x
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2015
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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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FOR THE TRANSITION PERIOD FROM TO
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COMMISSION FILE NUMBER 1-3551
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PENNSYLVANIA
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25-0464690
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(State or other jurisdiction of incorporation or organization)
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(IRS Employer Identification No.)
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625 Liberty Avenue, Suite 1700, Pittsburgh, Pennsylvania
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15222
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(Address of principal executive offices)
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(Zip code)
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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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Page No.
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Three Months Ended June 30,
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Six Months Ended June 30,
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||||||||||||
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2015
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2014
|
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2015
|
|
2014
|
||||||||
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(Thousands, except per share amounts)
|
||||||||||||||
Revenues:
|
|
|
|
|
|
|
|
||||||||
Sales of natural gas, oil and NGLs
|
$
|
367,342
|
|
|
$
|
485,181
|
|
|
$
|
947,707
|
|
|
$
|
1,070,373
|
|
Pipeline and marketing services
|
61,573
|
|
|
49,512
|
|
|
146,389
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|
|
135,299
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||||
Gain (loss) on derivatives not designated as hedges
|
4,259
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|
|
(8,525
|
)
|
|
47,851
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|
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(17,879
|
)
|
||||
Total operating revenues
|
433,174
|
|
|
526,168
|
|
|
1,141,947
|
|
|
1,187,793
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||||
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||||||||
Operating expenses:
|
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|
|
|
|
|
|
|
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|
||||
Transportation and processing
|
62,942
|
|
|
51,723
|
|
|
122,676
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|
|
96,898
|
|
||||
Operation and maintenance
|
32,061
|
|
|
27,587
|
|
|
60,308
|
|
|
52,808
|
|
||||
Production
|
31,492
|
|
|
31,882
|
|
|
62,848
|
|
|
63,822
|
|
||||
Exploration
|
11,422
|
|
|
7,452
|
|
|
23,976
|
|
|
8,871
|
|
||||
Selling, general and administrative
|
65,404
|
|
|
63,283
|
|
|
132,782
|
|
|
112,251
|
|
||||
Depreciation, depletion and amortization
|
196,819
|
|
|
157,219
|
|
|
391,564
|
|
|
309,330
|
|
||||
Total operating expenses
|
400,140
|
|
|
339,146
|
|
|
794,154
|
|
|
643,980
|
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||||
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|
|
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||||||||
Gain on sale / exchange of assets
|
—
|
|
|
37,749
|
|
|
—
|
|
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37,749
|
|
||||
Operating income
|
33,034
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|
|
224,771
|
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347,793
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|
|
581,562
|
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||||
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|
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||||||||
Other income
|
2,689
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|
|
2,579
|
|
|
3,628
|
|
|
5,130
|
|
||||
Interest expense
|
36,833
|
|
|
31,873
|
|
|
74,049
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|
|
63,841
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|
||||
(Loss) income before income taxes
|
(1,110
|
)
|
|
195,477
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|
277,372
|
|
|
522,851
|
|
||||
Income tax (benefit) expense
|
(64,857
|
)
|
|
59,089
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|
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(7,543
|
)
|
|
175,424
|
|
||||
Income from continuing operations
|
63,747
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|
|
136,388
|
|
|
284,915
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|
347,427
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|
||||
Income from discontinued operations, net of tax
|
—
|
|
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1,876
|
|
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—
|
|
|
1,772
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|
||||
Net income
|
63,747
|
|
|
138,264
|
|
|
284,915
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|
|
349,199
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|
||||
Less: Net income attributable to noncontrolling interests
|
58,211
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27,343
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105,952
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|
46,085
|
|
||||
Net income attributable to EQT Corporation
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$
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5,536
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$
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110,921
|
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$
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178,963
|
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$
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303,114
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||||||||
Amounts attributable to EQT Corporation:
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Income from continuing operations
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$
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5,536
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$
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109,045
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$
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178,963
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$
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301,342
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Income from discontinued operations, net of tax
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—
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|
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1,876
|
|
|
—
|
|
|
1,772
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|
||||
Net income
|
$
|
5,536
|
|
|
$
|
110,921
|
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$
|
178,963
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$
|
303,114
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Earnings per share of common stock attributable to EQT Corporation:
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Basic:
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Weighted average common stock outstanding
|
152,454
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151,744
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152,220
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|
|
151,522
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|
||||
Income from continuing operations
|
$
|
0.04
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|
|
$
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0.72
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|
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$
|
1.18
|
|
|
$
|
1.99
|
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Income from discontinued operations, net of tax
|
—
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|
|
0.01
|
|
|
—
|
|
|
0.01
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|
||||
Net income
|
$
|
0.04
|
|
|
$
|
0.73
|
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$
|
1.18
|
|
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$
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2.00
|
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Diluted:
|
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Weighted average common stock outstanding
|
152,877
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152,570
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152,751
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|
152,537
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|
||||
Income from continuing operations
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$
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0.04
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|
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$
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0.72
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|
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$
|
1.17
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|
|
$
|
1.98
|
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Income from discontinued operations, net of tax
|
—
|
|
|
0.01
|
|
|
—
|
|
|
0.01
|
|
||||
Net income
|
$
|
0.04
|
|
|
$
|
0.73
|
|
|
$
|
1.17
|
|
|
$
|
1.99
|
|
Dividends declared per common share
|
$
|
0.03
|
|
|
$
|
0.03
|
|
|
$
|
0.06
|
|
|
$
|
0.06
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
|
(Thousands)
|
||||||||||||||
Net income
|
$
|
63,747
|
|
|
$
|
138,264
|
|
|
$
|
284,915
|
|
|
$
|
349,199
|
|
|
|
|
|
|
|
|
|
||||||||
Other comprehensive loss, net of tax:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net change in cash flow hedges:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Natural gas, net of tax benefit of $28,211, $12,984, $55,211 and $27,880
|
(42,581
|
)
|
|
(19,307
|
)
|
|
(83,332
|
)
|
|
(41,238
|
)
|
||||
Interest rate, net of tax expense of $25, $25, $50 and $50
|
36
|
|
|
36
|
|
|
72
|
|
|
72
|
|
||||
Pension and other post-retirement benefits liability adjustment, net of tax expense of $128, $113, $255 and $227
|
202
|
|
|
176
|
|
|
404
|
|
|
352
|
|
||||
Other comprehensive loss
|
(42,343
|
)
|
|
(19,095
|
)
|
|
(82,856
|
)
|
|
(40,814
|
)
|
||||
Comprehensive income
|
21,404
|
|
|
119,169
|
|
|
202,059
|
|
|
308,385
|
|
||||
Less: Comprehensive income attributable to noncontrolling interests
|
58,211
|
|
|
27,343
|
|
|
105,952
|
|
|
46,085
|
|
||||
Comprehensive (loss) income attributable to EQT Corporation
|
$
|
(36,807
|
)
|
|
$
|
91,826
|
|
|
$
|
96,107
|
|
|
$
|
262,300
|
|
|
Six Months Ended June 30,
|
||||||
|
2015
|
|
2014
|
||||
|
(Thousands)
|
||||||
Cash flows from operating activities:
|
|
||||||
Net income
|
$
|
284,915
|
|
|
$
|
349,199
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
||
Deferred income tax (benefit) expense
|
(195,925
|
)
|
|
54,577
|
|
||
Depreciation, depletion and amortization
|
391,564
|
|
|
309,330
|
|
||
Asset impairments
|
28,428
|
|
|
6,519
|
|
||
Gain on sale / exchange of assets
|
—
|
|
|
(37,749
|
)
|
||
Gain on dispositions
|
—
|
|
|
(3,598
|
)
|
||
(Recoveries of) provision for losses on accounts receivable
|
(1,648
|
)
|
|
919
|
|
||
Other income
|
(3,628
|
)
|
|
(5,130
|
)
|
||
Stock-based compensation expense
|
28,429
|
|
|
20,810
|
|
||
Loss recognized in operating revenues for hedging ineffectiveness
|
—
|
|
|
21,273
|
|
||
(Gain) loss on derivatives not designated as hedges
|
(47,851
|
)
|
|
17,879
|
|
||
Cash settlements received (paid) on derivatives not designated as hedges
|
38,775
|
|
|
(10,836
|
)
|
||
Changes in other assets and liabilities:
|
|
|
|
|
|
||
Dividend from Nora Gathering, LLC
|
—
|
|
|
9,463
|
|
||
Excess tax benefits on stock-based compensation
|
(21,604
|
)
|
|
(28,497
|
)
|
||
Accounts receivable
|
157,343
|
|
|
(443
|
)
|
||
Accounts payable
|
(63,390
|
)
|
|
21,725
|
|
||
Other items, net
|
60,619
|
|
|
39,979
|
|
||
Net cash provided by operating activities
|
656,027
|
|
|
765,420
|
|
||
|
|
|
|
||||
Cash flows from investing activities:
|
|
|
|
|
|
||
Capital expenditures from continuing operations
|
(1,321,002
|
)
|
|
(994,520
|
)
|
||
Capital expenditures associated with Range asset exchange
|
—
|
|
|
(157,256
|
)
|
||
Capital contribution to Mountain Valley Pipeline, LLC
|
(45,885
|
)
|
|
—
|
|
||
Restricted cash, net
|
—
|
|
|
(342,744
|
)
|
||
Proceeds from sale of assets
|
—
|
|
|
7,444
|
|
||
Net cash used in investing activities
|
(1,366,887
|
)
|
|
(1,487,076
|
)
|
||
|
|
|
|
||||
Cash flows from financing activities:
|
|
|
|
|
|
||
Proceeds from the issuance of common units of EQT Midstream Partners, LP, net of issuance costs
|
696,582
|
|
|
902,451
|
|
||
Proceeds from the sale of common units of EQT GP Holdings, LP, net of sale costs
|
674,374
|
|
|
—
|
|
||
Increase in short-term loans
|
434,000
|
|
|
450,000
|
|
||
Decrease in short-term loans
|
(122,000
|
)
|
|
(120,000
|
)
|
||
Dividends paid
|
(9,141
|
)
|
|
(9,101
|
)
|
||
Distributions to noncontrolling interests
|
(52,672
|
)
|
|
(25,674
|
)
|
||
Repayments and retirements of long-term debt
|
(9,003
|
)
|
|
(3,169
|
)
|
||
Proceeds and excess tax benefits from exercises under employee compensation plans
|
27,679
|
|
|
42,042
|
|
||
Cash paid for taxes related to net settlement of share-based incentive awards
|
(44,856
|
)
|
|
(48,826
|
)
|
||
Debt issuance costs and revolving credit facility origination fees
|
—
|
|
|
(5,075
|
)
|
||
Repurchase and retirement of common stock
|
(3,375
|
)
|
|
(32,368
|
)
|
||
Net cash provided by financing activities
|
1,591,588
|
|
|
1,150,280
|
|
||
Net change in cash and cash equivalents
|
880,728
|
|
|
428,624
|
|
||
Cash and cash equivalents at beginning of period
|
1,077,429
|
|
|
845,641
|
|
||
Cash and cash equivalents at end of period
|
$
|
1,958,157
|
|
|
$
|
1,274,265
|
|
|
|
|
|
||||
Cash paid during the period for:
|
|
|
|
|
|
||
Interest, net of amount capitalized
|
$
|
74,101
|
|
|
$
|
62,519
|
|
Income taxes, net
|
$
|
76,420
|
|
|
$
|
89,050
|
|
|
June 30, 2015
|
|
December 31, 2014
|
||||
|
(Thousands)
|
||||||
Assets
|
|
|
|
|
|
||
|
|
|
|
||||
Current assets:
|
|
|
|
|
|
||
Cash and cash equivalents
|
$
|
1,958,157
|
|
|
$
|
1,077,429
|
|
Accounts receivable (less accumulated provision for doubtful accounts:
$3,658 at June 30, 2015 and $5,311 at December 31, 2014) |
150,390
|
|
|
306,085
|
|
||
Derivative instruments, at fair value
|
349,152
|
|
|
458,460
|
|
||
Prepaid expenses and other
|
32,608
|
|
|
62,349
|
|
||
Total current assets
|
2,490,307
|
|
|
1,904,323
|
|
||
|
|
|
|
||||
Equity in nonconsolidated investments
|
46,478
|
|
|
—
|
|
||
|
|
|
|
||||
Property, plant and equipment
|
14,808,650
|
|
|
13,608,151
|
|
||
Less: accumulated depreciation and depletion
|
3,906,192
|
|
|
3,531,337
|
|
||
Net property, plant and equipment
|
10,902,458
|
|
|
10,076,814
|
|
||
|
|
|
|
||||
Other assets
|
133,087
|
|
|
83,763
|
|
||
Total assets
|
$
|
13,572,330
|
|
|
$
|
12,064,900
|
|
|
June 30, 2015
|
|
December 31, 2014
|
||||
|
(Thousands)
|
||||||
Liabilities and Stockholders’ Equity
|
|
|
|
|
|
||
|
|
|
|
||||
Current liabilities:
|
|
|
|
|
|
||
Current portion of long-term debt
|
$
|
160,000
|
|
|
$
|
166,011
|
|
Short-term loans
|
312,000
|
|
|
—
|
|
||
Accounts payable
|
287,323
|
|
|
444,077
|
|
||
Derivative instruments, at fair value
|
43,696
|
|
|
22,942
|
|
||
Other current liabilities
|
228,304
|
|
|
200,449
|
|
||
Total current liabilities
|
1,031,323
|
|
|
833,479
|
|
||
|
|
|
|
||||
Long-term debt
|
2,818,200
|
|
|
2,822,889
|
|
||
Deferred income taxes
|
1,801,490
|
|
|
1,750,870
|
|
||
Other liabilities and credits
|
276,076
|
|
|
284,599
|
|
||
Total liabilities
|
5,927,089
|
|
|
5,691,837
|
|
||
|
|
|
|
||||
Equity:
|
|
|
|
|
|
||
Stockholders’ equity:
|
|
|
|
|
|
||
Common stock, no par value, authorized 320,000 shares, shares issued:
175,347 at June 30, 2015 and 175,384 at December 31, 2014 |
2,351,616
|
|
|
1,895,632
|
|
||
Treasury stock, shares at cost: 22,943 at June 30, 2015
and 23,788 at December 31, 2014 |
(414,174
|
)
|
|
(429,440
|
)
|
||
Retained earnings
|
3,085,173
|
|
|
2,917,129
|
|
||
Accumulated other comprehensive income
|
116,638
|
|
|
199,494
|
|
||
Total common stockholders’ equity
|
5,139,253
|
|
|
4,582,815
|
|
||
Noncontrolling interests in consolidated subsidiaries
|
2,505,988
|
|
|
1,790,248
|
|
||
Total equity
|
7,645,241
|
|
|
6,373,063
|
|
||
Total liabilities and equity
|
$
|
13,572,330
|
|
|
$
|
12,064,900
|
|
|
Common Stock
|
|
|
|
Accumulated Other
Comprehensive Income (Loss) |
|
Noncontrolling
Interests in Consolidated Subsidiaries |
|
|
|||||||||||||
|
Shares
Outstanding |
|
No
Par Value |
|
Retained
Earnings |
|
|
|
Total
Equity |
|||||||||||||
|
(Thousands)
|
|||||||||||||||||||||
Balance, January 1, 2014
|
150,884
|
|
|
$
|
1,422,105
|
|
|
$
|
2,567,980
|
|
|
$
|
44,703
|
|
|
$
|
829,340
|
|
|
$
|
4,864,128
|
|
Comprehensive income (net of tax):
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Net income
|
|
|
|
|
|
|
303,114
|
|
|
|
|
|
46,085
|
|
|
349,199
|
|
|||||
Net change in cash flow hedges:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Natural gas, net of tax benefit of $27,880
|
|
|
|
|
|
|
(41,238
|
)
|
|
|
|
(41,238
|
)
|
|||||||||
Interest rate, net of tax of $50
|
|
|
|
|
|
|
72
|
|
|
|
|
72
|
|
|||||||||
Pension and other post-retirement benefits liability adjustment,
net of tax of $227 |
|
|
|
|
|
|
352
|
|
|
|
|
352
|
|
|||||||||
Dividends ($0.06 per share)
|
|
|
|
|
|
|
(9,101
|
)
|
|
|
|
|
|
|
|
(9,101
|
)
|
|||||
Stock-based compensation plans, net
|
918
|
|
|
20,973
|
|
|
|
|
|
|
|
|
1,139
|
|
|
22,112
|
|
|||||
Distributions to noncontrolling interests ($0.95 per common unit)
|
|
|
|
|
|
|
|
|
|
|
|
|
(25,674
|
)
|
|
(25,674
|
)
|
|||||
Issuance of common units of EQT Midstream Partners, LP
|
|
|
|
|
|
|
|
|
|
|
|
|
902,451
|
|
|
902,451
|
|
|||||
Repurchase and retirement of common stock
|
(300
|
)
|
|
(12,759
|
)
|
|
(19,609
|
)
|
|
|
|
|
|
(32,368
|
)
|
|||||||
Balance, June 30, 2014
|
151,502
|
|
|
$
|
1,430,319
|
|
|
$
|
2,842,384
|
|
|
$
|
3,889
|
|
|
$
|
1,753,341
|
|
|
$
|
6,029,933
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Balance, January 1, 2015
|
151,596
|
|
|
$
|
1,466,192
|
|
|
$
|
2,917,129
|
|
|
$
|
199,494
|
|
|
$
|
1,790,248
|
|
|
$
|
6,373,063
|
|
Comprehensive income (net of tax):
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Net income
|
|
|
|
|
|
|
178,963
|
|
|
|
|
|
105,952
|
|
|
284,915
|
|
|||||
Net change in cash flow hedges:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Natural gas, net of tax benefit of $55,211
|
|
|
|
|
|
|
(83,332
|
)
|
|
|
|
(83,332
|
)
|
|||||||||
Interest rate, net of tax of $50
|
|
|
|
|
|
|
72
|
|
|
|
|
72
|
|
|||||||||
Pension and other post-retirement benefits liability adjustment,
net of tax of $255 |
|
|
|
|
|
|
404
|
|
|
|
|
404
|
|
|||||||||
Dividends ($0.06 per share)
|
|
|
|
|
|
|
(9,141
|
)
|
|
|
|
|
|
|
|
(9,141
|
)
|
|||||
Stock-based compensation plans, net
|
846
|
|
|
28,006
|
|
|
|
|
|
|
|
|
549
|
|
|
28,555
|
|
|||||
Distributions to noncontrolling interests ($1.19 per common unit)
|
|
|
|
|
|
|
|
|
|
|
|
|
(52,672
|
)
|
|
(52,672
|
)
|
|||||
Issuance of common units of EQT Midstream Partners, LP
|
|
|
|
|
|
|
|
|
|
|
|
|
696,582
|
|
|
696,582
|
|
|||||
Sale of common units of EQT GP Holdings, LP
|
|
|
|
|
|
|
|
|
674,374
|
|
|
674,374
|
|
|||||||||
Changes in ownership of EQT Midstream Partners, LP
|
|
|
122,833
|
|
|
|
|
|
|
(195,787
|
)
|
|
(72,954
|
)
|
||||||||
Changes in ownership of EQT GP Holdings, LP
|
|
|
322,008
|
|
|
|
|
|
|
(513,258
|
)
|
|
(191,250
|
)
|
||||||||
Repurchase and retirement of common stock
|
(38
|
)
|
|
(1,597
|
)
|
|
(1,778
|
)
|
|
|
|
|
|
(3,375
|
)
|
|||||||
Balance, June 30, 2015
|
152,404
|
|
|
$
|
1,937,442
|
|
|
$
|
3,085,173
|
|
|
$
|
116,638
|
|
|
$
|
2,505,988
|
|
|
$
|
7,645,241
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
|
(Thousands)
|
||||||||||||||
Revenues from external customers:
|
|
|
|
|
|
|
|
|
|
|
|
||||
EQT Production
|
$
|
243,587
|
|
|
$
|
373,532
|
|
|
$
|
745,781
|
|
|
$
|
885,906
|
|
EQT Midstream
|
192,430
|
|
|
162,345
|
|
|
400,656
|
|
|
328,571
|
|
||||
Less intersegment revenues, net (a)
|
(2,843
|
)
|
|
(9,709
|
)
|
|
(4,490
|
)
|
|
(26,684
|
)
|
||||
Total
|
$
|
433,174
|
|
|
$
|
526,168
|
|
|
$
|
1,141,947
|
|
|
$
|
1,187,793
|
|
|
|
|
|
|
|
|
|
||||||||
Operating (loss) income:
|
|
|
|
|
|
|
|
|
|
|
|
||||
EQT Production (b)
|
$
|
(66,886
|
)
|
|
$
|
144,689
|
|
|
$
|
118,957
|
|
|
$
|
421,894
|
|
EQT Midstream (b)
|
108,192
|
|
|
88,527
|
|
|
237,931
|
|
|
171,596
|
|
||||
Unallocated expenses (c)
|
(8,272
|
)
|
|
(8,445
|
)
|
|
(9,095
|
)
|
|
(11,928
|
)
|
||||
Total operating income
|
$
|
33,034
|
|
|
$
|
224,771
|
|
|
$
|
347,793
|
|
|
$
|
581,562
|
|
Total operating income
|
$
|
33,034
|
|
|
$
|
224,771
|
|
|
$
|
347,793
|
|
|
$
|
581,562
|
|
Other income
|
2,689
|
|
|
2,579
|
|
|
3,628
|
|
|
5,130
|
|
||||
Interest expense
|
36,833
|
|
|
31,873
|
|
|
74,049
|
|
|
63,841
|
|
||||
Income taxes
|
(64,857
|
)
|
|
59,089
|
|
|
(7,543
|
)
|
|
175,424
|
|
||||
Income from continuing operations
|
$
|
63,747
|
|
|
$
|
136,388
|
|
|
$
|
284,915
|
|
|
$
|
347,427
|
|
|
As of June 30, 2015
|
|
As of December 31, 2014
|
||||
|
(Thousands)
|
||||||
Segment assets:
|
|
|
|
|
|
||
EQT Production
|
$
|
8,538,111
|
|
|
$
|
8,153,199
|
|
EQT Midstream
|
2,989,041
|
|
|
2,709,052
|
|
||
Total operating segments
|
11,527,152
|
|
|
10,862,251
|
|
||
Headquarters assets, including cash and short-term investments
|
2,045,178
|
|
|
1,202,649
|
|
||
Total assets
|
$
|
13,572,330
|
|
|
$
|
12,064,900
|
|
(a)
|
Eliminates intercompany natural gas sales from EQT Production to EQT Midstream.
|
(b)
|
Gains on sales / exchanges of assets of
$31.0 million
and
$6.8 million
are included in EQT Production and EQT Midstream operating income, respectively, for the three and six months ended June 30, 2014.
|
(c)
|
Unallocated expenses consist primarily of incentive compensation expense and administrative costs.
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
|
(Thousands)
|
||||||||||||||
Depreciation, depletion and amortization:
|
|
|
|
|
|
|
|
|
|
|
|
||||
EQT Production
|
$
|
173,331
|
|
|
$
|
136,251
|
|
|
$
|
344,794
|
|
|
$
|
267,490
|
|
EQT Midstream
|
23,393
|
|
|
21,130
|
|
|
46,588
|
|
|
42,139
|
|
||||
Other
|
95
|
|
|
(162
|
)
|
|
182
|
|
|
(299
|
)
|
||||
Total
|
$
|
196,819
|
|
|
$
|
157,219
|
|
|
$
|
391,564
|
|
|
$
|
309,330
|
|
|
|
|
|
|
|
|
|
||||||||
Expenditures for segment assets:
|
|
|
|
|
|
|
|
|
|
|
|
||||
EQT Production (d)
|
$
|
520,315
|
|
|
$
|
932,463
|
|
|
$
|
1,002,289
|
|
|
$
|
1,343,547
|
|
EQT Midstream
|
164,542
|
|
|
112,305
|
|
|
237,117
|
|
|
197,224
|
|
||||
Other
|
716
|
|
|
802
|
|
|
1,609
|
|
|
1,362
|
|
||||
Total
|
$
|
685,573
|
|
|
$
|
1,045,570
|
|
|
$
|
1,241,015
|
|
|
$
|
1,542,133
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Commodity derivatives designated as cash flow hedges
|
(Thousands)
|
||||||||||||||
Amount of loss recognized in OCI (effective portion), net of tax
|
$
|
—
|
|
|
$
|
(13,455
|
)
|
|
$
|
—
|
|
|
$
|
(52,649
|
)
|
Amount of gain reclassified from accumulated OCI, net of tax, into gain on sale / exchange of assets due to forecasted transactions probable to not occur
|
—
|
|
|
16,735
|
|
|
—
|
|
|
16,735
|
|
||||
Amount of gain (loss) reclassified from accumulated OCI, net of tax, into operating revenues (effective portion)
|
42,581
|
|
|
(10,883
|
)
|
|
83,332
|
|
|
(28,146
|
)
|
||||
Amount of gain (loss) recognized in operating revenues (ineffective portion) (a)
|
—
|
|
|
987
|
|
|
—
|
|
|
(21,273
|
)
|
||||
|
|
|
|
|
|
|
|
||||||||
Interest rate derivatives designated as cash flow hedges
|
|
|
|
|
|
|
|
|
|
|
|
||||
Amount of loss reclassified from accumulated OCI, net of tax, into interest expense (effective portion)
|
$
|
(36
|
)
|
|
$
|
(36
|
)
|
|
$
|
(72
|
)
|
|
$
|
(72
|
)
|
|
|
|
|
|
|
|
|
||||||||
Derivatives not designated as hedging instruments
|
|
|
|
|
|
|
|
|
|
|
|
||||
Amount of gain (loss) recognized in gain (loss) on derivatives not designated as hedges
|
$
|
4,259
|
|
|
$
|
(8,525
|
)
|
|
$
|
47,851
|
|
|
$
|
(17,879
|
)
|
As of June 30, 2015
|
|
Derivative
instruments,
recorded in the
Condensed
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
|
|
$
|
349,152
|
|
|
$
|
(27,724
|
)
|
|
$
|
—
|
|
|
$
|
321,428
|
|
|
|
|
|
|
|
|
|
|
||||||||
Liability derivatives:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Derivative instruments, at fair value
|
|
$
|
43,696
|
|
|
$
|
(27,724
|
)
|
|
$
|
—
|
|
|
$
|
15,972
|
|
As of December 31, 2014
|
|
Derivative
instruments,
recorded in the
Condensed
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
|
)
|
|
$
|
—
|
|
|
|
|
|
Fair value measurements at reporting date using
|
||||||||||||
Description
|
|
As of June 30, 2015
|
|
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
|
|
$
|
349,152
|
|
|
$
|
—
|
|
|
$
|
349,152
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
||||||||
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Derivative instruments, at fair value
|
|
$
|
43,696
|
|
|
$
|
—
|
|
|
$
|
43,696
|
|
|
$
|
—
|
|
|
|
|
|
Fair value measurements at reporting date using
|
||||||||||||
Description
|
|
As of 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
|
|
|
$
|
—
|
|
|
Three Months Ended June 30, 2015
|
||||||||||||||
|
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, net of tax
|
||||||||
|
(Thousands)
|
||||||||||||||
Accumulated OCI (loss), net
of tax, as of April 1, 2015
|
$
|
176,370
|
|
|
$
|
(951
|
)
|
|
$
|
(16,438
|
)
|
|
$
|
158,981
|
|
(Gains) losses reclassified from accumulated OCI, net of tax
|
(42,581
|
)
|
(a)
|
36
|
|
(a)
|
202
|
|
(b)
|
(42,343
|
)
|
||||
Accumulated OCI (loss),
net of tax, as of June 30, 2015
|
$
|
133,789
|
|
|
$
|
(915
|
)
|
|
$
|
(16,236
|
)
|
|
$
|
116,638
|
|
|
Three Months Ended June 30, 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, net of tax |
||||||||
|
(Thousands)
|
||||||||||||||
Accumulated OCI (loss), net of tax, as of April 1, 2014
|
$
|
39,768
|
|
|
$
|
(1,096
|
)
|
|
$
|
(15,688
|
)
|
|
$
|
22,984
|
|
Losses recognized in accumulated OCI, net of tax
|
(13,455
|
)
|
(a)
|
—
|
|
|
—
|
|
|
(13,455
|
)
|
||||
Gain reclassified from accumulated OCI, net of tax, into gain on sale / exchange of assets
|
(16,735
|
)
|
(a)
|
—
|
|
|
—
|
|
|
(16,735
|
)
|
||||
Losses reclassified from accumulated OCI, net of tax
|
10,883
|
|
(a)
|
36
|
|
(a)
|
176
|
|
(b)
|
11,095
|
|
||||
Change in accumulated OCI (loss), net of tax
|
(19,307
|
)
|
|
36
|
|
|
176
|
|
|
(19,095
|
)
|
||||
Accumulated OCI (loss), net of tax, as of June 30, 2014
|
$
|
20,461
|
|
|
$
|
(1,060
|
)
|
|
$
|
(15,512
|
)
|
|
$
|
3,889
|
|
|
Six Months Ended June 30, 2015
|
||||||||||||||
|
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, 2015
|
$
|
217,121
|
|
|
$
|
(987
|
)
|
|
$
|
(16,640
|
)
|
|
$
|
199,494
|
|
(Gains) losses reclassified from accumulated OCI, net of tax
|
(83,332
|
)
|
(a)
|
72
|
|
(a)
|
404
|
|
(b)
|
(82,856
|
)
|
||||
Accumulated OCI (loss),
net of tax, as of June
30, 2015
|
$
|
133,789
|
|
|
$
|
(915
|
)
|
|
$
|
(16,236
|
)
|
|
$
|
116,638
|
|
|
|
|
|
|
|
|
|
||||||||
|
Six Months Ended June 30, 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
|
|
Losses recognized in accumulated OCI, net of tax
|
(52,649
|
)
|
(a)
|
—
|
|
|
—
|
|
|
(52,649
|
)
|
||||
Gain reclassified from accumulated OCI, net of tax, into gain on sale / exchange of assets
|
(16,735
|
)
|
(a)
|
—
|
|
|
—
|
|
|
(16,735
|
)
|
||||
Losses reclassified from accumulated OCI, net of tax
|
28,146
|
|
(a)
|
72
|
|
(a)
|
352
|
|
(b)
|
28,570
|
|
||||
Change in accumulated OCI (loss), net of tax
|
(41,238
|
)
|
|
72
|
|
|
352
|
|
|
(40,814
|
)
|
||||
Accumulated OCI (loss),
net of tax, as of June 30, 2014
|
$
|
20,461
|
|
|
$
|
(1,060
|
)
|
|
$
|
(15,512
|
)
|
|
$
|
3,889
|
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||||||||
in thousands (unless noted)
|
|
2015
|
|
2014
|
|
%
|
|
2015
|
|
2014
|
|
%
|
||||||||||
LIQUIDS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
NGLs:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Sales volume (MMcfe) (a)
|
|
12,444
|
|
|
7,954
|
|
|
56.4
|
|
|
25,725
|
|
|
15,721
|
|
|
63.6
|
|
||||
Sales volume (Mbbls)
|
|
2,074
|
|
|
1,326
|
|
|
56.4
|
|
|
4,288
|
|
|
2,620
|
|
|
63.7
|
|
||||
Gross price ($/Bbl)
|
|
$
|
15.58
|
|
|
$
|
43.78
|
|
|
(64.4
|
)
|
|
$
|
18.97
|
|
|
$
|
49.67
|
|
|
(61.8
|
)
|
Gross NGL sales
|
|
$
|
32,304
|
|
|
$
|
58,034
|
|
|
(44.3
|
)
|
|
$
|
81,318
|
|
|
$
|
130,148
|
|
|
(37.5
|
)
|
Third-party processing
|
|
(18,733
|
)
|
|
(15,755
|
)
|
|
18.9
|
|
|
(37,114
|
)
|
|
(27,573
|
)
|
|
34.6
|
|
||||
Net NGL sales
|
|
$
|
13,571
|
|
|
$
|
42,279
|
|
|
(67.9
|
)
|
|
$
|
44,204
|
|
|
$
|
102,575
|
|
|
(56.9
|
)
|
Oil:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Sales volume (MMcfe) (a)
|
|
1,138
|
|
|
395
|
|
|
188.1
|
|
|
2,148
|
|
|
699
|
|
|
207.3
|
|
||||
Sales volume (Mbbls)
|
|
190
|
|
|
66
|
|
|
187.9
|
|
|
358
|
|
|
116
|
|
|
208.6
|
|
||||
Net price ($/Bbl)
|
|
$
|
45.91
|
|
|
$
|
89.75
|
|
|
(48.8
|
)
|
|
$
|
41.99
|
|
|
$
|
86.85
|
|
|
(51.7
|
)
|
Net oil sales
|
|
$
|
8,706
|
|
|
$
|
5,903
|
|
|
47.5
|
|
|
$
|
15,034
|
|
|
$
|
10,117
|
|
|
48.6
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net liquids sales
|
|
$
|
22,277
|
|
|
$
|
48,182
|
|
|
(53.8
|
)
|
|
$
|
59,238
|
|
|
$
|
112,692
|
|
|
(47.4
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
NATURAL GAS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Sales volume (MMcf)
|
|
133,469
|
|
|
101,788
|
|
|
31.1
|
|
|
264,376
|
|
|
199,839
|
|
|
32.3
|
|
||||
NYMEX price ($/MMBtu) (b)
|
|
$
|
2.64
|
|
|
$
|
4.67
|
|
|
(43.5
|
)
|
|
$
|
2.81
|
|
|
$
|
4.79
|
|
|
(41.3
|
)
|
Btu uplift
|
|
$
|
0.23
|
|
|
$
|
0.37
|
|
|
(37.8
|
)
|
|
$
|
0.25
|
|
|
$
|
0.36
|
|
|
(30.6
|
)
|
Gross natural gas price ($/Mcf)
|
|
$
|
2.87
|
|
|
$
|
5.04
|
|
|
(43.1
|
)
|
|
$
|
3.06
|
|
|
$
|
5.15
|
|
|
(40.6
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basis ($/Mcf)
|
|
$
|
(1.22
|
)
|
|
$
|
(0.84
|
)
|
|
45.2
|
|
|
$
|
(1.11
|
)
|
|
$
|
(0.55
|
)
|
|
101.8
|
|
Recoveries ($/Mcf) (c)
|
|
0.50
|
|
|
0.33
|
|
|
51.5
|
|
|
1.00
|
|
|
0.79
|
|
|
26.6
|
|
||||
Cash settled basis swaps (not designated as hedges) ($/Mcf)
|
|
(0.02
|
)
|
|
—
|
|
|
(100.0
|
)
|
|
(0.04
|
)
|
|
(0.05
|
)
|
|
20.0
|
|
||||
Average differential ($/Mcf)
|
|
$
|
(0.74
|
)
|
|
$
|
(0.51
|
)
|
|
45.1
|
|
|
$
|
(0.15
|
)
|
|
$
|
0.19
|
|
|
(178.9
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Average adjusted price - unhedged ($/Mcf)
|
|
$
|
2.13
|
|
|
$
|
4.53
|
|
|
(53.0
|
)
|
|
$
|
2.91
|
|
|
$
|
5.34
|
|
|
(45.5
|
)
|
Cash settled derivatives (cash flow hedges) ($/Mcf)
|
|
0.53
|
|
|
(0.18
|
)
|
|
394.4
|
|
|
0.53
|
|
|
(0.24
|
)
|
|
320.8
|
|
||||
Cash settled derivatives (not designated as hedges) ($/Mcf)
|
|
0.25
|
|
|
0.01
|
|
|
2,400.0
|
|
|
0.17
|
|
|
—
|
|
|
100.0
|
|
||||
Average adjusted price, including cash settled derivatives ($/Mcf)
|
|
$
|
2.91
|
|
|
$
|
4.36
|
|
|
(33.3
|
)
|
|
$
|
3.61
|
|
|
$
|
5.10
|
|
|
(29.2
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net natural gas sales, including cash settled derivatives
|
|
$
|
388,683
|
|
|
$
|
444,159
|
|
|
(12.5
|
)
|
|
$
|
954,263
|
|
|
$
|
1,021,862
|
|
|
(6.6
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
TOTAL PRODUCTION
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Total net natural gas & liquids sales, including cash settled derivatives
|
|
$
|
410,960
|
|
|
$
|
492,341
|
|
|
(16.5
|
)
|
|
$
|
1,013,501
|
|
|
$
|
1,134,554
|
|
|
(10.7
|
)
|
Total sales volume (MMcfe)
|
|
147,051
|
|
|
110,136
|
|
|
33.5
|
|
|
292,249
|
|
|
216,259
|
|
|
35.1
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net natural gas & liquids price, including cash settled derivatives ($/Mcfe)
|
|
$
|
2.80
|
|
|
$
|
4.47
|
|
|
(37.4
|
)
|
|
$
|
3.47
|
|
|
$
|
5.25
|
|
|
(33.9
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Midstream Deductions ($/Mcfe)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Gathering to EQT Midstream
|
|
$
|
(0.75
|
)
|
|
$
|
(0.74
|
)
|
|
1.4
|
|
|
$
|
(0.75
|
)
|
|
$
|
(0.74
|
)
|
|
1.4
|
|
Transmission to EQT Midstream
|
|
(0.20
|
)
|
|
(0.19
|
)
|
|
5.3
|
|
|
(0.19
|
)
|
|
(0.20
|
)
|
|
(5.0
|
)
|
||||
Third-party gathering and transmission costs
|
|
(0.44
|
)
|
|
(0.54
|
)
|
|
(18.5
|
)
|
|
(0.45
|
)
|
|
(0.54
|
)
|
|
(16.7
|
)
|
||||
Total midstream deductions
|
|
$
|
(1.39
|
)
|
|
$
|
(1.47
|
)
|
|
(5.4
|
)
|
|
$
|
(1.39
|
)
|
|
$
|
(1.48
|
)
|
|
(6.1
|
)
|
Average realized price to EQT Production ($/Mcfe)
|
|
$
|
1.41
|
|
|
$
|
3.00
|
|
|
(53.0
|
)
|
|
$
|
2.08
|
|
|
$
|
3.77
|
|
|
(44.8
|
)
|
Gathering and transmission to EQT Midstream ($/Mcfe)
|
|
$
|
0.95
|
|
|
$
|
0.93
|
|
|
2.2
|
|
|
$
|
0.94
|
|
|
$
|
0.94
|
|
|
—
|
|
Average realized price to EQT Corporation ($/Mcfe)
|
|
$
|
2.36
|
|
|
$
|
3.93
|
|
|
(39.9
|
)
|
|
$
|
3.02
|
|
|
$
|
4.71
|
|
|
(35.9
|
)
|
(a)
|
NGLs and crude oil were converted to Mcfe at the rate of six Mcfe per barrel for all periods.
|
(b)
|
The Company’s volume weighted NYMEX natural gas price (actual average NYMEX natural gas price ($/MMBtu) was $2.64 and $4.67 for the three months ended June 30, 2015 and 2014, respectively, and $2.81 and $4.80 for the six months ended June 30, 2015 and 2014, respectively).
|
(c)
|
Recoveries represent differences in natural gas prices between the Appalachian Basin and the sales points of other markets reached by utilizing transportation capacity, differences in natural gas prices between Appalachian Basin and fixed price sales contracts, term sales with fixed differentials to NYMEX and other marketing activity, including the sale of unused pipeline capacity. Recoveries include approximately $0.19 and $0.20 per Mcf for the three months ended
June 30, 2015
and
2014
, respectively, and $0.21 and $0.18 per Mcf for the six months ended
June 30, 2015
and
2014
, respectively, for the sale of unused pipeline capacity.
|
Calculation of EQT Production adjusted net operating revenues
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
$ in thousands (unless noted)
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
EQT Production total operating revenues, as reported on segment page
|
$
|
243,587
|
|
|
$
|
373,532
|
|
|
$
|
745,781
|
|
|
$
|
885,906
|
|
(Deduct) add back:
|
|
|
|
|
|
|
|
||||||||
(Gain) loss for hedging ineffectiveness
|
—
|
|
|
(987
|
)
|
|
—
|
|
|
21,273
|
|
||||
(Gain) loss on derivatives not designated as hedges
|
(5,177
|
)
|
|
8,728
|
|
|
(49,423
|
)
|
|
13,868
|
|
||||
Net cash settlements received (paid) on derivatives not designated as hedges
|
32,064
|
|
|
782
|
|
|
36,544
|
|
|
(8,935
|
)
|
||||
Premiums paid for derivatives that settled during the period
|
(1,018
|
)
|
|
—
|
|
|
(2,025
|
)
|
|
—
|
|
||||
EQT Production transportation and processing, as reported on segment page
|
(62,629
|
)
|
|
(51,432
|
)
|
|
(122,269
|
)
|
|
(96,061
|
)
|
||||
EQT Production adjusted net operating revenues, a non-GAAP measure
|
$
|
206,827
|
|
|
$
|
330,623
|
|
|
$
|
608,608
|
|
|
$
|
816,051
|
|
|
|
|
|
|
|
|
|
||||||||
Total sales volumes (MMcfe)
|
147,051
|
|
|
110,136
|
|
|
292,249
|
|
|
216,259
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Average realized price to EQT Production ($/Mcfe)
|
$
|
1.41
|
|
|
$
|
3.00
|
|
|
$
|
2.08
|
|
|
$
|
3.77
|
|
Add:
|
|
|
|
|
|
|
|
||||||||
Gathering and Transmission to EQT Midstream ($/Mcfe)
|
$
|
0.95
|
|
|
$
|
0.93
|
|
|
$
|
0.94
|
|
|
$
|
0.94
|
|
Average realized price to EQT Corporation ($/Mcfe)
|
$
|
2.36
|
|
|
$
|
3.93
|
|
|
$
|
3.02
|
|
|
$
|
4.71
|
|
|
|
|
|
|
|
|
|
||||||||
EQT Production total operating revenues, as reported on segment page
|
$
|
243,587
|
|
|
$
|
373,532
|
|
|
$
|
745,781
|
|
|
$
|
885,906
|
|
EQT Midstream total operating revenues, as reported on segment page
|
192,430
|
|
|
162,345
|
|
|
400,656
|
|
|
328,571
|
|
||||
Less: intersegment revenues, net
|
(2,843
|
)
|
|
(9,709
|
)
|
|
(4,490
|
)
|
|
(26,684
|
)
|
||||
EQT Corporation total operating revenues, as reported in accordance with GAAP
|
$
|
433,174
|
|
|
$
|
526,168
|
|
|
$
|
1,141,947
|
|
|
$
|
1,187,793
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||||||||
|
2015
|
|
2014
|
|
%
|
|
2015
|
|
2014
|
|
%
|
||||||||||
OPERATIONAL DATA
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Sales volume detail (MMcfe):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Horizontal Marcellus Play (a)
|
122,406
|
|
|
85,848
|
|
|
42.6
|
|
|
243,877
|
|
|
168,974
|
|
|
44.3
|
|
||||
Horizontal Huron Play
|
9,401
|
|
|
7,859
|
|
|
19.6
|
|
|
18,534
|
|
|
14,978
|
|
|
23.7
|
|
||||
Other
|
15,244
|
|
|
16,429
|
|
|
(7.2
|
)
|
|
29,838
|
|
|
32,307
|
|
|
(7.6
|
)
|
||||
Total production sales volumes (b)
|
147,051
|
|
|
110,136
|
|
|
33.5
|
|
|
292,249
|
|
|
216,259
|
|
|
35.1
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Average daily sales volumes (MMcfe/d)
|
1,616
|
|
|
1,210
|
|
|
33.6
|
|
|
1,615
|
|
|
1,195
|
|
|
35.1
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Average realized price to EQT Production ($/Mcfe)
|
$
|
1.41
|
|
|
$
|
3.00
|
|
|
(53.0
|
)
|
|
$
|
2.08
|
|
|
$
|
3.77
|
|
|
(44.8
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Lease operating expenses (LOE), excluding production taxes ($/Mcfe)
|
$
|
0.12
|
|
|
$
|
0.14
|
|
|
(14.3
|
)
|
|
$
|
0.12
|
|
|
$
|
0.14
|
|
|
(14.3
|
)
|
Production taxes ($/Mcfe)
|
$
|
0.09
|
|
|
$
|
0.15
|
|
|
(40.0
|
)
|
|
$
|
0.10
|
|
|
$
|
0.15
|
|
|
(33.3
|
)
|
Production depletion ($/Mcfe)
|
$
|
1.16
|
|
|
$
|
1.21
|
|
|
(4.1
|
)
|
|
$
|
1.16
|
|
|
$
|
1.21
|
|
|
(4.1
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Depreciation, depletion and amortization (DD&A) (thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Production depletion
|
$
|
170,856
|
|
|
$
|
133,661
|
|
|
27.8
|
|
|
$
|
339,884
|
|
|
$
|
262,218
|
|
|
29.6
|
|
Other DD&A
|
2,475
|
|
|
2,590
|
|
|
(4.4
|
)
|
|
4,910
|
|
|
5,272
|
|
|
(6.9
|
)
|
||||
Total DD&A (thousands)
|
$
|
173,331
|
|
|
$
|
136,251
|
|
|
27.2
|
|
|
$
|
344,794
|
|
|
$
|
267,490
|
|
|
28.9
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Capital expenditures (thousands) (c)
|
$
|
520,315
|
|
|
$
|
932,463
|
|
|
(44.2
|
)
|
|
$
|
1,002,289
|
|
|
$
|
1,343,547
|
|
|
(25.4
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
FINANCIAL DATA (thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Production sales
|
$
|
238,410
|
|
|
$
|
381,273
|
|
|
(37.5
|
)
|
|
$
|
696,358
|
|
|
$
|
921,047
|
|
|
(24.4
|
)
|
Gain (loss) for hedging ineffectiveness
|
—
|
|
|
987
|
|
|
(100.0
|
)
|
|
—
|
|
|
(21,273
|
)
|
|
100.0
|
|
||||
Gain (loss) on derivatives not designated as hedges
|
5,177
|
|
|
(8,728
|
)
|
|
159.3
|
|
|
49,423
|
|
|
(13,868
|
)
|
|
456.4
|
|
||||
Total operating revenues
|
243,587
|
|
|
373,532
|
|
|
(34.8
|
)
|
|
745,781
|
|
|
885,906
|
|
|
(15.8
|
)
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Transportation and processing
|
62,629
|
|
|
51,432
|
|
|
21.8
|
|
|
122,269
|
|
|
96,061
|
|
|
27.3
|
|
||||
LOE, excluding production taxes
|
18,273
|
|
|
15,513
|
|
|
17.8
|
|
|
34,807
|
|
|
30,360
|
|
|
14.6
|
|
||||
Production taxes
|
13,219
|
|
|
16,369
|
|
|
(19.2
|
)
|
|
28,041
|
|
|
33,462
|
|
|
(16.2
|
)
|
||||
Exploration expense
|
11,421
|
|
|
7,439
|
|
|
53.5
|
|
|
23,965
|
|
|
8,851
|
|
|
170.8
|
|
||||
Selling, general and administrative (SG&A)
|
31,600
|
|
|
32,825
|
|
|
(3.7
|
)
|
|
72,948
|
|
|
58,774
|
|
|
24.1
|
|
||||
DD&A
|
173,331
|
|
|
136,251
|
|
|
27.2
|
|
|
344,794
|
|
|
267,490
|
|
|
28.9
|
|
||||
Total operating expenses
|
310,473
|
|
|
259,829
|
|
|
19.5
|
|
|
626,824
|
|
|
494,998
|
|
|
26.6
|
|
||||
Gain on sale / exchange of assets
|
—
|
|
|
30,986
|
|
|
(100.0
|
)
|
|
—
|
|
|
30,986
|
|
|
(100.0
|
)
|
||||
Operating (loss) income
|
$
|
(66,886
|
)
|
|
$
|
144,689
|
|
|
(146.2
|
)
|
|
$
|
118,957
|
|
|
$
|
421,894
|
|
|
(71.8
|
)
|
(a)
|
Includes Upper Devonian wells.
|
(b)
|
NGLs and crude oil were converted to Mcfe at the rate of six Mcfe per barrel for all periods.
|
(c)
|
Includes $157.3 million of cash capital expenditures and $353.0 million of non-cash capital expenditures for the exchange of assets with Range Resources Corporation (Range) during the three and six months ended June 30, 2014.
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||||||||
|
2015
|
|
2014
|
|
%
|
|
2015
|
|
2014
|
|
%
|
||||||||||
OPERATIONAL DATA
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net operating revenues (thousands):
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Gathering
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Firm reservation fee revenues
|
$
|
68,290
|
|
|
$
|
9,720
|
|
|
602.6
|
|
|
$
|
126,664
|
|
|
$
|
11,009
|
|
|
1,050.5
|
|
Volumetric based fee revenues:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Usage fees under firm contracts (a)
|
7,203
|
|
|
11,107
|
|
|
(35.1
|
)
|
|
16,752
|
|
|
11,107
|
|
|
50.8
|
|
||||
Usage fees under interruptible contracts
|
47,441
|
|
|
70,377
|
|
|
(32.6
|
)
|
|
108,378
|
|
|
158,464
|
|
|
(31.6
|
)
|
||||
Total volumetric based fee revenues
|
54,644
|
|
|
81,484
|
|
|
(32.9
|
)
|
|
125,130
|
|
|
169,571
|
|
|
(26.2
|
)
|
||||
Total gathering revenues
|
$
|
122,934
|
|
|
$
|
91,204
|
|
|
34.8
|
|
|
$
|
251,794
|
|
|
$
|
180,580
|
|
|
39.4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Transmission
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Firm reservation fee revenues
|
$
|
50,091
|
|
|
$
|
38,847
|
|
|
28.9
|
|
|
$
|
111,945
|
|
|
$
|
80,652
|
|
|
38.8
|
|
Volumetric based fee revenues:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Usage fees under firm contracts (a)
|
10,002
|
|
|
11,041
|
|
|
(9.4
|
)
|
|
18,577
|
|
|
19,917
|
|
|
(6.7
|
)
|
||||
Usage fees under interruptible contracts
|
990
|
|
|
1,632
|
|
|
(39.3
|
)
|
|
2,525
|
|
|
3,060
|
|
|
(17.5
|
)
|
||||
Total volumetric based fee revenues
|
10,992
|
|
|
12,673
|
|
|
(13.3
|
)
|
|
21,102
|
|
|
22,977
|
|
|
(8.2
|
)
|
||||
Total transmission revenues
|
$
|
61,083
|
|
|
$
|
51,520
|
|
|
18.6
|
|
|
$
|
133,047
|
|
|
$
|
103,629
|
|
|
28.4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Storage, marketing and other revenues
|
5,354
|
|
|
9,620
|
|
|
(44.3
|
)
|
|
11,135
|
|
|
16,840
|
|
|
(33.9
|
)
|
||||
Total net operating revenues
|
$
|
189,371
|
|
|
$
|
152,344
|
|
|
24.3
|
|
|
$
|
395,976
|
|
|
$
|
301,049
|
|
|
31.5
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Gathered volumes (BBtu per day):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Firm reservation
|
1,136
|
|
|
155
|
|
|
632.9
|
|
|
1,052
|
|
|
78
|
|
|
1,248.7
|
|
||||
Volumetric based services (b)
|
870
|
|
|
1,337
|
|
|
(34.9
|
)
|
|
978
|
|
|
1,369
|
|
|
(28.6
|
)
|
||||
Total gathered volumes
|
2,006
|
|
|
1,492
|
|
|
34.5
|
|
|
2,030
|
|
|
1,447
|
|
|
40.3
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Gathering and compression expense ($/MMBtu)
|
$
|
0.13
|
|
|
$
|
0.16
|
|
|
(18.8
|
)
|
|
0.12
|
|
|
0.16
|
|
|
(25.0
|
)
|
||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Transmission pipeline throughput (BBtu per day):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Firm capacity reservation
|
1,825
|
|
|
1,240
|
|
|
47.2
|
|
|
1,924
|
|
|
1,289
|
|
|
49.3
|
|
||||
Volumetric based services (b)
|
257
|
|
|
436
|
|
|
(41.1
|
)
|
|
236
|
|
|
351
|
|
|
(32.8
|
)
|
||||
Total transmission pipeline throughput
|
2,082
|
|
|
1,676
|
|
|
24.2
|
|
|
2,160
|
|
|
1,640
|
|
|
31.7
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Average contracted firm transmission reservation commitments (BBtu per day)
|
2,362
|
|
|
1,745
|
|
|
35.4
|
|
|
2,655
|
|
|
1,878
|
|
|
41.4
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Capital expenditures (thousands)
|
$
|
164,542
|
|
|
$
|
112,305
|
|
|
46.5
|
|
|
$
|
237,117
|
|
|
$
|
197,224
|
|
|
20.2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
FINANCIAL DATA (thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total operating revenues
|
$
|
192,430
|
|
|
$
|
162,345
|
|
|
18.5
|
|
|
$
|
400,656
|
|
|
$
|
328,571
|
|
|
21.9
|
|
Purchased gas costs
|
3,059
|
|
|
10,001
|
|
|
(69.4
|
)
|
|
4,680
|
|
|
27,522
|
|
|
(83.0
|
)
|
||||
Total net operating revenues
|
189,371
|
|
|
152,344
|
|
|
24.3
|
|
|
395,976
|
|
|
301,049
|
|
|
31.5
|
|
||||
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Operation and maintenance (O&M)
|
31,835
|
|
|
27,444
|
|
|
16.0
|
|
|
60,028
|
|
|
52,598
|
|
|
14.1
|
|
||||
SG&A
|
25,951
|
|
|
22,006
|
|
|
17.9
|
|
|
51,429
|
|
|
41,479
|
|
|
24.0
|
|
||||
DD&A
|
23,393
|
|
|
21,130
|
|
|
10.7
|
|
|
46,588
|
|
|
42,139
|
|
|
10.6
|
|
||||
Total operating expenses
|
81,179
|
|
|
70,580
|
|
|
15.0
|
|
|
158,045
|
|
|
136,216
|
|
|
16.0
|
|
||||
Gain on sale / exchange of assets (c)
|
—
|
|
|
6,763
|
|
|
(100.0
|
)
|
|
—
|
|
|
6,763
|
|
|
(100.0
|
)
|
||||
Operating income
|
$
|
108,192
|
|
|
$
|
88,527
|
|
|
22.2
|
|
|
$
|
237,931
|
|
|
$
|
171,596
|
|
|
38.7
|
|
(a)
|
Includes commodity charges and fees on volumes gathered or transported in excess of firm contracted capacity.
|
(b)
|
Includes volumes gathered or transported under interruptible contracts and volumes in excess of firm contracted capacity.
|
(c)
|
As discussed in Note L to the Company’s Condensed Consolidated Financial Statements, in connection with an asset exchange with Range during the second quarter of 2014, the Company received acreage and producing wells in the Permian Basin of Texas in exchange for acreage, producing wells, the Company’s 50% ownership interest in a supporting gathering system in the Nora field of Virginia and cash of $157.3 million. In conjunction with this transaction, EQT Midstream recognized a pre-tax gain of $6.8 million, which is included in gain on sale / exchange of assets in the Statements of Consolidated Income.
|
Rating Service
|
|
Senior Notes
|
|
Outlook
|
Moody’s Investors Service
|
|
Baa3
|
|
Stable
|
Standard & Poor’s Ratings Service
|
|
BBB
|
|
Stable
|
Fitch Ratings Service
|
|
BBB-
|
|
Stable
|
Rating Service
|
|
Senior Notes
|
|
Outlook
|
Moody’s Investors Service
|
|
Ba1
|
|
Stable
|
Standard & Poor’s Ratings Service
|
|
BBB-
|
|
Stable
|
Fitch Ratings Service
|
|
BBB-
|
|
Stable
|
NYMEX swaps and fixed price sales
|
|
2015 (b)
|
|
2016 (c)
|
|
2017 (c)
|
||||||
Total Volume (Bcf)
|
|
158
|
|
|
201
|
|
|
74
|
|
|||
Average Price per Mcf (a)
|
|
$
|
3.97
|
|
|
$
|
4.00
|
|
|
$
|
3.84
|
|
Collars
|
|
|
|
|
|
|
|
|
|
|||
Total Volume (Bcf)
|
|
19
|
|
|
—
|
|
|
7
|
|
|||
Average Floor Price per Mcf (NYMEX) (a)
|
|
$
|
4.55
|
|
|
$
|
—
|
|
|
$
|
3.15
|
|
Average Cap Price per Mcf (NYMEX) (a)
|
|
$
|
7.21
|
|
|
$
|
—
|
|
|
$
|
4.03
|
|
Period
|
|
Total
number
of shares
purchased
|
|
Average
price
paid per
share
|
|
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 (c)
|
|||||
April 2015 (April 1 – April 30)
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
700,000
|
|
May 2015 (May 1 – May 31)
|
|
42,237
|
|
(a)
|
89.96
|
|
|
—
|
|
|
700,000
|
|
|
June 2015 (June 1 – June 30)
|
|
1
|
|
(b)
|
84.94
|
|
|
—
|
|
|
700,000
|
|
|
Total
|
|
42,238
|
|
|
$
|
89.96
|
|
|
—
|
|
|
|
|
(a)
|
Reflects (i) 37,556 shares repurchased from certain executive officers of the Company in privately negotiated transactions on May 12, 2015 and (ii) 4,681 shares withheld by the Company to pay taxes upon vesting of restricted stock. The Company’s Board of Directors approved the executive officer share repurchases on April 14, 2015, and the purchase price for the shares was the closing market price of the Company’s common stock as reported on the New York Stock Exchange on May 11, 2015, which was the business day prior to (i) the date of repurchase and (ii) the date on which EQGP’s IPO was priced. The following named executive officers of the Company participated in the share repurchases in the following amounts: David L. Porges (13,909 shares); Randall L. Crawford (5,842 shares); Philip P. Conti (5,564 shares); Lewis B. Gardner (5,564 shares); and Steven T. Schlotterbeck (5,564 shares). The purpose of the share repurchase was for the executive officers to use the net proceeds to purchase common units representing limited partner interests in EQGP in connection with EQGP’s IPO. No additional shares may be repurchased by the Company under the executive officer share repurchase authorization.
|
(b)
|
Reflects shares withheld by the Company to pay taxes upon vesting of restricted stock.
|
(c)
|
During 2014, the Company’s Board of Directors approved a share repurchase authorization of up to 1,000,000 shares of the Company’s outstanding common stock. The Company may repurchase shares from time to time in open market or in privately negotiated transactions. The share repurchase authorization does not obligate the Company to acquire any specific number of shares, has no pre-established end date and may be discontinued by the Company at any time. As of
June 30, 2015
, the Company had repurchased 300,000 shares under this authorization since its inception.
|
10.01
|
|
Share Repurchase Agreement dated as of May 12, 2015 between the Company and David L. Porges
|
|
|
|
10.02
|
|
Share Repurchase Agreement dated as of May 12, 2015 between the Company and Philip P. Conti
|
|
|
|
10.03
|
|
Share Repurchase Agreement dated as of May 12, 2015 between the Company and Randall L. Crawford
|
|
|
|
10.04
|
|
Share Repurchase Agreement dated as of May 12, 2015 between the Company and Lewis B. Gardner
|
|
|
|
10.05
|
|
Share Repurchase Agreement dated as of May 12, 2015 between the Company and Steven T. Schlotterbeck
|
|
|
|
10.06
|
|
2006 Payroll Deduction and Contribution Program (as amended and restated July 7, 2015)
|
|
|
|
31.01
|
|
Rule 13(a)-14(a) Certification of Principal Executive Officer
|
|
|
|
31.02
|
|
Rule 13(a)-14(a) Certification of Principal Financial Officer
|
|
|
|
32
|
|
Section 1350 Certification of Principal Executive Officer and Principal Financial Officer
|
|
|
|
101
|
|
Interactive Data File
|
|
EQT CORPORATION
|
|
|
(Registrant)
|
|
|
|
|
|
|
|
|
By:
|
/s/ Philip P. Conti
|
|
|
Philip P. Conti
|
|
Senior Vice President and Chief Financial Officer
|
Exhibit No.
|
|
Description
|
|
Method of Filing
|
|
|
|
|
|
|
|
10.01
|
|
|
Share Repurchase Agreement dated as of May 12, 2015 between the Company and David L. Porges
|
|
Filed herewith as Exhibit 10.01
|
|
|
|
|
|
|
10.02
|
|
|
Share Repurchase Agreement dated as of May 12, 2015 between the Company and Philip P. Conti
|
|
Filed herewith as Exhibit 10.02
|
|
|
|
|
|
|
10.03
|
|
|
Share Repurchase Agreement dated as of May 12, 2015 between the Company and Randall L. Crawford
|
|
Filed herewith as Exhibit 10.03
|
|
|
|
|
|
|
10.04
|
|
|
Share Repurchase Agreement dated as of May 12, 2015 between the Company and Lewis B. Gardner
|
|
Filed herewith as Exhibit 10.04
|
|
|
|
|
|
|
10.05
|
|
|
Share Repurchase Agreement dated as of May 12, 2015 between the Company and Steven T. Schlotterbeck
|
|
Filed herewith as Exhibit 10.05
|
|
|
|
|
|
|
10.06
|
|
|
2006 Payroll Deduction and Contribution Program (as amended and restated July 7, 2015)
|
|
Filed herewith as Exhibit 10.06
|
|
|
|
|
|
|
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
|
|
|
|
|
|
|
32
|
|
|
Section 1350 Certification of Principal Executive Officer and Principal Financial Officer
|
|
Furnished herewith as Exhibit 32
|
|
|
|
|
|
|
101
|
|
|
Interactive Data File
|
|
Filed herewith as Exhibit 101
|
(i)
|
The representations and warranties of the Seller contained in this Agreement shall be true and accurate as of the Closing Date.
|
(ii)
|
No order of any nature issued by a court of competent jurisdiction restraining, prohibiting or affecting the consummation of the Repurchase Transaction (a “Court Order”) shall be in effect, and no claim, suit, action, investigation, inquiry or other proceedings by any governmental authority or other person (a “Governmental Proceeding”) shall be pending or threatened which questions the validity or legality of the Repurchase Transaction or prohibits the consummation of the Closing.
|
(i)
|
The representations and warranties of the Purchaser contained in this Agreement shall be true and accurate as of the Closing Date.
|
(ii)
|
No Court Order shall be in effect, and no Governmental Proceeding shall be pending or threatened which questions the validity or legality of the Repurchase Transaction or prohibits the consummation of the Closing.
|
(i)
|
The representations and warranties of the Seller contained in this Agreement shall be true and accurate as of the Closing Date.
|
(ii)
|
No order of any nature issued by a court of competent jurisdiction restraining, prohibiting or affecting the consummation of the Repurchase Transaction (a “Court Order”) shall be in effect, and no claim, suit, action, investigation, inquiry or other proceedings by any governmental authority or other person (a “Governmental Proceeding”) shall be pending or threatened which questions the validity or legality of the Repurchase Transaction or prohibits the consummation of the Closing.
|
(i)
|
The representations and warranties of the Purchaser contained in this Agreement shall be true and accurate as of the Closing Date.
|
(ii)
|
No Court Order shall be in effect, and no Governmental Proceeding shall be pending or threatened which questions the validity or legality of the Repurchase Transaction or prohibits the consummation of the Closing.
|
(i)
|
The representations and warranties of the Seller contained in this Agreement shall be true and accurate as of the Closing Date.
|
(ii)
|
No order of any nature issued by a court of competent jurisdiction restraining, prohibiting or affecting the consummation of the Repurchase Transaction (a “Court Order”) shall be in effect, and no claim, suit, action, investigation, inquiry or other proceedings by any governmental authority or other person (a “Governmental Proceeding”) shall be pending or threatened which questions the validity or legality of the Repurchase Transaction or prohibits the consummation of the Closing.
|
(i)
|
The representations and warranties of the Purchaser contained in this Agreement shall be true and accurate as of the Closing Date.
|
(ii)
|
No Court Order shall be in effect, and no Governmental Proceeding shall be pending or threatened which questions the validity or legality of the Repurchase Transaction or prohibits the consummation of the Closing.
|
(i)
|
The representations and warranties of the Seller contained in this Agreement shall be true and accurate as of the Closing Date.
|
(ii)
|
No order of any nature issued by a court of competent jurisdiction restraining, prohibiting or affecting the consummation of the Repurchase Transaction (a “Court Order”) shall be in effect, and no claim, suit, action, investigation, inquiry or other proceedings by any governmental authority or other person (a “Governmental Proceeding”) shall be pending or threatened which questions the validity or legality of the Repurchase Transaction or prohibits the consummation of the Closing.
|
(i)
|
The representations and warranties of the Purchaser contained in this Agreement shall be true and accurate as of the Closing Date.
|
(ii)
|
No Court Order shall be in effect, and no Governmental Proceeding shall be pending or threatened which questions the validity or legality of the Repurchase Transaction or prohibits the consummation of the Closing.
|
(i)
|
The representations and warranties of the Seller contained in this Agreement shall be true and accurate as of the Closing Date.
|
(ii)
|
No order of any nature issued by a court of competent jurisdiction restraining, prohibiting or affecting the consummation of the Repurchase Transaction (a “Court Order”) shall be in effect, and no claim, suit, action, investigation, inquiry or other proceedings by any governmental authority or other person (a “Governmental Proceeding”) shall be pending or threatened which questions the validity or legality of the Repurchase Transaction or prohibits the consummation of the Closing.
|
(i)
|
The representations and warranties of the Purchaser contained in this Agreement shall be true and accurate as of the Closing Date.
|
(ii)
|
No Court Order shall be in effect, and no Governmental Proceeding shall be pending or threatened which questions the validity or legality of the Repurchase Transaction or prohibits the consummation of the Closing.
|
ARTICLE I
|
1
|
1.1
|
Statement of Purpose
1
|
ARTICLE II - DEFINITIONS
|
1
|
2.1
|
Base Salary.
1
|
2.1
|
Bonus.
1
|
2.3
|
Code.
1
|
2.4
|
Committee (BAC) and Committee (BIC).
1
|
2.5
|
Company.
1
|
2.6
|
Company Benefit.
2
|
2.7
|
Compensation.
2
|
2.8
|
Contribution Amount.
2
|
2.9
|
Eligible Employee.
2
|
2.10
|
Employer.
2
|
2.11
|
Management Development and Compensation Committee 2
|
2.12
|
Participant.
2
|
2.13
|
Personal Retirement Annuity.
2
|
2.14
|
Program Year.
3
|
2.15
|
Program.
3
|
ARTICLE III - ELIGIBILITY AND PARTICIPATION
|
3
|
3.1
|
Eligibility.
3
|
3.2
|
Participation; Removal from Participation.
3
|
3.3
|
Ineligible Participant
4
|
ARTICLE IV - CONTRIBUTIONS AND COMPANY BENEFITS
|
4
|
4.1
|
Contribution Amounts.
4
|
4.2
|
Company Benefit.
5
|
4.3
|
Company Benefit Amounts.
5
|
ARTICLE V - PERSONAL RETIREMENT ANNUITIES
|
6
|
5.1
|
General.
6
|
5.2
|
Terms of Personal Retirement Annuity.
6
|
ARTICLE VI - ADMINISTRATION
|
6
|
6.1
|
Committees.
6
|
6.2
|
Agents.
6
|
6.3
|
Binding Effect of Decisions.
7
|
6.4
|
Indemnification of Committees.
7
|
ARTICLE VII - AMENDMENT AND TERMINATION OF PROGRAM
|
7
|
7.1
|
Amendment.
7
|
7.2
|
Termination.
7
|
ARTICLE VIII - MISCELLANEOUS
|
8
|
8.1
|
Funding.
8
|
8.2
|
Nonassignability.
8
|
8.3
|
No Acceleration of Benefits; No Deferred Compensation; Taxation; Tax Withholding.
8
|
8.4
|
Captions.
9
|
8.5
|
Governing Law.
9
|
8.6
|
Successors.
9
|
8.7
|
No Right to Continued Service.
9
|
8.8
|
Benefit Claims.
9
|
EXHIBIT A
– Section 3.1 – Description of Eligible Employees
|
11
|
EXHIBIT B
– Personal Retirement Annuity
|
12
|
(i)
|
there shall be no reduction of any Program benefits attributable to participation for years prior to the year of removal;
|
(ii)
|
for the year of removal, there shall be no reduction of any Program benefits (including Employer contributions under Article IV) that have been made already to the Personal Retirement Annuity prior to such removal; and
|
(iii)
|
for the year of removal, the removed Eligible Employee shall not have any right to a pro-rated or proportionate share of Program benefits for such year (including Employer contributions under Article IV) that have not been made to the Personal Retirement Annuity prior to such removal.
|
•
|
The executive officers of the Company designated as Eligible Employees by the Vice President & Chief Human Resources Officer and approved by the Management Development and Compensation Committee, which record of designated Eligible Employees is maintained in the Company’s Human Resources Department.
|
•
|
Such employees of the Company or any Selected Affiliate other than executive officers of the Company designated as Eligible Employees by the Vice President & Chief Human Resources Officer, which record of designated Eligible Employees is maintained in the Company’s Human Resources Department.
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditor and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date: July 23, 2015
|
|
|
|
/s/ David L. Porges
|
|
|
David L. Porges
|
|
|
Chairman, President and Chief Executive Officer
|
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
Date: July 23, 2015
|
|
|
|
|
|
|
/s/ Philip P. Conti
|
|
|
Philip P. Conti
|
|
|
Senior Vice President and Chief Financial Officer
|
|
(1)
|
The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of EQT.
|
/s/ David L. Porges
|
|
July 23, 2015
|
David L. Porges
|
|
|
Chairman, President and Chief Executive Officer
|
|
|
|
|
|
|
|
|
/s/ Philip P. Conti
|
|
July 23, 2015
|
Philip P. Conti
|
|
|
Senior Vice President and Chief Financial Officer
|
|