shareholders was approved by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors on the effective date of the Plan or whose appointment, election or nomination for election was previously so approved.
|
2.4
|
“Code”
means the Internal Revenue Code of 1986, as amended.
|
(a)
|
In the case of an Investment Option of a fixed income nature, the interest deemed to be credited as determined in accordance with the procedures applicable to the same investment option provided under the EQT 401(k) Plan;
|
(b)
|
In the case of an Investment Option of an equity investment nature (other than the Company Stock Fund), the increase or decrease in deemed value and any dividends deemed to be credited as determined in accordance with the procedures applicable to the same investment option provided under the EQT 401(k) Plan; or
|
(c)
|
In the case of the Company Stock Fund, the increase or decrease in the deemed value, and the reinvestment in the Company Stock Fund of any dividends deemed to be credited, as determined in accordance with the procedures applicable to investments in the 401(k) Stock Fund under the EQT 401(k) Plan.
|
(i)
|
(A) were awarded to certain members of the Board in the amounts described in Exhibit A to the Plan, and (B) will be distributed to Participants satisfying all the conditions of this Plan;
or
|
(ii)
|
(A) were awarded pursuant to the NEDSIP prior to the Freeze Date, and (B) will be distributed to Participants in the form elected by the Participant and at the time specified in the Phantom Stock Agreement referred to in Section 2.22(ii) of the Plan.
|
(i)
|
the agreement filed by a Participant pursuant to Section 4.1(a) of the Plan in the form prescribed by the Committee directing the Company to convert the Participant’s benefit under the Equitable Resources, Inc. Directors’ Defined Benefit Plan (as amended, the “
Defined Benefit Plan
”) into Phantom Stock under this Plan and relinquishing all rights to any benefits under such Defined Benefit Plan, and
|
(ii)
|
any agreement and/or terms of award of Phantom Stock under the NEDSIP pursuant to which Phantom Stock was deferred prior to the Freeze Date.
|
(a)
|
As of May 26, 1999, the Phantom Stock Account of a Participant eligible for an award of Phantom Stock pursuant to Section 3.1(i) of the Plan was credited with an award of Phantom Stock in the number of shares specified in Exhibit A to the Plan. The Company shall contribute shares of Company common stock to the Irrevocable Trust in an amount equal to the aggregate number of shares of Phantom Stock credited to all Phantom Stock Accounts under the Plan from such awards. Any such contributions to an Irrevocable Trust and related investments shall be solely to assist the Company in satisfying its obligations under this Plan, and no Participant shall have any right, title or interest whatsoever in any such contributions or investments.
|
(b)
|
As of the date of any Phantom Stock award pursuant to the terms of the NEDSIP prior to the Freeze Date, the Phantom Stock Account of a Participant receiving such award was credited with the number of Phantom Stock units as specified in such award. Separate subaccounts shall be maintained to accommodate different forms and media of payment applicable to specific Phantom Stock Agreements. Except as provided in Section 10.1 of the Plan, the Company shall not be required to contribute any shares or other property to an Irrevocable Trust for such awards.
|
(a)
|
As soon as administratively feasible (but not later than thirty (30) days) following a Participant’s termination of membership on the Board for any reason, and in accordance with the election provided in Section 6.5 of the Plan, the Company shall pay, or commence payment, to the Participant or, in the event of the Participant’s death, to his or her Beneficiary, an amount in cash equal to the value of the Participant’s Phantom Stock Account then payable based on awards credited to the Participant’s Phantom Stock Account pursuant to Section 4.1(a) of the Plan, as determined in accordance with Article IV of the Plan, less any income tax withholding required under applicable law.
For purposes of this Plan, the term “termination of membership,” when used in the context of a condition to, or timing of, payment hereunder shall be interpreted to mean a “separation from service” as that term is used in Section 409A of the Code.
|
(b)
|
As soon as administratively feasible (but not later than thirty (30) days) following the date provided for payment pursuant to the terms of a Phantom Stock Agreement described in Section 2.22(ii) of the Plan, and in accordance with the election provided in Section 6.5 of the Plan, the Company shall pay, or commence payment, to the Participant or, in the event of the Participant’s death, to his or her Beneficiary, either an amount in cash equal to the value of the Participant’s Phantom Stock Account then payable, or the number of shares of Company common stock then payable, whichever form is elected by the Participant, based on awards credited to the Participant’s Phantom Stock Account pursuant to Section 4.1(b) of the Plan, as determined in accordance with Article IV of the Plan, less any income tax withholding required under applicable law.
|
Director
|
Phantom Stock Shares
|
E. Lawrence Keyes, Jr.
|
6,108.73
|
Thomas A. McConomy
|
4,937.89
|
Malcolm M. Prine
|
6,108.73
|
Paul Christiano, Ph.D.
|
1,883.53
|
Donald I. Moritz
|
6,108.73
|
J. Michael Talbert
|
2,494.40
|
James E. Rohr
|
1,883.53
|
Phyllis A. Domm, Ed.D
|
1,883.53
|
David S. Shapira
|
6,108.73
|
Guy W. Nichols
|
1,221.75
|
(a)
|
The sale or other disposition by the Company of all or substantially all of its assets to a single purchaser or to a group of purchasers, other than to a corporation with respect to which, following such sale or disposition, more than eighty percent (80%) of, respectively, the then outstanding shares of Company common stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of the Board is then owned beneficially, directly or indirectly, by all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the outstanding Company common stock and the combined voting power of the then outstanding voting securities immediately prior to such sale or disposition in substantially the same proportion as their ownership of the outstanding Company common stock and voting power immediately prior to such sale or disposition;
|
(b)
|
The acquisition in one or more transactions by any person or group, directly or indirectly, of beneficial ownership of twenty percent (20%) or more of the outstanding shares of Company common stock or the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of the Board; provided, however, that the following shall not constitute a Change in Control: (i) any acquisition by the Company or any of its subsidiaries, or any employee benefit plan (or related trust) sponsored or maintained by the Company or any of its subsidiaries and (ii) an acquisition by any person or group of persons of not more than forty percent (40%) of the outstanding shares of Company common stock or the combined voting power of the then outstanding voting securities of the Company if such acquisition resulted from the issuance of capital stock by the Company and the issuance and the acquiring person or group was approved in advance of such issuance by at least two-thirds of the Continuing Directors (as defined below) then in office;
|
(c)
|
The Company’s termination of its business and liquidation of its assets;
|
(d)
|
There is consummated a merger, consolidation, reorganization, share exchange or similar transaction involving the Company (including a triangular merger), in any case, unless immediately following such transaction: (i) all or substantially all of the persons who were the beneficial owners of the outstanding common stock and outstanding voting securities of the Company immediately prior to the transaction beneficially own, directly or indirectly, more than sixty percent (60%) of the outstanding shares of common stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors of the corporation resulting from such transaction (including a corporation or other person which as a result of such transaction owns the Company or all or substantially all of the Company’s assets through one or more subsidiaries (a
“Parent Company”
)) in substantially the same proportion as their ownership of the common stock and other voting securities of the Company immediately prior to the consummation of the transaction, (ii) no person (other than (A) the Company, any employee benefit plan sponsored or maintained by the Company or, if reference was made to equity ownership of any Parent Company for purposes of determining whether clause (i) above is satisfied in connection with the transaction, such Parent Company, or (B) any person or group that satisfied the requirements of subsection (b)(ii), above) beneficially owns, directly or indirectly, twenty percent (20%) or more of the outstanding shares of common stock or the combined voting power of the voting securities entitled to vote generally in the election of directors of the corporation resulting from such transaction and (iii) individuals who were members of the Board immediately prior to the consummation of the transaction constitute at least a majority of the members of the board of directors resulting from such transaction (or, if reference was made to equity ownership of any Parent Company for purposes of determining whether clause (i) above is satisfied in connection with the transaction, such Parent Company); or
|
(e)
|
The following individuals (sometimes referred to herein as
“Continuing Directors”
) cease for any reason to constitute a majority of the number of directors then serving: individuals who, on the date hereof, constitute the entire Board and any new director (other than a director whose initial assumption of office is in connection with an actual or threatened election contest, including but not limited to a consent solicitation, relating to the election of directors of the Company) whose appointment or election by the Board or nomination for election by the Company’s shareholders was approved by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors on the effective date of the 2005 Plan or whose appointment, election or nomination for election was previously so approved.
|
(a)
|
In the case of an Investment Option of a fixed income nature, the interest deemed to be credited as determined in accordance with the procedures applicable to the same investment option provided under the EQT 401(k) Plan;
|
(b)
|
In the case of an Investment Option of an equity investment nature (other than the Company Stock Fund), the increase or decrease in deemed value and any dividends deemed to be credited as determined in accordance with the procedures applicable to the same investment option provided under the EQT 401(k) Plan; or
|
(c)
|
In the case of the Company Stock Fund, the increase or decrease in the deemed value, and the reinvestment in the Company Stock Fund of any dividends deemed to be credited, as determined in accordance with the procedures applicable to investments in the 401(k) Stock Fund under the EQT 401(k) Plan.
|
(i)
|
awarded pursuant to an Awarding Plan; and
|
(ii)
|
which will be distributed to eligible Participants in the form and medium and on the date or permissible payment event specified in the Phantom Stock Agreement, which date or permissible payment event is deemed to be incorporated by reference herein.
|
(i)
|
Annual payments of a fixed amount which shall amortize the value of the Deferral Account over a period of five, ten or fifteen years (together, in the case of each annual payment, with interest and dividends credited thereto after the payment commencement date pursuant to Section 5.4 of the 2005 Plan); or
|
(ii)
|
A lump sum.
|
EQT Corporation
By:
/s/ Charlene Petrelli
Name: Charlene Petrelli
Title: Vice President and Chief Human
Resources Officer
|
Employee:
/s/ Philip P. Conti
Philip P Conti
|
|
|
EQT Corporation
By:
/s/ Charlene Petrelli
Name: Charlene Petrelli
Title: Vice President and Chief Human
Resources Officer
|
Employee:
/s/ Randall L. Crawford
Randall L Crawford
|
EQT Corporation
By:
/s/ Charlene Petrelli
Name: Charlene Petrelli
Title: Vice President and Chief Human
Resources Officer
|
Employee:
/s/ Lewis B. Gardner
Lewis B Gardner
|
|
|
EQT Corporation
By:
/s/ Charlene Petrelli
Name: Charlene Petrelli
Title: Vice President and Chief Human
Resources Officer
|
Employee:
/s/ Steven T. Schlotterbeck
Steven T Schlotterbeck
|
Entity
|
|
Jurisdiction
|
Allegheny Valley Connector, LLC
|
|
Delaware
|
Antrim Midstream, LLC
|
|
Delaware
|
EPC Investments, Inc.
|
|
Delaware
|
EQM Gathering, LLC
|
|
Delaware
|
EQM Gathering Holdings, LLC
|
|
Delaware
|
EQM Gathering Opco, LLC
|
|
Delaware
|
EQT Capital Corporation
|
|
Delaware
|
EQT CNG, LLC
|
|
Delaware
|
EQT Energy, LLC
|
|
Delaware
|
EQT Gathering, LLC
|
|
Delaware
|
EQT Gathering Holdings, LLC
|
|
Delaware
|
EQT Investments Holdings, LLC
|
|
Delaware
|
EQT IP Ventures, LLC
|
|
Delaware
|
EQT Midstream Finance Corporation
|
|
Delaware
|
EQT Midstream Investments, LLC
|
|
Delaware
|
EQT Midstream Partners, LP
|
|
Delaware
|
EQT Midstream Services, LLC
|
|
Delaware
|
EQT Production Company
|
|
Pennsylvania
|
EQT Production Texas, LLC
|
|
Delaware
|
Equitrans Construction, LLC
|
|
Delaware
|
Equitrans Investments, LLC
|
|
Delaware
|
Equitrans Services, LLC
|
|
Delaware
|
Equitrans, LP
|
|
Pennsylvania
|
ET Blue Grass Clearing, LLC
|
|
Pennsylvania
|
ET Blue Grass, LLC
|
|
Delaware
|
Horizon Energy Holdco, LLC
|
|
Delaware
|
MVP Holdco, LLC
|
|
Delaware
|
Rager Mountain Storage Company, LLC
|
|
Delaware
|
•
|
Registration Statement (Form S-3 No. 333-158198) pertaining to the 2009 Dividend Reinvestment and Stock Purchase Plan,
|
•
|
Registration Statement (Form S-3 No. 333-191781) pertaining to the registration of Debt Securities, Preferred Stock and Common Stock,
|
•
|
Registration Statement (Form S-8 No. 333-185845) pertaining to the Employee Savings Plan,
|
•
|
Registration Statement (Form S-8 No. 333-82189) pertaining to the 1999 Long-Term Incentive Plan,
|
•
|
Registration Statement (Form S-8 No. 333-01879) pertaining to the Employee Stock Purchase Plan,
|
•
|
Registration Statement (Form S-8 No. 333-82193) pertaining to the 1999 Non-Employee Directors’ Stock Incentive Plan,
|
•
|
Registration Statement (Form S-8 No. 333-32410) pertaining to the Deferred Compensation Plan and the Directors’ Deferred Compensation Plan,
|
•
|
Registration Statement (Form S-8 No. 333-70822) pertaining to the 1999 Long-Term Incentive Plan,
|
•
|
Registration Statement (Form S-8 No. 333-122382) pertaining to the 2005 Employee Deferred Compensation Plan and the 2005 Directors’ Deferred Compensation Plan,
|
•
|
Registration Statement (Form S-8 No. 333-152044) pertaining to the 2008 Employee Stock Purchase Plan,
|
•
|
Registration Statement (Form S-8 No. 333-158682) pertaining to the 2009 Long-Term Incentive Plan, and
|
•
|
Registration Statement (Form S-8 No. 333-195625) pertaining to the 2014 Long-Term Incentive Plan;
|
Date: February 12, 2015
|
|
|
/s/ David L. Porges
|
|
David L. Porges
|
|
Chairman, President and Chief Executive Officer
|
Date: February 12, 2015
|
|
|
|
|
/s/ Philip P. Conti
|
|
Philip P. Conti
|
|
Senior Vice President and Chief Financial Officer
|
/s/ David L. Porges
|
|
February 12, 2015
|
David L. Porges
Chairman, President and Chief Executive Officer
|
|
|
|
|
|
|
|
|
/s/ Philip P. Conti
|
|
February 12, 2015
|
Philip P. Conti
Senior Vice President and Chief Financial Officer
|
|
\s\ Don P. Griffin
|
|
\s\ Gabrielle Guerre
|
Don P. Griffin, P.E.
|
|
Gabrielle Guerre, P.E.
|
TBPE License No. 64150
|
|
TBPE License No. 109935
|
Senior Vice President
|
|
Senior Petroleum Engineer
|
As of December 31, 2014
|
|
|
Proved
|
||||||||||||||
|
|
Developed
|
|
|
|
Total
|
||||||||||
|
|
Producing
|
|
Non-Producing
|
|
Undeveloped
|
|
Proved
|
||||||||
Audited by Ryder Scott
|
|
|
|
|
|
|
|
|
||||||||
Net Reserves
|
|
|
|
|
|
|
|
|
||||||||
Gas – MMCF
|
|
4,122,036
|
|
|
135,341
|
|
|
5,518,577
|
|
|
9,775,954
|
|
||||
Plant Products - MBarrels
|
|
87,984
|
|
|
1,846
|
|
|
65,664
|
|
|
155,494
|
|
||||
Oil/Condensate - MBarrels
|
|
5,005
|
|
|
0
|
|
|
0
|
|
|
5,005
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Income Data (M$)
|
|
|
|
|
|
|
|
|
||||||||
Future Gross Revenue
|
|
|
$13,972,046
|
|
|
|
$400,774
|
|
|
|
$16,055,984
|
|
|
|
$30,428,804
|
|
Deductions
|
|
2,482,950
|
|
|
40,550
|
|
|
6,838,354
|
|
|
9,361,854
|
|
||||
Future Net Income (FNI)
|
|
|
$11,489,096
|
|
|
|
$360,224
|
|
|
$
|
9,217,630
|
|
|
|
$21,066,950
|
|
|
|
|
|
|
|
|
|
|
||||||||
Discounted FNI @ 10%
|
|
$
|
4,907,185
|
|
|
|
$181,763
|
|
|
$
|
2,453,504
|
|
|
$
|
7,542,452
|
|
Geographic Area
|
Product
|
Average
Realized
Prices
|
North America
|
|
|
United States, Appalachia
|
Gas
|
$2.551/MCF
|
and Texas regions
|
Plant Products
|
$32.64/Bbl
|
|
Oil/Condensate
|
$82.64/Bbl
|
(1)
|
completion intervals which are open at the time of the estimate, but which have not started producing;
|
(2)
|
wells which were shut-in for market conditions or pipeline connections; or
|
(3)
|
wells not capable of production for mechanical reasons.
|
(i)
|
Reserves on undrilled acreage shall be limited to those directly offsetting development spacing areas that are reasonably certain of production when drilled, unless evidence using reliable technology exists that establishes reasonable certainty of economic producibility at greater distances.
|