[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 Disclosures
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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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•
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On February 17, 2015, the 17,339,718 subordinated units of EQM issued to the Company in connection with EQM's 2012 IPO converted into common units representing limited partner interests in EQM on a one-for-one basis as a result of satisfaction of the conditions for termination of the subordination period set forth in EQM's partnership agreement.
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•
|
On March 10, 2015, the Company and certain subsidiaries of the Company entered into a contribution and sale agreement (Contribution Agreement) with EQM and EQM Gathering Opco, LLC (EQM Gathering), an indirect wholly owned subsidiary of EQM. Pursuant to the Contribution Agreement, on March 17, 2015, a subsidiary of the Company contributed the Northern West Virginia Marcellus gathering system to EQM Gathering in exchange for total consideration of $925.7 million, consisting of $873.2 million in cash, 511,973 EQM common units and 178,816 EQM general partner units (the NWV Gathering Transaction). EQM Gathering is consolidated by the Company as it is still controlled by the Company. On April 15, 2015, pursuant to the Contribution Agreement, the Company transferred a preferred interest in EQT Energy Supply, LLC, which at the time was an indirect wholly owned subsidiary of the Company, to EQM in exchange for total consideration of $124.3 million. EQT Energy Supply, LLC generates revenue from services provided to a local distribution company.
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•
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On
March 17, 2015
, EQM completed an underwritten public offering of
8,250,000
common units. On
March 18, 2015
, the underwriters exercised their option to purchase
1,237,500
additional common units on the same terms as the offering. EQM received net proceeds of
$696.6 million
from the offering after deducting the underwriters’ discount and offering expenses of
$24.5 million
. EQM used the proceeds from the offering to fund a portion of the purchase price for the NWV Gathering Transaction.
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•
|
On March 30, 2015, the Company assigned 100% of the membership interests in MVP Holdco, LLC (MVP Holdco), an indirect wholly owned subsidiary of the Company that as of
February 11, 2016
owned a
45.5%
interest (the MVP Interest) in Mountain Valley Pipeline, LLC (MVP Joint Venture), to EQM for
$54.2 million
, which represented EQM's reimbursement to the Company for 100% of the capital contributions made by the Company to the MVP Joint Venture as of March 30, 2015. The MVP Joint Venture plans to construct the Mountain Valley Pipeline (MVP), an estimated
300
-mile natural gas interstate pipeline spanning from northern West Virginia to southern Virginia. The MVP Joint Venture has secured a total of
2.0
Bcf per day of
20
-year firm capacity commitments, including a
1.29
Bcf per day firm capacity commitment by the Company. The MVP Joint Venture submitted the MVP certificate application to the FERC in October 2015 and anticipates receiving the certificate in the fourth quarter of 2016. Subject to FERC approval, construction is scheduled to begin shortly thereafter and the pipeline is expected to be in-service during the fourth quarter of 2018.
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•
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On May 15, 2015, EQGP completed an IPO of 26,450,000 common units, which represented 9.9% of EQGP's outstanding limited partner interests. EQT Gathering Holdings, LLC, an indirect wholly owned subsidiary of the Company, as the selling unitholder, sold all of the EQGP common units in the offering, resulting in net proceeds to the Company of approximately $674.0 million after deducting the underwriters' discount of approximately $37.5 million and structuring fees of approximately $2.7 million.
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•
|
During the second half of
2015
, EQM entered into an equity distribution agreement that established an "At the Market" (ATM) common unit offering program, pursuant to which a group of managers, acting as EQM's sales agents, may sell EQM common units having an aggregate offering price of up to
$750 million
(the $750 million ATM Program). EQM issued
1,162,475
common units at an average price per unit of
$74.92
during the six months ended
December 31, 2015
. EQM received net proceeds of approximately
$85.5 million
after deducting commissions of approximately
$0.9 million
and other offering expenses of approximately
$0.7 million
. EQM used the net proceeds from the sales for general partnership purposes.
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•
|
On November 16, 2015, EQM completed an underwritten public offering of
5,650,000
common units. EQM received net proceeds of
$399.9 million
from the offering after deducting the underwriters’ discount and offering expenses of
$5.7 million
. EQM will use the net proceeds from the offering for general partnership purposes, including to fund a portion of EQM's anticipated 2016 capital expenditures related to transmission and gathering expansion projects and to repay amounts outstanding under EQM's credit facility.
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(Bcfe)
|
|
Marcellus
|
|
Upper
Devonian
|
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Other
|
|
Total
|
||||
Proved Developed
|
|
4,120
|
|
|
406
|
|
|
1,754
|
|
|
6,280
|
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Proved Undeveloped
|
|
3,649
|
|
|
48
|
|
|
—
|
|
|
3,697
|
|
Total Proved Reserves
|
|
7,769
|
|
|
454
|
|
|
1,754
|
|
|
9,977
|
|
|
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Years Ended December 31,
|
||||||||||
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2015
|
|
2014
|
|
2013
|
||||||
Gross wells spud:
|
|
|
|
|
|
|
||||||
Horizontal Marcellus*
|
|
157
|
|
|
237
|
|
|
168
|
|
|||
Other
|
|
4
|
|
|
108
|
|
|
57
|
|
|||
Total
|
|
161
|
|
|
345
|
|
|
225
|
|
|||
|
|
|
|
|
|
|
||||||
Capital expenditures for well development (in millions):
|
||||||||||||
Horizontal Marcellus*
|
|
$
|
1,527
|
|
|
$
|
1,456
|
|
|
$
|
1,103
|
|
Other
|
|
143
|
|
|
261
|
|
|
134
|
|
|||
Total
|
|
$
|
1,670
|
|
|
$
|
1,717
|
|
|
$
|
1,237
|
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•
|
The OVC is a
37
-mile pipeline that will extend EQM's transmission and storage system from northern West Virginia to Clarington, Ohio, at which point it will interconnect with the Rockies Express Pipeline and may interconnect with other pipelines and liquidity points. The OVC will provide approximately 850 BBtu per day of transmission capacity with an aggregate compression of approximately 38,000 horsepower. The Company has entered into a 20-year precedent agreement for a total of 650 BBtu per day of firm transmission capacity on the OVC. EQM received its FERC certificate to construct and operate the OVC on December 30, 2015 and construction began in January 2016. EQM expects the OVC to be in-service by year-end 2016.
|
•
|
As of February 11, 2016, EQM owned a
45.5%
interest in the MVP Joint Venture, which was formed to construct the MVP. The proposed pipeline is expected to be approximately 300 miles long, span from EQM's existing transmission and storage system in Wetzel County, West Virginia to Pittsylvania County, Virginia and be designed to transport natural gas production from the Marcellus and Utica Shale regions to the growing demand markets in the southeast region of the United States. The MVP Joint Venture submitted the MVP certificate application to the FERC in October 2015 and anticipates receiving the certificate in the fourth quarter of 2016. Subject to FERC approval, construction is scheduled to begin shortly thereafter and the pipeline is expected to be in-service during the fourth quarter of 2018.
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2015
|
|
2014
|
|
2013
|
||||||
Average sales price per Mcfe sold (excluding cash settled derivatives)
|
|
$
|
1.96
|
|
|
$
|
4.14
|
|
|
$
|
3.81
|
|
Average sales price per Mcfe sold (including cash settled derivatives)
|
|
$
|
2.67
|
|
|
$
|
4.16
|
|
|
$
|
4.20
|
|
|
|
For the Years Ended December 31,
|
||||||||||
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2015
|
|
2014
|
|
2013
|
||||||
|
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(Thousands)
|
||||||||||
Operating Revenues:
|
|
|
|
|
|
|
||||||
Sales of natural gas, oil and NGLs (a)
|
|
$
|
1,690,360
|
|
|
$
|
2,132,409
|
|
|
$
|
1,710,245
|
|
Pipeline and marketing services (b)
|
|
263,640
|
|
|
256,359
|
|
|
148,932
|
|
|||
Gain on derivatives not designated as hedges (c)
|
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385,762
|
|
|
80,942
|
|
|
2,834
|
|
|||
Total operating revenues
|
|
$
|
2,339,762
|
|
|
$
|
2,469,710
|
|
|
$
|
1,862,011
|
|
|
|
For the Years Ended December 31,
|
||||||||||
|
|
2015
|
|
2014
|
|
2013
|
||||||
Natural Gas:
|
|
|
|
|
|
|
|
|
|
|||
Average sales price (excluding cash settled derivatives) ($/Mcf)
|
|
$
|
2.54
|
|
|
$
|
4.51
|
|
|
$
|
4.18
|
|
Average sales price (including cash settled derivatives) ($/Mcf)
|
|
$
|
3.32
|
|
|
$
|
4.53
|
|
|
$
|
4.60
|
|
Average sales price (including cash settled derivatives and third-party gathering and transmission costs) ($/Mcf)
|
|
$
|
2.79
|
|
|
$
|
3.98
|
|
|
$
|
4.00
|
|
NGLs:
|
|
|
|
|
|
|
|
|
||||
Average sales price including third-party processing costs ($/Bbl)
|
|
$
|
7.15
|
|
|
$
|
32.44
|
|
|
$
|
36.80
|
|
Crude Oil:
|
|
|
|
|
|
|
|
|
||||
Average sales price ($/Bbl)
|
|
$
|
38.70
|
|
|
$
|
78.51
|
|
|
$
|
85.82
|
|
|
|
Natural Gas
|
|
Oil
|
Total productive wells at December 31, 2015:
|
|
|
|
|
Total gross productive wells
|
|
13,430
|
|
105
|
Total net productive wells
|
|
12,703
|
|
101
|
Total in-process wells at December 31, 2015:
|
|
0
|
|
|
Total gross in-process wells
|
|
192
|
|
—
|
Total net in-process wells
|
|
191
|
|
—
|
|
|
Natural Gas
(MMcf)
|
|
Oil and NGLs
(Bbls)
|
Developed
|
|
5,652,989
|
|
104,428
|
Undeveloped
|
|
3,457,322
|
|
39,953
|
Total proved reserves
|
|
9,110,311
|
|
144,381
|
|
|
For the Years Ended December 31,
|
|||||||
|
|
2015
|
|
2014
|
|
2013
|
|||
Exploratory wells:
|
|
|
|
|
|
|
|
|
|
Productive
|
|
1
|
|
|
—
|
|
|
—
|
|
Dry
|
|
1
|
|
|
—
|
|
|
—
|
|
Development wells:
|
|
|
|
|
|
|
|
|
|
Productive
|
|
234.5
|
|
|
265.4
|
|
|
138.4
|
|
Dry
|
|
3
|
|
|
—
|
|
|
2
|
|
|
|
Pennsylvania
|
|
West
Virginia
|
|
Kentucky
|
|
Other (b)
|
|
Total
|
|||||
Natural gas, oil and NGL production (MMcfe) – 2015 (a)
|
|
327,616
|
|
|
208,376
|
|
|
65,726
|
|
|
16,968
|
|
|
618,686
|
|
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 sales (MMcfe) – 2015
|
|
329,626
|
|
|
200,121
|
|
|
57,825
|
|
|
15,510
|
|
|
603,082
|
|
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
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Average net revenue interest of proved reserves (%)
|
|
82.9
|
%
|
|
85.5
|
%
|
|
93.0
|
%
|
|
79.4
|
%
|
|
84.9
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Total gross productive wells
|
|
1,120
|
|
|
5,053
|
|
|
5,702
|
|
|
1,660
|
|
|
13,535
|
|
Total net productive wells
|
|
1,108
|
|
|
4,814
|
|
|
5,393
|
|
|
1,489
|
|
|
12,804
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Total gross productive acreage
|
|
110,098
|
|
|
278,629
|
|
|
442,660
|
|
|
125,858
|
|
|
957,245
|
|
Total gross undeveloped acreage
|
|
297,782
|
|
|
875,496
|
|
|
1,062,317
|
|
|
219,521
|
|
|
2,455,116
|
|
Total gross acreage
|
|
407,880
|
|
|
1,154,125
|
|
|
1,504,977
|
|
|
345,379
|
|
|
3,412,361
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Total net productive acreage
|
|
109,210
|
|
|
276,782
|
|
|
436,020
|
|
|
99,797
|
|
|
921,809
|
|
Total net undeveloped acreage
|
|
276,245
|
|
|
764,496
|
|
|
982,822
|
|
|
196,773
|
|
|
2,220,336
|
|
Total net acreage
|
|
385,455
|
|
|
1,041,278
|
|
|
1,418,842
|
|
|
296,570
|
|
|
3,142,145
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
(Amounts in Bcfe)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Proved developed producing reserves
|
|
2,612
|
|
|
1,787
|
|
|
1,258
|
|
|
158
|
|
|
5,815
|
|
Proved developed non-producing reserves
|
|
256
|
|
|
209
|
|
|
—
|
|
|
—
|
|
|
465
|
|
Proved undeveloped reserves
|
|
2,205
|
|
|
1,492
|
|
|
—
|
|
|
—
|
|
|
3,697
|
|
Proved developed and undeveloped reserves
|
|
5,073
|
|
|
3,488
|
|
|
1,258
|
|
|
158
|
|
|
9,977
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Gross proved undeveloped drilling locations
|
|
254
|
|
|
183
|
|
|
—
|
|
|
—
|
|
|
437
|
|
Net proved undeveloped drilling locations
|
|
244
|
|
|
183
|
|
|
—
|
|
|
—
|
|
|
427
|
|
For the Year Ended December 31,
|
|
Natural Gas (Bcf)
|
2016
|
|
634
|
2017
|
|
351
|
2018
|
|
230
|
2019
|
|
148
|
2020
|
|
91
|
|
|
Kentucky
|
|
West
Virginia
|
|
Virginia
|
|
Pennsylvania
|
|
Total
|
Approximate miles of gathering lines
|
|
3,515
|
|
4,065
|
|
400
|
|
270
|
|
8,250
|
Name and Age
|
|
Current Title (Year Initially
Elected an Executive Officer)
|
|
Business Experience
|
|
|
|
|
|
Theresa Z. Bone (52)
|
|
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 each of EQT Midstream Services, LLC, the general partner of EQM, since October 2013, and EQT GP Services, LLC, the general partner of EQGP, since January 2015. Ms. Bone was Vice President and Principal Accounting Officer of EQT Midstream Services, LLC from January 2012 to October 2013.
|
|
|
|
|
|
Philip P. Conti (56)
|
|
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 each of EQT Midstream Services, LLC, the general partner of EQM, since January 2012, and EQT GP Services, LLC, the general partner of EQGP, since January 2015. As previously disclosed in a Form 8-K filed with the SEC on August 10, 2015, Mr. Conti has advised the Company that he intends to retire at the end of 2016. The Company has retained an executive search firm to help identify his successor. Following the appointment of his successor, Mr. Conti is expected to continue to serve as an employee of the Company in some capacity through 2016 to ensure a smooth transition.
|
|
|
|
|
|
Randall L. Crawford (53)
|
|
Senior Vice President, EQT Corporation and President, Midstream and Commercial (2003)
|
|
Elected to present position December 2013; Senior Vice President, EQT Corporation and President, Midstream, Distribution and Commercial from April 2010 to December 2013. Mr. Crawford is also Executive Vice President, Chief Operating Officer and a Director of EQT Midstream Services, LLC, the general partner of EQM, 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 (58)
|
|
General Counsel and Vice President, External Affairs (2008)
|
|
Elected to present position March 2008. Mr. Gardner is also a Director of each of EQT Midstream Services, LLC, the general partner of EQM, since January 2012, and EQT GP Services, LLC, the general partner of EQGP, since January 2015.
|
|
|
|
|
|
Charlene Petrelli (55)
|
|
Vice President and Chief Human Resources Officer (2003)
|
|
Elected to present position February 2007.
|
|
|
|
|
|
David L. Porges (58)
|
|
Chairman and Chief Executive Officer (1998)
|
|
Elected to present position December 2015; Chairman, President, and Chief Executive Officer from May 2011 to December 2015; President, Chief Executive Officer and Director from April 2010 to May 2011. Mr. Porges is also Chairman, President and Chief Executive Officer of each of EQT Midstream Services, LLC, the general partner of EQM, since January 2012, and EQT GP Services, LLC, the general partner of EQGP, since January 2015.
|
|
|
|
|
|
Steven T. Schlotterbeck (50)
|
|
President, EQT Corporation and President, Exploration and Production (2008)
|
|
Elected to present position December 2015; Executive Vice President, EQT Corporation and President, Exploration and Production from December 2013 to December 2015; Senior Vice President, EQT Corporation and President, Exploration and Production from April 2010 to December 2013. Mr. Schlotterbeck is also a Director of EQT GP Services, LLC, the general partner of EQGP, since January 2015.
|
|
|
2015
|
|
2014
|
||||||||||||||||||||
|
|
High
|
|
Low
|
|
Dividend
|
|
High
|
|
Low
|
|
Dividend
|
||||||||||||
1st Quarter
|
|
$
|
83.46
|
|
|
$
|
71.33
|
|
|
$
|
0.03
|
|
|
$
|
104.72
|
|
|
$
|
84.25
|
|
|
$
|
0.03
|
|
2nd Quarter
|
|
92.79
|
|
|
80.86
|
|
|
0.03
|
|
|
111.47
|
|
|
95.78
|
|
|
0.03
|
|
||||||
3rd Quarter
|
|
81.67
|
|
|
63.09
|
|
|
0.03
|
|
|
107.71
|
|
|
89.77
|
|
|
0.03
|
|
||||||
4th Quarter
|
|
77.58
|
|
|
47.10
|
|
|
0.03
|
|
|
100.65
|
|
|
74.37
|
|
|
0.03
|
|
Period
|
|
Total
number of
shares
purchased (a)
|
|
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 (b)
|
|||||
October 2015 (October 1 – October 31)
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
700,000
|
|
November 2015 (November 1 – November 30)
|
|
8,203
|
|
|
63.49
|
|
|
—
|
|
|
700,000
|
|
|
December 2015 (December 1 – December 31)
|
|
3
|
|
|
57.35
|
|
|
—
|
|
|
700,000
|
|
|
Total
|
|
8,206
|
|
|
$
|
63.49
|
|
|
—
|
|
|
|
|
|
|
12/10
|
|
|
12/11
|
|
|
12/12
|
|
|
12/13
|
|
|
12/14
|
|
|
12/15
|
|
||||||
EQT Corporation
|
|
$
|
100.00
|
|
|
$
|
124.17
|
|
|
$
|
135.88
|
|
|
$
|
207.16
|
|
|
$
|
174.89
|
|
|
$
|
120.62
|
|
S&P 500
|
|
100.00
|
|
|
102.11
|
|
|
118.45
|
|
|
156.82
|
|
|
178.29
|
|
|
180.75
|
|
||||||
Self-Constructed Peer Group (a)
|
|
100.00
|
|
|
102.66
|
|
|
104.91
|
|
|
145.99
|
|
|
129.54
|
|
|
85.54
|
|
|
|
As of and for the Years Ended December 31,
|
||||||||||||||||||
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
|
2011
|
||||||||||
|
|
(Thousands, except per share amounts)
|
||||||||||||||||||
Total operating revenues
|
|
$
|
2,339,762
|
|
|
$
|
2,469,710
|
|
|
$
|
1,862,011
|
|
|
$
|
1,377,222
|
|
|
$
|
1,323,829
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Amounts attributable to EQT Corporation:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Income from continuing operations
|
|
$
|
85,171
|
|
|
$
|
385,594
|
|
|
$
|
298,729
|
|
|
$
|
135,902
|
|
|
$
|
419,582
|
|
Net income
|
|
$
|
85,171
|
|
|
$
|
386,965
|
|
|
$
|
390,572
|
|
|
$
|
183,395
|
|
|
$
|
479,769
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Earnings per share of common stock attributable to EQT Corporation:
|
|
|
|
|
|
|
|
|
||||||||||||
Basic:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Income from continuing operations
|
|
$
|
0.56
|
|
|
$
|
2.54
|
|
|
$
|
1.98
|
|
|
$
|
0.91
|
|
|
$
|
2.81
|
|
Net income
|
|
$
|
0.56
|
|
|
$
|
2.55
|
|
|
$
|
2.59
|
|
|
$
|
1.23
|
|
|
$
|
3.21
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Diluted:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Income from continuing operations
|
|
$
|
0.56
|
|
|
$
|
2.53
|
|
|
$
|
1.97
|
|
|
$
|
0.90
|
|
|
$
|
2.79
|
|
Net income
|
|
$
|
0.56
|
|
|
$
|
2.54
|
|
|
$
|
2.57
|
|
|
$
|
1.22
|
|
|
$
|
3.19
|
|
Total assets
|
|
$
|
13,976,172
|
|
|
$
|
12,035,353
|
|
|
$
|
9,765,907
|
|
|
$
|
8,819,750
|
|
|
$
|
8,741,610
|
|
Long-term debt
|
|
$
|
2,793,343
|
|
|
$
|
2,959,353
|
|
|
$
|
2,475,370
|
|
|
$
|
2,496,061
|
|
|
$
|
2,715,833
|
|
Cash dividends declared per share of common stock
|
|
$
|
0.12
|
|
|
$
|
0.12
|
|
|
$
|
0.12
|
|
|
$
|
0.88
|
|
|
$
|
0.88
|
|
|
Years Ended December 31,
|
||||||||||
in thousands (unless noted)
|
2015
|
|
2014
|
|
2013
|
||||||
LIQUIDS
|
|
|
|
|
|
||||||
NGLs:
|
|
|
|
|
|
||||||
Sales volume (MMcfe) (a)
|
51,530
|
|
|
40,587
|
|
|
27,860
|
|
|||
Sales volume (Mbbls)
|
8,588
|
|
|
6,764
|
|
|
4,643
|
|
|||
Gross price ($/Bbl)
|
$
|
18.84
|
|
|
$
|
41.94
|
|
|
$
|
45.58
|
|
Gross NGL sales
|
$
|
161,775
|
|
|
$
|
283,728
|
|
|
$
|
211,626
|
|
Third-party processing
|
(100,329
|
)
|
|
(64,313
|
)
|
|
(40,754
|
)
|
|||
Net NGL sales
|
$
|
61,446
|
|
|
$
|
219,415
|
|
|
$
|
170,872
|
|
Oil:
|
|
|
|
|
|
||||||
Sales volume (MMcfe) (a)
|
4,458
|
|
|
2,693
|
|
|
1,620
|
|
|||
Sales volume (Mbbls)
|
743
|
|
|
449
|
|
|
270
|
|
|||
Net price ($/Bbl)
|
$
|
38.70
|
|
|
$
|
78.51
|
|
|
$
|
85.82
|
|
Net oil sales
|
$
|
28,752
|
|
|
$
|
35,232
|
|
|
$
|
23,171
|
|
|
|
|
|
|
|
||||||
Net liquids sales
|
$
|
90,198
|
|
|
$
|
254,647
|
|
|
$
|
194,043
|
|
|
|
|
|
|
|
||||||
NATURAL GAS
|
|
|
|
|
|
||||||
Sales volume (MMcf)
|
547,094
|
|
|
432,980
|
|
|
348,693
|
|
|||
NYMEX price ($/MMBtu) (b)
|
$
|
2.66
|
|
|
$
|
4.38
|
|
|
$
|
3.67
|
|
Btu uplift
|
$
|
0.25
|
|
|
$
|
0.38
|
|
|
$
|
0.30
|
|
Gross natural gas price ($/Mcf)
|
$
|
2.91
|
|
|
$
|
4.76
|
|
|
$
|
3.97
|
|
|
|
|
|
|
|
||||||
Basis ($/Mcf)
|
(1.18
|
)
|
|
(1.07
|
)
|
|
(0.16
|
)
|
|||
Recoveries ($/Mcf) (c)
|
0.81
|
|
|
0.82
|
|
|
0.37
|
|
|||
Cash settled basis swaps (not designated as hedges) ($/Mcf)
|
$
|
0.03
|
|
|
$
|
0.06
|
|
|
$
|
—
|
|
Average differential ($/Mcf)
|
$
|
(0.34
|
)
|
|
$
|
(0.19
|
)
|
|
$
|
0.21
|
|
|
|
|
|
|
|
||||||
Average adjusted price ($/Mcf)
|
$
|
2.57
|
|
|
$
|
4.57
|
|
|
$
|
4.18
|
|
Cash settled derivatives (cash flow hedges) ($/Mcf)
|
0.47
|
|
|
(0.06
|
)
|
|
0.42
|
|
|||
Cash settled derivatives (not designated as hedges) ($/Mcf)
|
0.28
|
|
|
0.02
|
|
|
—
|
|
|||
Average adjusted price, including cash settled derivatives ($/Mcf)
|
$
|
3.32
|
|
|
$
|
4.53
|
|
|
$
|
4.60
|
|
|
|
|
|
|
|
||||||
Net natural gas sales, including cash settled derivatives
|
$
|
1,810,897
|
|
|
$
|
1,962,667
|
|
|
$
|
1,603,891
|
|
|
|
|
|
|
|
||||||
TOTAL PRODUCTION
|
|
|
|
|
|
||||||
Total net natural gas & liquids sales, including cash settled derivatives
|
$
|
1,901,095
|
|
|
$
|
2,217,314
|
|
|
$
|
1,797,934
|
|
Total sales volume (MMcfe)
|
603,082
|
|
|
476,260
|
|
|
378,173
|
|
|||
|
|
|
|
|
|
||||||
Net natural gas & liquids price, including cash settled derivatives ($/Mcfe)
|
$
|
3.15
|
|
|
$
|
4.66
|
|
|
$
|
4.75
|
|
|
|
|
|
|
|
||||||
Midstream Deductions ($/Mcfe)
|
|
|
|
|
|
||||||
Gathering to EQT Midstream
|
$
|
(0.74
|
)
|
|
$
|
(0.73
|
)
|
|
$
|
(0.82
|
)
|
Transmission to EQT Midstream
|
(0.19
|
)
|
|
(0.20
|
)
|
|
(0.23
|
)
|
|||
Third-party gathering and transmission costs
|
(0.48
|
)
|
|
(0.50
|
)
|
|
(0.55
|
)
|
|||
Total midstream deductions
|
$
|
(1.41
|
)
|
|
$
|
(1.43
|
)
|
|
$
|
(1.60
|
)
|
Average realized price to EQT Production ($/Mcfe)
|
$
|
1.74
|
|
|
$
|
3.23
|
|
|
$
|
3.15
|
|
Gathering and transmission to EQT Midstream ($/Mcfe)
|
$
|
0.93
|
|
|
$
|
0.93
|
|
|
$
|
1.05
|
|
Average realized price to EQT Corporation ($/Mcfe)
|
$
|
2.67
|
|
|
$
|
4.16
|
|
|
$
|
4.20
|
|
Calculation of EQT Production adjusted net operating revenues
|
Years Ended December 31,
|
||||||||||
$ in thousands (unless noted)
|
2015
|
|
2014
|
|
2013
|
||||||
EQT Production total operating revenues, as reported on segment page
|
$
|
1,540,889
|
|
|
$
|
1,813,292
|
|
|
$
|
1,310,938
|
|
(Deduct) add back:
|
|
|
|
|
|
||||||
(Gain) loss for hedging ineffectiveness
|
—
|
|
|
(24,774
|
)
|
|
21,335
|
|
|||
(Gain) loss on derivatives not designated as hedges
|
(385,055
|
)
|
|
(83,760
|
)
|
|
301
|
|
|||
Net cash settlements received on derivatives not designated as hedges
|
170,314
|
|
|
36,453
|
|
|
728
|
|
|||
Premiums paid for derivatives that settled during the year
|
(364
|
)
|
|
—
|
|
|
—
|
|
|||
EQT Production transportation and processing, as reported on segment page
|
(274,379
|
)
|
|
(200,562
|
)
|
|
(142,281
|
)
|
|||
EQT Production adjusted net operating revenues, a non-GAAP measure
|
$
|
1,051,405
|
|
|
$
|
1,540,649
|
|
|
$
|
1,191,021
|
|
|
|
|
|
|
|
||||||
Total sales volumes (MMcfe)
|
603,082
|
|
|
476,260
|
|
|
378,173
|
|
|||
|
|
|
|
|
|
||||||
Average realized price to EQT Production ($/Mcfe)
|
$
|
1.74
|
|
|
$
|
3.23
|
|
|
$
|
3.15
|
|
Add:
|
|
|
|
|
|
||||||
Gathering and Transmission to EQT Midstream ($/Mcfe)
|
$
|
0.93
|
|
|
$
|
0.93
|
|
|
$
|
1.05
|
|
Average realized price to EQT Corporation ($/Mcfe)
|
$
|
2.67
|
|
|
$
|
4.16
|
|
|
$
|
4.20
|
|
|
|
|
|
|
|
||||||
EQT Production total operating revenues, as reported on segment page
|
$
|
1,540,889
|
|
|
$
|
1,813,292
|
|
|
$
|
1,310,938
|
|
EQT Midstream total operating revenues, as reported on segment page
|
807,904
|
|
|
699,083
|
|
|
614,042
|
|
|||
Less: intersegment revenues, net
|
(9,031
|
)
|
|
(42,665
|
)
|
|
(62,969
|
)
|
|||
EQT Corporation total operating revenues, as reported in accordance with GAAP
|
$
|
2,339,762
|
|
|
$
|
2,469,710
|
|
|
$
|
1,862,011
|
|
|
|
Years Ended December 31,
|
||||||||||||||||
|
|
2015
|
|
2014
|
|
% change 2015 - 2014
|
|
2013
|
|
% change 2014 - 2013
|
||||||||
OPERATIONAL DATA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||
Sales volume detail (MMcfe):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Marcellus (a)
|
|
505,102
|
|
|
378,195
|
|
|
33.6
|
|
|
275,029
|
|
|
37.5
|
|
|||
Other (b)
|
|
97,980
|
|
|
98,065
|
|
|
(0.1
|
)
|
|
103,144
|
|
|
(4.9
|
)
|
|||
Total production sales volumes (c)
|
|
603,082
|
|
|
476,260
|
|
|
26.6
|
|
|
378,173
|
|
|
25.9
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
||||||||
Average daily sales volumes (MMcfe/d)
|
|
1,652
|
|
|
1,305
|
|
|
26.6
|
|
|
1,036
|
|
|
26.0
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
||||||||
Average realized price to EQT Production ($/Mcfe)
|
|
$
|
1.74
|
|
|
$
|
3.23
|
|
|
(46.1
|
)
|
|
$
|
3.15
|
|
|
2.5
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Lease operating expenses (LOE), excluding production taxes ($/Mcfe)
|
|
$
|
0.12
|
|
|
$
|
0.14
|
|
|
(14.3
|
)
|
|
$
|
0.15
|
|
|
(6.7
|
)
|
Production taxes ($/Mcfe)
|
|
$
|
0.09
|
|
|
$
|
0.14
|
|
|
(35.7
|
)
|
|
$
|
0.13
|
|
|
7.7
|
|
Production depletion ($/Mcfe)
|
|
$
|
1.18
|
|
|
$
|
1.22
|
|
|
(3.3
|
)
|
|
$
|
1.50
|
|
|
(18.7
|
)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
DD&A (thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Production depletion
|
|
$
|
713,651
|
|
|
$
|
582,624
|
|
|
22.5
|
|
|
$
|
568,990
|
|
|
2.4
|
|
Other DD&A
|
|
9,797
|
|
|
10,231
|
|
|
(4.2
|
)
|
|
9,651
|
|
|
6.0
|
|
|||
Total DD&A
|
|
$
|
723,448
|
|
|
$
|
592,855
|
|
|
22.0
|
|
|
$
|
578,641
|
|
|
2.5
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Capital expenditures (thousands) (d)
|
|
$
|
1,852,100
|
|
|
$
|
2,441,486
|
|
|
(24.1
|
)
|
|
$
|
1,423,185
|
|
|
71.6
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
FINANCIAL DATA (thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
|
||||||||
Production sales
|
|
$
|
1,155,834
|
|
|
$
|
1,704,758
|
|
|
(32.2
|
)
|
|
$
|
1,332,574
|
|
|
27.9
|
|
Gain (loss) for hedging ineffectiveness
|
|
—
|
|
|
24,774
|
|
|
(100.0
|
)
|
|
(21,335
|
)
|
|
(216.1
|
)
|
|||
Gain (loss) on derivatives not designated as hedges
|
|
385,055
|
|
|
83,760
|
|
|
359.7
|
|
|
(301
|
)
|
|
(27,927.2
|
)
|
|||
Total operating revenues
|
|
1,540,889
|
|
|
1,813,292
|
|
|
(15.0
|
)
|
|
1,310,938
|
|
|
38.3
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
||||||||
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Transportation and processing
|
|
274,379
|
|
|
200,562
|
|
|
36.8
|
|
|
142,281
|
|
|
41.0
|
|
|||
LOE, excluding production taxes
|
|
70,556
|
|
|
65,917
|
|
|
7.0
|
|
|
57,110
|
|
|
15.4
|
|
|||
Production taxes
|
|
53,109
|
|
|
67,571
|
|
|
(21.4
|
)
|
|
50,981
|
|
|
32.5
|
|
|||
Exploration expense
|
|
61,970
|
|
|
21,665
|
|
|
186.0
|
|
|
18,483
|
|
|
17.2
|
|
|||
SG&A
|
|
134,294
|
|
|
118,816
|
|
|
13.0
|
|
|
92,197
|
|
|
28.9
|
|
|||
DD&A
|
|
723,448
|
|
|
592,855
|
|
|
22.0
|
|
|
578,641
|
|
|
2.5
|
|
|||
Impairment of long-lived assets
|
|
118,268
|
|
|
267,339
|
|
|
(55.8
|
)
|
|
—
|
|
|
100.0
|
|
|||
Total operating expenses
|
|
1,436,024
|
|
|
1,334,725
|
|
|
7.6
|
|
|
939,693
|
|
|
42.0
|
|
|||
Gain on sale / exchange of assets
|
|
—
|
|
|
27,383
|
|
|
(100.0
|
)
|
|
—
|
|
|
100.0
|
|
|||
Operating income
|
|
$
|
104,865
|
|
|
$
|
505,950
|
|
|
(79.3
|
)
|
|
$
|
371,245
|
|
|
36.3
|
|
(a)
|
Includes Upper Devonian wells.
|
(b)
|
Includes 4,173 MMcfe of deep Utica sales volume for the year ended
December 31, 2015
.
|
(c)
|
NGLs and crude oil were converted to Mcfe at the rate of six Mcfe per barrel for all periods.
|
(d)
|
Includes
$167.3 million
of cash capital expenditures and
$349.2 million
of non-cash capital expenditures for the exchange of assets with Range Resources Corporation (Range) during the year ended December 31, 2014 and $114.2 million of cash capital expenditures for the purchase of acreage and Marcellus wells from Chesapeake Energy Corporation and its partners (Chesapeake) during the year ended December 31, 2013.
|
|
|
Years Ended December 31,
|
||||||||||||||||
|
|
2015
|
|
2014
|
|
% change 2015 - 2014
|
|
2013
|
|
% change 2014 - 2013
|
||||||||
OPERATIONAL DATA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Net operating revenues (thousands):
|
|
|
|
|
|
|
|
|
|
|
||||||||
Gathering
|
|
|
|
|
|
|
|
|
|
|
||||||||
Firm reservation fee revenues
|
|
$
|
272,758
|
|
|
$
|
42,604
|
|
|
540.2
|
|
|
$
|
5,155
|
|
|
726.5
|
|
Volumetric based fee revenues:
|
|
|
|
|
|
|
|
|
|
|
||||||||
Usage fees under firm contracts (a)
|
|
33,415
|
|
|
44,654
|
|
|
(25.2
|
)
|
|
—
|
|
|
100.0
|
|
|||
Usage fees under interruptible contracts
|
|
198,365
|
|
|
310,620
|
|
|
(36.1
|
)
|
|
346,255
|
|
|
(10.3
|
)
|
|||
Total volumetric based fee revenues
|
|
231,780
|
|
|
355,274
|
|
|
(34.8
|
)
|
|
346,255
|
|
|
2.6
|
|
|||
Total gathering revenues
|
|
$
|
504,538
|
|
|
$
|
397,878
|
|
|
26.8
|
|
|
$
|
351,410
|
|
|
13.2
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Transmission
|
|
|
|
|
|
|
|
|
|
|
||||||||
Firm reservation fee revenues
|
|
$
|
221,160
|
|
|
$
|
176,890
|
|
|
25.0
|
|
|
$
|
116,303
|
|
|
52.1
|
|
Volumetric based fee revenues:
|
|
|
|
|
|
|
|
|
|
|
||||||||
Usage fees under firm contracts (a)
|
|
42,035
|
|
|
41,528
|
|
|
1.2
|
|
|
42,080
|
|
|
(1.3
|
)
|
|||
Usage fees under interruptible contracts
|
|
4,481
|
|
|
8,080
|
|
|
(44.5
|
)
|
|
2,238
|
|
|
261.0
|
|
|||
Total volumetric based fee revenues
|
|
46,516
|
|
|
49,608
|
|
|
(6.2
|
)
|
|
44,318
|
|
|
11.9
|
|
|||
Total transmission revenues
|
|
$
|
267,676
|
|
|
$
|
226,498
|
|
|
18.2
|
|
|
$
|
160,621
|
|
|
41.0
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Storage, marketing and other net revenues
|
|
26,049
|
|
|
30,728
|
|
|
(15.2
|
)
|
|
33,555
|
|
|
(8.4
|
)
|
|||
Total net operating revenues
|
|
$
|
798,263
|
|
|
$
|
655,104
|
|
|
21.9
|
|
|
$
|
545,586
|
|
|
20.1
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Gathered volumes (BBtu per day):
|
|
|
|
|
|
|
|
|
|
|
||||||||
Firm reservation
|
|
1,149
|
|
|
172
|
|
|
568.0
|
|
|
—
|
|
|
100.0
|
|
|||
Volumetric based services (b)
|
|
918
|
|
|
1,445
|
|
|
(36.5
|
)
|
|
1,278
|
|
|
13.1
|
|
|||
Total gathered volumes
|
|
2,067
|
|
|
1,617
|
|
|
27.8
|
|
|
1,278
|
|
|
26.5
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
||||||||
Gathering and compression expense ($/MMBtu)
|
|
$
|
0.12
|
|
|
$
|
0.14
|
|
|
(14.3
|
)
|
|
$
|
0.18
|
|
|
(22.2
|
)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Transmission pipeline throughput (BBtu per day):
|
|
|
|
|
|
|
|
|
|
|
||||||||
Firm capacity reservation
|
|
1,841
|
|
|
1,405
|
|
|
31.0
|
|
|
855
|
|
|
64.3
|
|
|||
Volumetric based services (b)
|
|
281
|
|
|
389
|
|
|
(27.8
|
)
|
|
291
|
|
|
33.7
|
|
|||
Total transmission pipeline throughput
|
|
2,122
|
|
|
1,794
|
|
|
18.3
|
|
|
1,146
|
|
|
56.5
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
||||||||
Average contracted firm transmission reservation commitments (BBtu per day)
|
|
2,624
|
|
|
2,056
|
|
|
27.6
|
|
|
1,305
|
|
|
57.5
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
||||||||
Capital expenditures (thousands)
|
|
$
|
486,809
|
|
|
$
|
455,359
|
|
|
6.9
|
|
|
$
|
369,399
|
|
|
23.3
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
FINANCIAL DATA (thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||
Total operating revenues
|
|
$
|
807,904
|
|
|
$
|
699,083
|
|
|
15.6
|
|
|
$
|
614,042
|
|
|
13.8
|
|
Purchased gas costs
|
|
9,641
|
|
|
43,979
|
|
|
(78.1
|
)
|
|
68,456
|
|
|
(35.8
|
)
|
|||
Total net operating revenues
|
|
798,263
|
|
|
655,104
|
|
|
21.9
|
|
|
545,586
|
|
|
20.1
|
|
|||
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Operating and maintenance (O&M)
|
|
124,030
|
|
|
108,359
|
|
|
14.5
|
|
|
97,540
|
|
|
11.1
|
|
|||
SG&A
|
|
101,374
|
|
|
82,165
|
|
|
23.4
|
|
|
63,850
|
|
|
28.7
|
|
|||
DD&A
|
|
95,280
|
|
|
87,034
|
|
|
9.5
|
|
|
75,032
|
|
|
16.0
|
|
|||
Impairment of long-lived assets
|
|
4,201
|
|
|
—
|
|
|
100.0
|
|
|
—
|
|
|
—
|
|
|||
Total operating expenses
|
|
324,885
|
|
|
277,558
|
|
|
17.1
|
|
|
236,422
|
|
|
17.4
|
|
|||
Gain on sale / exchange of assets
|
|
—
|
|
|
6,763
|
|
|
(100.0
|
)
|
|
19,618
|
|
|
(65.5
|
)
|
|||
Operating income
|
|
$
|
473,378
|
|
|
$
|
384,309
|
|
|
23.2
|
|
|
$
|
328,782
|
|
|
16.9
|
|
(b)
|
Includes volumes gathered or transported under interruptible contracts and volumes in excess of firm contracted capacity.
|
|
|
Years Ended December 31,
|
||||||||||
|
|
2015
|
|
2014
|
|
2013
|
||||||
|
|
(Thousands)
|
||||||||||
Other income
|
|
$
|
9,953
|
|
|
$
|
6,853
|
|
|
$
|
9,242
|
|
|
|
Years Ended December 31,
|
||||||||||
|
|
2015
|
|
2014
|
|
2013
|
||||||
|
|
|
|
|
(Thousands)
|
|
|
|
||||
Interest expense
|
|
$
|
146,531
|
|
|
$
|
136,537
|
|
|
$
|
142,688
|
|
|
|
Years Ended December 31,
|
||||||||||
|
|
2015
|
|
2014
|
|
2013
|
||||||
|
|
(Thousands)
|
||||||||||
Income tax expense
|
|
$
|
104,675
|
|
|
$
|
214,092
|
|
|
$
|
175,186
|
|
|
|
Years Ended December 31,
|
||||||||||
|
|
2015
|
|
2014
|
|
2013
|
||||||
|
|
(Thousands)
|
||||||||||
Income from discontinued operations, net of tax
|
|
$
|
—
|
|
|
$
|
1,371
|
|
|
$
|
91,843
|
|
|
|
Years Ended December 31,
|
||||||||||
|
|
2015
|
|
2014
|
|
2013
|
||||||
|
|
(Thousands)
|
||||||||||
Net income attributable to noncontrolling interests
|
|
$
|
236,715
|
|
|
$
|
124,025
|
|
|
$
|
47,243
|
|
|
2015 Actual
|
|
2014 Actual
|
|
2013 Actual
|
||||||
Well development (primarily drilling and completion)
|
$
|
1,670
|
|
|
$
|
1,717
|
|
|
$
|
1,237
|
|
Property acquisitions
|
182
|
|
|
724
|
|
|
186
|
|
|||
Midstream infrastructure
|
487
|
|
|
455
|
|
|
369
|
|
|||
Other corporate items
|
5
|
|
|
4
|
|
|
5
|
|
|||
Total
|
$
|
2,344
|
|
|
$
|
2,900
|
|
|
$
|
1,797
|
|
Less: non-cash *
|
(90
|
)
|
|
448
|
|
|
70
|
|
|||
Total cash capital expenditures
|
$
|
2,434
|
|
|
$
|
2,452
|
|
|
$
|
1,727
|
|
Rating Service
|
|
Senior
Notes
|
|
Outlook
|
Moody’s Investors Service (Moody's)
|
|
Baa3
|
|
Under Review
|
Standard & Poor’s Ratings Service (S&P)
|
|
BBB
|
|
Stable
|
Fitch Ratings Service (Fitch)
|
|
BBB-
|
|
Stable
|
Rating Service
|
|
Senior
Notes
|
|
Outlook
|
Moody's
|
|
Ba1
|
|
Under Review
|
S&P
|
|
BBB-
|
|
Stable
|
Fitch
|
|
BBB-
|
|
Stable
|
|
|
2016**
|
|
2017**
|
|
2018**
|
||||||
NYMEX Swaps
|
|
|
|
|
|
|
|
|
|
|||
Total Volume (Bcf)
|
|
280
|
|
|
156
|
|
|
71
|
|
|||
Average Price per Mcf (NYMEX)*
|
|
$
|
3.69
|
|
|
$
|
3.44
|
|
|
$
|
3.16
|
|
Fixed Price Physical Sales ***
|
|
|
|
|
|
|
||||||
Total Volume (Bcf)
|
|
44
|
|
|
9
|
|
|
—
|
|
|||
Average Price per Mcf (NYMEX)*
|
|
$
|
2.92
|
|
|
$
|
3.10
|
|
|
$
|
—
|
|
Collars
|
|
|
|
|
|
|
|
|
|
|||
Total Volume (Bcf)
|
|
—
|
|
|
7
|
|
|
—
|
|
|||
Average Floor Price per Mcf (NYMEX)*
|
|
$
|
—
|
|
|
$
|
3.15
|
|
|
$
|
—
|
|
Average Cap Price per Mcf (NYMEX)*
|
|
$
|
—
|
|
|
$
|
4.03
|
|
|
$
|
—
|
|
|
|
Total
|
|
2016
|
|
2017-2018
|
|
2019-2020
|
|
2021+
|
||||||||||
|
|
(Thousands)
|
||||||||||||||||||
Purchase obligations
|
|
$
|
11,739,426
|
|
|
$
|
381,570
|
|
|
$
|
840,301
|
|
|
$
|
1,477,370
|
|
|
$
|
9,040,185
|
|
Long-term debt
|
|
2,818,200
|
|
|
—
|
|
|
708,000
|
|
|
711,200
|
|
|
1,399,000
|
|
|||||
Interest payments on long-term debt (a)
|
|
793,667
|
|
|
169,645
|
|
|
305,704
|
|
|
162,174
|
|
|
156,144
|
|
|||||
Credit facility borrowings
|
|
299,000
|
|
|
299,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Operating leases
|
|
155,460
|
|
|
41,526
|
|
|
51,238
|
|
|
21,617
|
|
|
41,079
|
|
|||||
Pension and other post-retirement benefits
|
|
48,800
|
|
|
24,599
|
|
|
3,224
|
|
|
2,954
|
|
|
18,023
|
|
|||||
Other liabilities
|
|
9,484
|
|
|
9,484
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total contractual obligations
|
|
$
|
15,864,037
|
|
|
$
|
925,824
|
|
|
$
|
1,908,467
|
|
|
$
|
2,375,315
|
|
|
$
|
10,654,431
|
|
(a)
|
Interest payments exclude interest due related to the credit facility borrowings as the interest rate on the credit facility agreement is variable.
|
|
|
Page Reference
|
|
|
|
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
|
2015
|
|
2014
|
|
2013
|
||||||
|
(Thousands except per share amounts)
|
||||||||||
Revenues:
|
|
|
|
|
|
||||||
Sales of natural gas, oil and NGLs
|
$
|
1,690,360
|
|
|
$
|
2,132,409
|
|
|
$
|
1,710,245
|
|
Pipeline and marketing services
|
263,640
|
|
|
256,359
|
|
|
148,932
|
|
|||
Gain on derivatives not designated as hedges
|
385,762
|
|
|
80,942
|
|
|
2,834
|
|
|||
Total operating revenues
|
2,339,762
|
|
|
2,469,710
|
|
|
1,862,011
|
|
|||
|
|
|
|
|
|
||||||
Operating expenses:
|
|
|
|
|
|
|
|
|
|||
Transportation and processing
|
275,348
|
|
|
202,203
|
|
|
148,708
|
|
|||
Operation and maintenance
|
124,030
|
|
|
108,283
|
|
|
97,762
|
|
|||
Production
|
123,665
|
|
|
133,488
|
|
|
108,091
|
|
|||
Exploration
|
61,970
|
|
|
21,716
|
|
|
18,483
|
|
|||
Selling, general and administrative
|
249,925
|
|
|
238,134
|
|
|
200,849
|
|
|||
Depreciation, depletion and amortization
|
819,216
|
|
|
679,298
|
|
|
653,132
|
|
|||
Impairment of long-lived assets
|
122,469
|
|
|
267,339
|
|
|
—
|
|
|||
Total operating expenses
|
1,776,623
|
|
|
1,650,461
|
|
|
1,227,025
|
|
|||
|
|
|
|
|
|
||||||
Gain on sale / exchange of assets
|
—
|
|
|
34,146
|
|
|
19,618
|
|
|||
Operating income
|
563,139
|
|
|
853,395
|
|
|
654,604
|
|
|||
|
|
|
|
|
|
||||||
Other income
|
9,953
|
|
|
6,853
|
|
|
9,242
|
|
|||
Interest expense
|
146,531
|
|
|
136,537
|
|
|
142,688
|
|
|||
Income before income taxes
|
426,561
|
|
|
723,711
|
|
|
521,158
|
|
|||
Income tax expense
|
104,675
|
|
|
214,092
|
|
|
175,186
|
|
|||
Income from continuing operations
|
321,886
|
|
|
509,619
|
|
|
345,972
|
|
|||
Income from discontinued operations, net of tax
|
—
|
|
|
1,371
|
|
|
91,843
|
|
|||
Net income
|
321,886
|
|
|
510,990
|
|
|
437,815
|
|
|||
Less: Net income attributable to noncontrolling interests
|
236,715
|
|
|
124,025
|
|
|
47,243
|
|
|||
Net income attributable to EQT Corporation
|
$
|
85,171
|
|
|
$
|
386,965
|
|
|
$
|
390,572
|
|
|
|
|
|
|
|
||||||
Amounts attributable to EQT Corporation:
|
|
|
|
|
|
|
|
|
|||
Income from continuing operations
|
$
|
85,171
|
|
|
$
|
385,594
|
|
|
$
|
298,729
|
|
Income from discontinued operations, net of tax
|
—
|
|
|
1,371
|
|
|
91,843
|
|
|||
Net income
|
$
|
85,171
|
|
|
$
|
386,965
|
|
|
$
|
390,572
|
|
|
|
|
|
|
|
||||||
Earnings per share of common stock attributable to EQT Corporation:
|
|
|
|
|
|
|
|
|
|||
Basic:
|
|
|
|
|
|
|
|
|
|||
Weighted average common stock outstanding
|
152,398
|
|
|
151,553
|
|
|
150,574
|
|
|||
Income from continuing operations
|
$
|
0.56
|
|
|
$
|
2.54
|
|
|
$
|
1.98
|
|
Income from discontinued operations, net of tax
|
—
|
|
|
0.01
|
|
|
0.61
|
|
|||
Net income
|
$
|
0.56
|
|
|
$
|
2.55
|
|
|
$
|
2.59
|
|
|
|
|
|
|
|
||||||
Diluted:
|
|
|
|
|
|
|
|
|
|||
Weighted average common stock outstanding
|
152,939
|
|
|
152,513
|
|
|
151,787
|
|
|||
Income from continuing operations
|
$
|
0.56
|
|
|
$
|
2.53
|
|
|
$
|
1.97
|
|
Income from discontinued operations, net of tax
|
—
|
|
|
0.01
|
|
|
0.60
|
|
|||
Net income
|
$
|
0.56
|
|
|
$
|
2.54
|
|
|
$
|
2.57
|
|
|
2015
|
|
2014
|
|
2013
|
||||||
|
(Thousands)
|
||||||||||
Net income
|
$
|
321,886
|
|
|
$
|
510,990
|
|
|
$
|
437,815
|
|
|
|
|
|
|
|
||||||
Other comprehensive (loss) income, net of tax:
|
|
|
|
|
|
|
|
|
|||
Net change in cash flow hedges:
|
|
|
|
|
|
|
|
|
|||
Natural gas, net of tax (benefit) expense of ($102,271), $102,850 and ($50,200)
|
(152,359
|
)
|
|
155,422
|
|
|
(76,489
|
)
|
|||
Interest rate, net of tax expense of $100, $104 and $63
|
144
|
|
|
145
|
|
|
144
|
|
|||
Pension and other post-retirement benefits liability adjustment, net of tax (benefit) expense of ($564), ($515) and $16,115
|
(901
|
)
|
|
(776
|
)
|
|
21,501
|
|
|||
Other comprehensive (loss) income
|
(153,116
|
)
|
|
154,791
|
|
|
(54,844
|
)
|
|||
Comprehensive income
|
168,770
|
|
|
665,781
|
|
|
382,971
|
|
|||
Less: Comprehensive income attributable to noncontrolling interests
|
236,715
|
|
|
124,025
|
|
|
47,243
|
|
|||
Comprehensive (loss) income attributable to EQT Corporation
|
$
|
(67,945
|
)
|
|
$
|
541,756
|
|
|
$
|
335,728
|
|
|
2015
|
|
2014
|
|
2013
|
||||||
|
(Thousands)
|
||||||||||
Cash flows from operating activities:
|
|
|
|
|
|
|
|
|
|||
Net income
|
$
|
321,886
|
|
|
$
|
510,990
|
|
|
$
|
437,815
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
|
|
|
|||
Deferred income taxes
|
17,876
|
|
|
32,021
|
|
|
110,363
|
|
|||
Depreciation, depletion and amortization
|
819,216
|
|
|
679,298
|
|
|
676,570
|
|
|||
Impairment of long-lived assets and exploratory well costs
|
182,242
|
|
|
281,979
|
|
|
14,198
|
|
|||
Gain on sale / exchange of assets
|
—
|
|
|
(34,146
|
)
|
|
(19,618
|
)
|
|||
Gain on dispositions included in discontinued operations
|
—
|
|
|
(2,898
|
)
|
|
(166,276
|
)
|
|||
(Recoveries of) provision for losses on accounts receivable
|
(1,903
|
)
|
|
88
|
|
|
2,957
|
|
|||
Other income
|
(9,953
|
)
|
|
(6,853
|
)
|
|
(9,508
|
)
|
|||
Stock-based compensation expense
|
58,629
|
|
|
42,123
|
|
|
52,618
|
|
|||
(Gain) loss recognized in operating revenues for hedging ineffectiveness
|
—
|
|
|
(24,774
|
)
|
|
21,335
|
|
|||
Gain on derivatives not designated as hedges
|
(385,762
|
)
|
|
(80,942
|
)
|
|
(2,834
|
)
|
|||
Cash settlements on derivatives not designated as hedges
|
172,093
|
|
|
34,239
|
|
|
1,115
|
|
|||
Changes in other assets and liabilities:
|
|
|
|
|
|
|
|
|
|||
Dividend from Nora Gathering, LLC
|
—
|
|
|
9,463
|
|
|
9,000
|
|
|||
Excess tax benefits on stock-based compensation
|
(22,945
|
)
|
|
(33,216
|
)
|
|
(12,251
|
)
|
|||
Accounts receivable
|
131,031
|
|
|
(70,392
|
)
|
|
(44,818
|
)
|
|||
Accounts payable
|
(37,623
|
)
|
|
30,350
|
|
|
15,990
|
|
|||
Other items, net
|
(27,847
|
)
|
|
47,412
|
|
|
76,205
|
|
|||
Net cash provided by operating activities
|
1,216,940
|
|
|
1,414,742
|
|
|
1,162,861
|
|
|||
|
|
|
|
|
|
||||||
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|||
Capital expenditures from continuing operations
|
(2,434,018
|
)
|
|
(2,277,306
|
)
|
|
(1,612,501
|
)
|
|||
Capital expenditures for acquisitions
|
—
|
|
|
(174,184
|
)
|
|
(114,224
|
)
|
|||
Capital expenditures from discontinued operations
|
—
|
|
|
—
|
|
|
(36,637
|
)
|
|||
Dry hole costs
|
(17,130
|
)
|
|
(166
|
)
|
|
—
|
|
|||
Capital contributions to Mountain Valley Pipeline, LLC, net of sales of interest
|
(74,459
|
)
|
|
—
|
|
|
—
|
|
|||
Proceeds from sale of assets
|
—
|
|
|
7,444
|
|
|
740,587
|
|
|||
Proceeds from sale of energy marketing contracts
|
—
|
|
|
—
|
|
|
23,000
|
|
|||
Net cash used in investing activities
|
(2,525,607
|
)
|
|
(2,444,212
|
)
|
|
(999,775
|
)
|
|||
|
|
|
|
|
|
||||||
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|||
Proceeds from the issuance of common units of EQT Midstream Partners, LP, net of issuance costs
|
1,182,002
|
|
|
902,467
|
|
|
529,442
|
|
|||
Proceeds from the sale of common units of EQT GP Holdings, LP, net of sale costs
|
673,964
|
|
|
—
|
|
|
—
|
|
|||
Proceeds from issuance of EQT Midstream Partners, LP debt
|
—
|
|
|
500,000
|
|
|
—
|
|
|||
Increase in borrowings on credit facility
|
617,000
|
|
|
450,000
|
|
|
178,500
|
|
|||
Decrease in borrowings on credit facility
|
(318,000
|
)
|
|
(450,000
|
)
|
|
(178,500
|
)
|
|||
Dividends paid
|
(18,310
|
)
|
|
(18,207
|
)
|
|
(18,094
|
)
|
|||
Distributions to noncontrolling interests
|
(121,759
|
)
|
|
(67,819
|
)
|
|
(32,781
|
)
|
|||
Repayments and retirements of long-term debt
|
(169,004
|
)
|
|
(11,162
|
)
|
|
(23,204
|
)
|
|||
Proceeds and excess tax benefits from awards under employee compensation plans
|
36,965
|
|
|
52,373
|
|
|
45,137
|
|
|||
Cash paid for taxes related to net settlement of share-based incentive awards
|
(47,013
|
)
|
|
(51,262
|
)
|
|
—
|
|
|||
Debt issuance costs and revolving credit facility origination fees
|
—
|
|
|
(12,764
|
)
|
|
—
|
|
|||
Repurchase and retirement of common stock
|
(3,375
|
)
|
|
(32,368
|
)
|
|
—
|
|
|||
Net cash provided by financing activities
|
1,832,470
|
|
|
1,261,258
|
|
|
500,500
|
|
|||
Net change in cash and cash equivalents
|
523,803
|
|
|
231,788
|
|
|
663,586
|
|
|||
Cash and cash equivalents at beginning of year
|
1,077,429
|
|
|
845,641
|
|
|
182,055
|
|
|||
Cash and cash equivalents at end of year
|
$
|
1,601,232
|
|
|
$
|
1,077,429
|
|
|
$
|
845,641
|
|
|
|
|
|
|
|
||||||
Cash paid during the year for:
|
|
|
|
|
|
|
|
|
|||
Interest, net of amount capitalized
|
$
|
147,550
|
|
|
$
|
128,567
|
|
|
$
|
143,187
|
|
Income taxes, net
|
$
|
95,708
|
|
|
$
|
204,818
|
|
|
$
|
163,703
|
|
|
2015
|
|
2014
|
||||
|
(Thousands)
|
||||||
Assets
|
|
|
|
|
|
||
Current assets:
|
|
|
|
|
|
||
Cash and cash equivalents
|
$
|
1,601,232
|
|
|
$
|
1,077,429
|
|
Accounts receivable (less accumulated provision for doubtful accounts: $3,018 in 2015; $5,311 in 2014)
|
176,957
|
|
|
306,085
|
|
||
Derivative instruments, at fair value
|
417,397
|
|
|
458,460
|
|
||
Prepaid expenses and other
|
55,433
|
|
|
62,349
|
|
||
Total current assets
|
2,251,019
|
|
|
1,904,323
|
|
||
|
|
|
|
||||
Property, plant and equipment
|
15,635,549
|
|
|
13,427,429
|
|
||
Less: accumulated depreciation and depletion
|
4,163,528
|
|
|
3,350,615
|
|
||
Net property, plant and equipment
|
11,472,021
|
|
|
10,076,814
|
|
||
|
|
|
|
||||
Other assets
|
253,132
|
|
|
54,216
|
|
||
Total assets
|
$
|
13,976,172
|
|
|
$
|
12,035,353
|
|
|
2015
|
|
2014
|
||||
|
(Thousands)
|
||||||
Liabilities and Stockholders’ Equity
|
|
|
|
|
|
||
Current liabilities:
|
|
|
|
|
|
||
Current portion of long-term debt
|
$
|
—
|
|
|
$
|
165,874
|
|
Credit facility borrowings
|
299,000
|
|
|
—
|
|
||
Accounts payable
|
291,550
|
|
|
444,077
|
|
||
Derivative instruments, at fair value
|
23,434
|
|
|
22,942
|
|
||
Other current liabilities
|
181,835
|
|
|
200,449
|
|
||
Total current liabilities
|
795,819
|
|
|
833,342
|
|
||
|
|
|
|
||||
Long-term debt
|
2,793,343
|
|
|
2,793,479
|
|
||
Deferred income taxes
|
1,972,170
|
|
|
1,750,870
|
|
||
Other liabilities and credits
|
386,798
|
|
|
284,599
|
|
||
Total liabilities
|
5,948,130
|
|
|
5,662,290
|
|
||
|
|
|
|
||||
Equity:
|
|
|
|
|
|
||
Stockholders’ equity
|
|
|
|
|
|
||
Common stock, no par value, authorized 320,000 shares, shares issued: 158,347 in 2015 and 175,384 in 2014
|
2,153,280
|
|
|
1,895,632
|
|
||
Treasury stock, shares at cost: 5,793 in 2015 (including 292 held in rabbi trust) and 23,788 in 2014
|
(104,079
|
)
|
|
(429,440
|
)
|
||
Retained earnings
|
2,982,212
|
|
|
2,917,129
|
|
||
Accumulated other comprehensive income
|
46,378
|
|
|
199,494
|
|
||
Total common stockholders’ equity
|
5,077,791
|
|
|
4,582,815
|
|
||
Noncontrolling interests in consolidated subsidiaries
|
2,950,251
|
|
|
1,790,248
|
|
||
Total equity
|
8,028,042
|
|
|
6,373,063
|
|
||
Total liabilities and equity
|
$
|
13,976,172
|
|
|
$
|
12,035,353
|
|
|
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, 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
|
|
Comprehensive income (net of tax):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Net income
|
|
|
|
|
|
|
85,171
|
|
|
|
|
|
236,715
|
|
|
321,886
|
|
|||||
Net change in cash flow hedges:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Natural gas, net of tax of ($102,271)
|
|
|
|
|
|
|
|
|
|
(152,359
|
)
|
|
|
|
|
(152,359
|
)
|
|||||
Interest rate, net of tax of $100
|
|
|
|
|
|
|
|
|
|
144
|
|
|
|
|
|
144
|
|
|||||
Pension and other post-retirement benefits liability adjustment, net of tax of ($564)
|
|
|
|
|
|
|
|
|
|
(901
|
)
|
|
|
|
|
(901
|
)
|
|||||
Dividends ($0.12 per share)
|
|
|
|
|
|
|
(18,310
|
)
|
|
|
|
|
|
|
|
(18,310
|
)
|
|||||
Stock-based compensation plans, net
|
996
|
|
|
77,378
|
|
|
|
|
|
|
|
|
1,056
|
|
|
78,434
|
|
|||||
Distributions to noncontrolling interests ($2.505 and $0.15139 per common unit for EQT Midstream Partners, LP and EQT GP Holdings, LP, respectively)
|
|
|
|
|
|
|
|
|
|
|
|
|
(121,759
|
)
|
|
(121,759
|
)
|
|||||
Issuance of common units of EQT Midstream Partners, LP
|
|
|
|
|
|
|
|
|
1,182,002
|
|
|
1,182,002
|
|
|||||||||
Sale of common units of EQT GP Holdings, LP
|
|
|
|
|
|
|
|
|
673,964
|
|
|
673,964
|
|
|||||||||
Changes in ownership of consolidated subsidiaries
|
|
|
507,228
|
|
|
|
|
|
|
(811,975
|
)
|
|
(304,747
|
)
|
||||||||
Repurchase and retirement of common stock
|
(38
|
)
|
|
(1,597
|
)
|
|
(1,778
|
)
|
|
|
|
|
|
|
|
(3,375
|
)
|
|||||
Balance, December 31, 2015
|
152,554
|
|
|
$
|
2,049,201
|
|
|
$
|
2,982,212
|
|
|
$
|
46,378
|
|
|
$
|
2,950,251
|
|
|
$
|
8,028,042
|
|
|
As of December 31,
|
||||||
|
2015
|
|
2014
|
||||
|
(Thousands)
|
||||||
Oil and gas producing properties, successful efforts method
|
$
|
11,816,769
|
|
|
$
|
10,082,825
|
|
Accumulated depreciation and depletion
|
(3,425,618
|
)
|
|
(2,693,535
|
)
|
||
Net oil and gas producing properties
|
8,391,151
|
|
|
7,389,290
|
|
||
Midstream plant
|
3,703,994
|
|
|
3,234,370
|
|
||
Accumulated depreciation and amortization
|
(685,398
|
)
|
|
(606,998
|
)
|
||
Net midstream plant
|
3,018,596
|
|
|
2,627,372
|
|
||
Other properties, at cost less accumulated depreciation
|
62,274
|
|
|
60,152
|
|
||
Net property, plant and equipment
|
$
|
11,472,021
|
|
|
$
|
10,076,814
|
|
|
Years Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
|
(Thousands)
|
||||||||||
Net revenues
|
$
|
309,984
|
|
|
$
|
267,997
|
|
|
$
|
184,767
|
|
Operating expenses
|
$
|
109,954
|
|
|
$
|
89,617
|
|
|
$
|
71,517
|
|
|
As of December 31,
|
||||||
|
2015
|
|
2014
|
||||
|
(Thousands)
|
||||||
Property, plant & equipment
|
$
|
1,356,206
|
|
|
$
|
1,160,696
|
|
Accumulated depreciation and amortization
|
(193,349
|
)
|
|
(188,884
|
)
|
||
Net property, plant & equipment
|
$
|
1,162,857
|
|
|
$
|
971,812
|
|
|
December 31,
|
||||||
|
2015
|
|
2014
|
||||
|
(Thousands)
|
||||||
Incentive compensation
|
$
|
67,049
|
|
|
$
|
70,826
|
|
Taxes other than income
|
44,925
|
|
|
52,035
|
|
||
Accrued interest payable
|
36,330
|
|
|
37,349
|
|
||
All other accrued liabilities
|
33,531
|
|
|
40,239
|
|
||
Total other current liabilities
|
$
|
181,835
|
|
|
$
|
200,449
|
|
|
Years Ended December 31,
|
||||||
|
2015
|
|
2014
|
||||
|
(Thousands)
|
||||||
Asset retirement obligation as of beginning of period
|
$
|
140,086
|
|
|
$
|
116,045
|
|
Accretion expense
|
10,646
|
|
|
9,420
|
|
||
Liabilities incurred
|
2,251
|
|
|
16,953
|
|
||
Liabilities settled
|
(5,027
|
)
|
|
(14,025
|
)
|
||
Change in estimates
|
20,186
|
|
|
11,693
|
|
||
Asset retirement obligation as of end of period
|
$
|
168,142
|
|
|
$
|
140,086
|
|
|
As of December 31,
|
||||||
|
2015
|
|
2014
|
||||
|
(Thousands)
|
||||||
Net gain from natural gas hedging transactions
|
$
|
64,762
|
|
|
$
|
217,121
|
|
Net loss from interest rate swaps
|
(843
|
)
|
|
(987
|
)
|
||
Pension and other post-retirement benefits liability adjustment
|
(17,541
|
)
|
|
(16,640
|
)
|
||
Accumulated OCI
|
$
|
46,378
|
|
|
$
|
199,494
|
|
|
Years Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
|
(Thousands)
|
||||||||||
Operating revenues
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
332,947
|
|
|
|
|
|
|
|
||||||
Income from discontinued operations before income taxes
|
—
|
|
|
2,377
|
|
|
251,378
|
|
|||
Income taxes
|
—
|
|
|
1,006
|
|
|
159,535
|
|
|||
Income from discontinued operations, net of tax
|
$
|
—
|
|
|
$
|
1,371
|
|
|
$
|
91,843
|
|
|
|
Years Ended December 31,
|
||||||||||
|
|
2015
|
|
2014
|
|
2013
|
||||||
|
|
|
|
|
(Thousands)
|
|
|
|
||||
Revenues from external customers, including affiliates:
|
|
|
|
|
|
|
|
|
|
|||
EQT Production
|
|
$
|
1,540,889
|
|
|
$
|
1,813,292
|
|
|
$
|
1,310,938
|
|
EQT Midstream
|
|
807,904
|
|
|
699,083
|
|
|
614,042
|
|
|||
Less intersegment revenues, net (a)
|
|
(9,031
|
)
|
|
(42,665
|
)
|
|
(62,969
|
)
|
|||
Total
|
|
$
|
2,339,762
|
|
|
$
|
2,469,710
|
|
|
$
|
1,862,011
|
|
|
|
|
|
|
|
|
||||||
Operating income:
|
|
|
|
|
|
|
|
|
|
|||
EQT Production (b)
|
|
$
|
104,865
|
|
|
$
|
505,950
|
|
|
$
|
371,245
|
|
EQT Midstream (b)
|
|
473,378
|
|
|
384,309
|
|
|
328,782
|
|
|||
Unallocated expenses (c)
|
|
(15,104
|
)
|
|
(36,864
|
)
|
|
(45,423
|
)
|
|||
Total operating income
|
|
$
|
563,139
|
|
|
$
|
853,395
|
|
|
$
|
654,604
|
|
|
|
|
|
|
|
|
||||||
Reconciliation of operating income to income from continuing operations:
|
||||||||||||
Other income
|
|
$
|
9,953
|
|
|
$
|
6,853
|
|
|
$
|
9,242
|
|
Interest expense
|
|
146,531
|
|
|
136,537
|
|
|
142,688
|
|
|||
Income tax expense
|
|
104,675
|
|
|
214,092
|
|
|
175,186
|
|
|||
Income from continuing operations
|
|
$
|
321,886
|
|
|
$
|
509,619
|
|
|
$
|
345,972
|
|
|
|
As of December 31,
|
||||||||||
|
|
2015
|
|
2014
|
|
2013
|
||||||
|
|
(Thousands)
|
||||||||||
Segment assets:
|
|
|
|
|
|
|
|
|
||||
EQT Production
|
|
$
|
8,995,853
|
|
|
$
|
8,153,199
|
|
|
$
|
6,359,065
|
|
EQT Midstream
|
|
3,226,138
|
|
|
2,709,052
|
|
|
2,514,429
|
|
|||
Total operating segments
|
|
12,221,991
|
|
|
10,862,251
|
|
|
8,873,494
|
|
|||
Headquarters assets, including cash and short-term investments
|
|
1,754,181
|
|
|
1,173,102
|
|
|
892,413
|
|
|||
Total assets
|
|
$
|
13,976,172
|
|
|
$
|
12,035,353
|
|
|
$
|
9,765,907
|
|
|
|
Years Ended December 31,
|
||||||||||
|
|
2015
|
|
2014
|
|
2013
|
||||||
|
|
|
|
(Thousands)
|
|
|
||||||
Depreciation, depletion and amortization:
|
|
|
|
|
|
|
|
|
|
|||
EQT Production
|
|
$
|
723,448
|
|
|
$
|
592,855
|
|
|
$
|
578,641
|
|
EQT Midstream
|
|
95,280
|
|
|
87,034
|
|
|
75,032
|
|
|||
Other
|
|
488
|
|
|
(591
|
)
|
|
(541
|
)
|
|||
Total
|
|
$
|
819,216
|
|
|
$
|
679,298
|
|
|
$
|
653,132
|
|
|
|
|
|
|
|
|
||||||
Expenditures for segment assets: (d)
|
|
|
|
|
|
|
|
|
|
|||
EQT Production (e)
|
|
$
|
1,852,100
|
|
|
$
|
2,441,486
|
|
|
$
|
1,423,185
|
|
EQT Midstream
|
|
486,809
|
|
|
455,359
|
|
|
369,399
|
|
|||
Other
|
|
5,505
|
|
|
3,341
|
|
|
4,292
|
|
|||
Total
|
|
$
|
2,344,414
|
|
|
$
|
2,900,186
|
|
|
$
|
1,796,876
|
|
|
|
Years Ended December 31,
|
||||||||||
|
|
2015
|
|
2014
|
|
2013
|
||||||
|
|
(Thousands)
|
||||||||||
Commodity derivatives designated as cash flow hedges
|
|
|
|
|
|
|
|
|
|
|||
Amount of gain recognized in OCI (effective portion), net of tax
|
|
$
|
—
|
|
|
$
|
156,207
|
|
|
$
|
10,669
|
|
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 gain (loss) reclassified from accumulated OCI, net of tax, into operating revenues (effective portion)
|
|
152,359
|
|
|
(15,950
|
)
|
|
87,158
|
|
|||
Amount of gain (loss) recognized in operating revenues (ineffective portion) (a)
|
|
—
|
|
|
24,774
|
|
|
(21,335
|
)
|
|||
|
|
|
|
|
|
|
||||||
Interest rate derivatives designated as cash flow hedges
|
|
|
|
|
|
|
|
|
|
|||
Amount of loss reclassified from accumulated OCI, net of tax, into interest expense (effective portion)
|
|
$
|
(144
|
)
|
|
$
|
(145
|
)
|
|
$
|
(144
|
)
|
|
|
|
|
|
|
|
||||||
Commodity derivatives designated as fair value hedges (b)
|
|
|
|
|
|
|
|
|
|
|||
Amount of loss recognized in operating revenues for fair value commodity contracts
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(1,341
|
)
|
Fair value gain recognized in operating revenues for inventory designated as hedged item
|
|
—
|
|
|
—
|
|
|
386
|
|
|||
|
|
|
|
|
|
|
||||||
Derivatives not designated as hedging
instruments
|
|
|
|
|
|
|
|
|
||||
Amount of gain recognized in operating revenues
|
|
$
|
385,762
|
|
|
$
|
80,942
|
|
|
$
|
2,834
|
|
As of December 31, 2015
|
|
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
|
|
$
|
417,397
|
|
|
$
|
(19,909
|
)
|
|
$
|
—
|
|
|
$
|
397,488
|
|
Liability derivatives:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Derivative instruments, at fair value
|
|
$
|
23,434
|
|
|
$
|
(19,909
|
)
|
|
$
|
—
|
|
|
$
|
3,525
|
|
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
|
)
|
|
$
|
—
|
|
|
|
|
|
Fair value measurements at reporting date using
|
||||||||||||
Description
|
|
December 31, 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
|
|
$
|
417,397
|
|
|
$
|
—
|
|
|
$
|
417,397
|
|
|
$
|
—
|
|
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Derivative instruments, at fair value
|
|
$
|
23,434
|
|
|
$
|
—
|
|
|
$
|
23,434
|
|
|
$
|
—
|
|
|
|
|
|
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
|
|
|
$
|
—
|
|
|
|
Years Ended December 31,
|
||||||||||
|
|
2015
|
|
2014
|
|
2013
|
||||||
|
|
(Thousands)
|
||||||||||
Current:
|
|
|
|
|
|
|
|
|
|
|||
Federal
|
|
$
|
85,696
|
|
|
$
|
164,935
|
|
|
$
|
100,796
|
|
State
|
|
1,103
|
|
|
17,136
|
|
|
46,758
|
|
|||
Subtotal
|
|
86,799
|
|
|
182,071
|
|
|
147,554
|
|
|||
Deferred:
|
|
|
|
|
|
|
|
|
|
|||
Federal
|
|
(109,642
|
)
|
|
38,357
|
|
|
51,767
|
|
|||
State
|
|
127,518
|
|
|
(6,336
|
)
|
|
(23,940
|
)
|
|||
Subtotal
|
|
17,876
|
|
|
32,021
|
|
|
27,827
|
|
|||
Amortization of deferred investment tax credit
|
|
—
|
|
|
—
|
|
|
(195
|
)
|
|||
Total income taxes
|
|
$
|
104,675
|
|
|
$
|
214,092
|
|
|
$
|
175,186
|
|
|
|
Years Ended December 31,
|
||||||||||
|
|
2015
|
|
2014
|
|
2013
|
||||||
|
|
(Thousands)
|
||||||||||
Tax at statutory rate
|
|
$
|
149,296
|
|
|
$
|
253,299
|
|
|
$
|
182,406
|
|
State income taxes
|
|
(7,566
|
)
|
|
(2,992
|
)
|
|
26,012
|
|
|||
Valuation allowance
|
|
91,144
|
|
|
10,012
|
|
|
(9,832
|
)
|
|||
Noncontrolling partners’ share of EQGP and EQM earnings
|
|
(82,850
|
)
|
|
(43,409
|
)
|
|
(16,535
|
)
|
|||
Regulatory asset
|
|
(35,438
|
)
|
|
—
|
|
|
—
|
|
|||
Research and experimentation credit
|
|
(7,243
|
)
|
|
(468
|
)
|
|
(375
|
)
|
|||
Other
|
|
(2,668
|
)
|
|
(2,350
|
)
|
|
(6,490
|
)
|
|||
Income tax expense
|
|
$
|
104,675
|
|
|
$
|
214,092
|
|
|
$
|
175,186
|
|
Effective tax rate
|
|
24.5
|
%
|
|
29.6
|
%
|
|
33.6
|
%
|
|
|
2015
|
|
2014
|
|
2013
|
||||||
|
|
(Thousands)
|
||||||||||
Balance at January 1
|
|
$
|
56,957
|
|
|
$
|
57,087
|
|
|
$
|
17,858
|
|
Additions based on tax positions related to current year
|
|
152,983
|
|
|
1,195
|
|
|
49,289
|
|
|||
Additions for tax positions of prior years
|
|
50,688
|
|
|
93
|
|
|
—
|
|
|||
Reductions for tax positions of prior years
|
|
(1,327
|
)
|
|
(1,418
|
)
|
|
(790
|
)
|
|||
Lapse of statute of limitations
|
|
—
|
|
|
—
|
|
|
(9,270
|
)
|
|||
Balance at December 31
|
|
$
|
259,301
|
|
|
$
|
56,957
|
|
|
$
|
57,087
|
|
|
|
As of December 31,
|
||||||
|
|
2015
|
|
2014
|
||||
|
|
(Thousands)
|
||||||
Deferred income taxes:
|
|
|
|
|
|
|
||
Total deferred income tax assets
|
|
$
|
(827,161
|
)
|
|
$
|
(971,531
|
)
|
Total deferred income tax liabilities
|
|
2,799,331
|
|
|
2,700,467
|
|
||
Total net deferred income tax liabilities
|
|
1,972,170
|
|
|
1,728,936
|
|
||
Total deferred income tax liabilities (assets)
|
|
|
|
|
|
|
||
Drilling and development costs expensed for income tax reporting
|
|
1,421,581
|
|
|
1,391,156
|
|
||
Tax depreciation in excess of book depreciation
|
|
1,224,377
|
|
|
1,154,082
|
|
||
Accumulated OCI
|
|
29,154
|
|
|
130,770
|
|
||
Post-retirement benefits
|
|
3,326
|
|
|
3,146
|
|
||
Incentive compensation and deferred compensation plans
|
|
(75,143
|
)
|
|
(65,086
|
)
|
||
Net operating loss carryforwards
|
|
(214,714
|
)
|
|
(212,718
|
)
|
||
Investment in EQGP and EQM
|
|
(426,343
|
)
|
|
(336,394
|
)
|
||
Alternative minimum tax credit carryforward
|
|
(267,045
|
)
|
|
(412,345
|
)
|
||
Unrealized hedge gains
|
|
107,854
|
|
|
21,314
|
|
||
Other
|
|
13,039
|
|
|
(9,976
|
)
|
||
Total excluding valuation allowances
|
|
1,816,086
|
|
|
1,663,949
|
|
||
Valuation allowance
|
|
156,084
|
|
|
64,987
|
|
||
Total (including amounts classified as current assets of $21,934 in 2014)
|
|
$
|
1,972,170
|
|
|
$
|
1,728,936
|
|
(a)
|
As of February 11, 2016, EQM owned a
45.5%
ownership interest in the MVP Joint Venture. See Note 4.
|
|
|
Years Ended December 31,
|
||||||||||
|
|
2015
|
|
2014
|
|
2013
|
||||||
|
|
(Thousands)
|
||||||||||
Revenues
|
|
$
|
—
|
|
|
$
|
19,924
|
|
|
$
|
45,040
|
|
Operating expenses
|
|
—
|
|
|
13,257
|
|
|
29,892
|
|
|||
Other income
|
|
2,566
|
|
|
102
|
|
|
82
|
|
|||
Net income
|
|
$
|
2,566
|
|
|
$
|
6,769
|
|
|
$
|
15,230
|
|
|
|
December 31, 2015
|
|
December 31, 2014
|
||||||||||||||||
|
|
Principal Value
|
Carrying Value (a)
|
Fair
Value (b)
|
|
Principal Value
|
Carrying Value (a)
|
Fair
Value (b) |
||||||||||||
|
|
(Thousands)
|
||||||||||||||||||
7.76% notes, due 2015 through 2016
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
|
$
|
10,700
|
|
$
|
10,700
|
|
$
|
10,700
|
|
5.00% notes, due October 1, 2015
|
|
—
|
|
—
|
|
—
|
|
|
150,000
|
|
149,865
|
|
154,692
|
|
||||||
5.15% notes, due March 1, 2018
|
|
200,000
|
|
199,156
|
|
203,490
|
|
|
200,000
|
|
198,766
|
|
214,626
|
|
||||||
6.50% notes, due April 1, 2018
|
|
500,000
|
|
498,360
|
|
520,175
|
|
|
500,000
|
|
497,630
|
|
559,900
|
|
||||||
8.13% notes, due June 1, 2019
|
|
700,000
|
|
697,295
|
|
760,837
|
|
|
700,000
|
|
696,483
|
|
843,864
|
|
||||||
4.88% notes, due November 15, 2021
|
|
750,000
|
|
742,270
|
|
728,063
|
|
|
750,000
|
|
740,945
|
|
812,558
|
|
||||||
4.00% EQM notes, due August 1, 2024
|
|
500,000
|
|
493,401
|
|
414,125
|
|
|
500,000
|
|
492,633
|
|
495,685
|
|
||||||
7.75% debentures, due July 15, 2026
|
|
115,000
|
|
109,738
|
|
119,372
|
|
|
115,000
|
|
109,240
|
|
147,036
|
|
||||||
Medium-term notes:
|
|
|
|
|
|
|
|
|
|
|||||||||||
7.3% to 7.6% Series B, due 2015 through 2023
|
|
10,000
|
|
9,991
|
|
10,241
|
|
|
20,000
|
|
19,985
|
|
22,279
|
|
||||||
7.6% Series C, due 2018
|
|
8,000
|
|
7,983
|
|
8,366
|
|
|
8,000
|
|
7,975
|
|
8,950
|
|
||||||
8.7% to 9.0% Series A, due 2020 through 2021
|
|
35,200
|
|
35,149
|
|
38,598
|
|
|
35,200
|
|
35,131
|
|
43,912
|
|
||||||
|
|
2,818,200
|
|
2,793,343
|
|
2,803,267
|
|
|
2,988,900
|
|
2,959,353
|
|
3,314,202
|
|
||||||
Less debt payable within one year
|
|
—
|
|
—
|
|
—
|
|
|
166,011
|
|
165,874
|
|
171,081
|
|
||||||
Total long-term debt
|
|
$
|
2,818,200
|
|
$
|
2,793,343
|
|
$
|
2,803,267
|
|
|
$
|
2,822,889
|
|
$
|
2,793,479
|
|
$
|
3,143,121
|
|
|
|
For the Years Ended December 31,
|
||||||||||||||
|
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
|
|
Pension Benefits
|
|
Other Benefits
|
||||||||||||
|
|
(Thousands)
|
||||||||||||||
Change in benefit obligation:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Benefit obligation at beginning of year
|
|
$
|
21,704
|
|
|
$
|
21,828
|
|
|
$
|
18,741
|
|
|
$
|
18,253
|
|
Service cost
|
|
350
|
|
|
350
|
|
|
762
|
|
|
669
|
|
||||
Interest cost
|
|
746
|
|
|
820
|
|
|
634
|
|
|
693
|
|
||||
Amendments
|
|
—
|
|
|
—
|
|
|
—
|
|
|
227
|
|
||||
Actuarial loss (gain)
|
|
2,770
|
|
|
2,412
|
|
|
(361
|
)
|
|
1,190
|
|
||||
Benefits paid
|
|
(1,981
|
)
|
|
(1,988
|
)
|
|
(2,141
|
)
|
|
(2,291
|
)
|
||||
Expenses paid
|
|
(367
|
)
|
|
(262
|
)
|
|
—
|
|
|
—
|
|
||||
Settlements
|
|
(177
|
)
|
|
(1,456
|
)
|
|
—
|
|
|
—
|
|
||||
Benefit obligation at end of year
|
|
$
|
23,045
|
|
|
$
|
21,704
|
|
|
$
|
17,635
|
|
|
$
|
18,741
|
|
|
|
|
|
|
|
|
|
|
||||||||
Change in plan assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Fair value of plan assets at beginning of year
|
|
$
|
18,323
|
|
|
$
|
20,089
|
|
|
$
|
823
|
|
|
$
|
493
|
|
Actual (loss) gain on plan assets
|
|
(32
|
)
|
|
1,217
|
|
|
—
|
|
|
—
|
|
||||
Contributions
|
|
1,175
|
|
|
723
|
|
|
287
|
|
|
330
|
|
||||
Benefits paid
|
|
(1,981
|
)
|
|
(1,988
|
)
|
|
—
|
|
|
—
|
|
||||
Expenses paid
|
|
(367
|
)
|
|
(262
|
)
|
|
—
|
|
|
—
|
|
||||
Settlements
|
|
(177
|
)
|
|
(1,456
|
)
|
|
—
|
|
|
—
|
|
||||
Fair value of plan assets at end of year
|
|
16,941
|
|
|
18,323
|
|
|
1,110
|
|
|
823
|
|
||||
Funded status at end of year
|
|
$
|
(6,104
|
)
|
|
$
|
(3,381
|
)
|
|
$
|
(16,525
|
)
|
|
$
|
(17,918
|
)
|
Amounts recognized in the statement of financial position consist of:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Current liabilities
|
|
$
|
(6,104
|
)
|
|
$
|
—
|
|
|
$
|
(1,376
|
)
|
|
$
|
(924
|
)
|
Noncurrent liabilities
|
|
—
|
|
|
(3,381
|
)
|
|
(15,149
|
)
|
|
(16,994
|
)
|
||||
Net amounts recognized
|
|
$
|
(6,104
|
)
|
|
$
|
(3,381
|
)
|
|
$
|
(16,525
|
)
|
|
$
|
(17,918
|
)
|
Amounts recognized in accumulated OCI, net of tax, consist of:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net loss
|
|
$
|
9,674
|
|
|
$
|
8,082
|
|
|
$
|
7,610
|
|
|
$
|
8,273
|
|
Net prior service
|
|
—
|
|
|
—
|
|
|
257
|
|
|
285
|
|
||||
Net amount recognized
|
|
$
|
9,674
|
|
|
$
|
8,082
|
|
|
$
|
7,867
|
|
|
$
|
8,558
|
|
|
|
For the Years Ended December 31,
|
||||||||||||||||||||||
|
|
2015
|
|
2014
|
|
2013
|
|
2015
|
|
2014
|
|
2013
|
||||||||||||
|
|
Pension Benefits
|
|
Other Benefits
|
||||||||||||||||||||
|
|
(Thousands)
|
||||||||||||||||||||||
Components of net periodic benefit cost:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Service cost
|
|
$
|
350
|
|
|
$
|
350
|
|
|
$
|
500
|
|
|
$
|
762
|
|
|
$
|
669
|
|
|
$
|
905
|
|
Interest cost
|
|
746
|
|
|
820
|
|
|
1,935
|
|
|
634
|
|
|
693
|
|
|
1,110
|
|
||||||
Expected return on plan assets
|
|
(627
|
)
|
|
(1,377
|
)
|
|
(3,323
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Amortization of prior service cost
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(306
|
)
|
|
(446
|
)
|
|
(845
|
)
|
||||||
Recognized net actuarial loss
|
|
746
|
|
|
709
|
|
|
2,306
|
|
|
793
|
|
|
879
|
|
|
1,760
|
|
||||||
Settlement loss and special termination benefits
|
|
122
|
|
|
879
|
|
|
381
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Subtotal
|
|
1,337
|
|
|
1,381
|
|
|
1,799
|
|
|
1,883
|
|
|
1,795
|
|
|
2,930
|
|
||||||
Net periodic benefit cost of discontinued operations
|
|
—
|
|
|
—
|
|
|
1,552
|
|
|
—
|
|
|
—
|
|
|
1,356
|
|
||||||
Net periodic benefit cost
|
|
$
|
1,337
|
|
|
$
|
1,381
|
|
|
$
|
247
|
|
|
$
|
1,883
|
|
|
$
|
1,795
|
|
|
$
|
1,574
|
|
|
|
For the Years Ended December 31,
|
||||||||||||||||||||||
|
|
2015
|
|
2014
|
|
2013
|
|
2015
|
|
2014
|
|
2013
|
||||||||||||
|
|
Pension Benefits
|
|
Other Benefits
|
||||||||||||||||||||
|
|
(Thousands)
|
||||||||||||||||||||||
Other changes in plan assets and benefit obligations recognized in OCI, net of tax:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Net loss (gain)
|
|
$
|
1,592
|
|
|
$
|
558
|
|
|
$
|
712
|
|
|
$
|
(663
|
)
|
|
$
|
39
|
|
|
$
|
2,147
|
|
Net prior service (credit) cost
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(28
|
)
|
|
179
|
|
|
416
|
|
||||||
Total recognized in OCI, net of tax
|
|
$
|
1,592
|
|
|
$
|
558
|
|
|
$
|
712
|
|
|
$
|
(691
|
)
|
|
$
|
218
|
|
|
$
|
2,563
|
|
Total recognized in net periodic benefit cost and OCI, net of tax
|
|
$
|
2,929
|
|
|
$
|
1,939
|
|
|
$
|
959
|
|
|
$
|
1,192
|
|
|
$
|
2,013
|
|
|
$
|
4,137
|
|
|
|
December 31,
|
||||||
|
|
2015
|
|
2014
|
|
2015
|
|
2014
|
|
|
Pension Benefits
|
|
Other Benefits
|
||||
Discount rate
|
|
2.20%
|
|
3.60%
|
|
3.95%
|
|
3.60%
|
Rate of compensation increase
|
|
N/A
|
|
N/A
|
|
N/A
|
|
N/A
|
|
|
For the Years Ended December 31,
|
||||||||||
|
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||
|
|
Pension Benefits
|
|
Other Benefits
|
||||||||
Discount rate
|
|
3.60
|
%
|
|
4.00
|
%
|
|
3.60
|
%
|
|
4.00
|
%
|
Expected return on plan assets
|
|
3.75
|
%
|
|
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
|
||||||||||||||||||||
|
|
2015
|
|
2014
|
|
2013
|
|
2015
|
|
2014
|
|
2013
|
||||||||||||
|
|
(Thousands)
|
||||||||||||||||||||||
Increase (decrease) to total of service and interest cost components
|
|
$
|
10
|
|
|
$
|
13
|
|
|
$
|
25
|
|
|
$
|
(11
|
)
|
|
$
|
(14
|
)
|
|
$
|
(26
|
)
|
Increase (decrease) to post-retirement benefit obligation
|
|
$
|
268
|
|
|
$
|
228
|
|
|
$
|
220
|
|
|
$
|
(278
|
)
|
|
$
|
(229
|
)
|
|
$
|
(223
|
)
|
|
|
Target
|
|
Percentage of Plan Assets
at December 31,
|
||||
Asset Category
|
|
Allocation 2016
|
|
2015
|
|
2014
|
||
Domestic broadly diversified equity securities
|
|
0% - 10%
|
|
—
|
%
|
|
26
|
%
|
Fixed income securities
|
|
80% - 100%
|
|
99
|
%
|
|
63
|
%
|
International broadly diversified equity securities
|
|
0%
|
|
—
|
%
|
|
8
|
%
|
Cash and equivalent investments
|
|
0% - 20%
|
|
1
|
%
|
|
3
|
%
|
|
|
|
|
100
|
%
|
|
100
|
%
|
|
|
Year Ended December 31, 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
|
|
(152,359
|
)
|
|
(a)
|
|
144
|
|
|
(a)
|
|
(901
|
)
|
|
(b)
|
|
(153,116
|
)
|
||||
Accumulated OCI (loss),
net of tax, as of December
31, 2015
|
|
$
|
64,762
|
|
|
|
|
$
|
(843
|
)
|
|
|
|
$
|
(17,541
|
)
|
|
|
|
$
|
46,378
|
|
|
|
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
|
13,394
|
|
Total
|
33,851
|
|
|
|
Years Ended December 31,
|
||||||||||
|
|
2015
|
|
2014
|
|
2013
|
||||||
|
|
(Thousands except per share amounts)
|
||||||||||
Basic earnings per common share:
|
|
|
|
|
|
|
|
|
|
|||
Net income attributable to EQT Corporation
|
|
$
|
85,171
|
|
|
$
|
386,965
|
|
|
$
|
390,572
|
|
Average common shares outstanding
|
|
152,398
|
|
|
151,553
|
|
|
150,574
|
|
|||
Basic earnings per common share
|
|
$
|
0.56
|
|
|
$
|
2.55
|
|
|
$
|
2.59
|
|
Diluted earnings per common share:
|
|
|
|
|
|
|
|
|
|
|||
Net income attributable to EQT Corporation
|
|
$
|
85,171
|
|
|
$
|
386,965
|
|
|
$
|
390,572
|
|
Average common shares outstanding
|
|
152,398
|
|
|
151,553
|
|
|
150,574
|
|
|||
Potentially dilutive securities:
|
|
|
|
|
|
|
|
|
|
|||
Stock options and awards (a)
|
|
541
|
|
|
960
|
|
|
1,213
|
|
|||
Total
|
|
152,939
|
|
|
152,513
|
|
|
151,787
|
|
|||
Diluted earnings per common share
|
|
$
|
0.56
|
|
|
$
|
2.54
|
|
|
$
|
2.57
|
|
|
|
Years Ended December 31,
|
||||||||||
|
|
2015
|
|
2014
|
|
2013
|
||||||
|
|
(Thousands)
|
||||||||||
2012 Executive Performance Incentive Program
|
|
$
|
—
|
|
|
$
|
7,743
|
|
|
$
|
6,739
|
|
2013 Executive Performance Incentive Program
|
|
6,834
|
|
|
8,208
|
|
|
6,602
|
|
|||
2014 Executive Performance Incentive Program
|
|
12,865
|
|
|
9,104
|
|
|
—
|
|
|||
2015 Executive Performance Incentive Program
|
|
12,051
|
|
|
—
|
|
|
—
|
|
|||
2011 Volume and Efficiency Program
|
|
—
|
|
|
—
|
|
|
13,834
|
|
|||
2012 EQT Value Driver Award Program
|
|
—
|
|
|
—
|
|
|
2,327
|
|
|||
2013 EQT Value Driver Award Program
|
|
—
|
|
|
4,403
|
|
|
13,050
|
|
|||
2014 EQT Value Driver Award Program
|
|
1,116
|
|
|
11,510
|
|
|
—
|
|
|||
2014 EQM Value Driver Award Program
|
|
622
|
|
|
2,378
|
|
|
—
|
|
|||
2015 EQT Value Driver Award Program
|
|
14,574
|
|
|
—
|
|
|
—
|
|
|||
Restricted stock awards
|
|
7,031
|
|
|
4,688
|
|
|
3,033
|
|
|||
Non-qualified stock options
|
|
1,938
|
|
|
3,002
|
|
|
3,805
|
|
|||
Other programs, including non-employee director awards
|
|
(2,339
|
)
|
|
(409
|
)
|
|
9,154
|
|
|||
Total share-based compensation expense
|
|
$
|
54,692
|
|
|
$
|
50,627
|
|
|
$
|
58,544
|
|
Restricted Stock
|
|
Non-
Vested
Shares
|
|
Weighted
Average
Fair Value
|
|
Aggregate
Fair Value
|
|||||
Outstanding at January 1, 2015
|
|
229,990
|
|
|
$
|
74.90
|
|
|
$
|
17,225,411
|
|
Granted
|
|
158,360
|
|
|
$
|
75.46
|
|
|
11,949,751
|
|
|
Vested
|
|
(71,100
|
)
|
|
$
|
53.56
|
|
|
(3,808,262
|
)
|
|
Forfeited
|
|
(17,130
|
)
|
|
$
|
80.92
|
|
|
(1,386,273
|
)
|
|
Outstanding at December 31, 2015
|
|
300,120
|
|
|
$
|
79.90
|
|
|
$
|
23,980,627
|
|
|
|
Years Ended December 31,
|
||||
|
|
2015
|
|
2014
|
|
2013
|
Risk-free interest rate
|
|
1.61%
|
|
1.72%
|
|
0.76%
|
Dividend yield
|
|
0.12%
|
|
0.15%
|
|
0.22%
|
Volatility factor
|
|
26.80%
|
|
24.80%
|
|
31.69%
|
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, 2015
|
|
1,338,468
|
|
|
$54.08
|
|
|
|
|
Granted
|
|
158,200
|
|
|
$75.70
|
|
|
|
|
Exercised
|
|
(405,526
|
)
|
|
$46.00
|
|
|
|
|
Forfeited
|
|
—
|
|
|
—
|
|
|
|
|
Expired
|
|
(10,900
|
)
|
|
$48.91
|
|
|
|
|
Outstanding at December 31, 2015
|
|
1,080,242
|
|
|
$60.33
|
|
6.53 years
|
|
$2,261,513
|
Exercisable at December 31, 2015
|
|
788,542
|
|
|
$52.25
|
|
5.78 years
|
|
$2,261,513
|
|
|
Three Months Ended
|
||||||||||||||
|
|
March 31
|
|
June 30
|
|
September 30
|
|
December 31
|
||||||||
|
|
(Thousands, except per share amounts)
|
||||||||||||||
2015 (a)
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total operating revenues (b)
|
|
$
|
714,815
|
|
|
$
|
439,589
|
|
|
$
|
583,978
|
|
|
$
|
601,380
|
|
Operating income
|
|
314,759
|
|
|
33,034
|
|
|
170,055
|
|
|
45,291
|
|
||||
Net income (loss) attributable to EQT Corporation
|
|
173,427
|
|
|
5,536
|
|
|
40,787
|
|
|
(134,579
|
)
|
||||
Earnings per share of common stock attributable to EQT Corporation:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Basic:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net income (loss)
|
|
$
|
1.14
|
|
|
$
|
0.04
|
|
|
$
|
0.27
|
|
|
$
|
(0.88
|
)
|
Diluted:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net income (loss)
|
|
$
|
1.14
|
|
|
$
|
0.04
|
|
|
$
|
0.27
|
|
|
$
|
(0.88
|
)
|
2014 (a)
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total 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
|
)
|
|
|
For the Years Ended December 31,
|
||||||||||
|
|
2015
|
|
2014
|
|
2013
|
||||||
|
|
(Thousands)
|
||||||||||
At December 31:
|
|
|
|
|
|
|
|
|
|
|||
Capitalized Costs:
|
|
|
|
|
|
|
||||||
Proved properties
|
|
$
|
10,918,499
|
|
|
$
|
9,258,298
|
|
|
$
|
7,702,724
|
|
Unproved properties
|
|
898,270
|
|
|
824,527
|
|
|
450,227
|
|
|||
Total capitalized costs
|
|
11,816,769
|
|
|
10,082,825
|
|
|
8,152,951
|
|
|||
Accumulated depreciation and depletion
|
|
3,425,618
|
|
|
2,693,535
|
|
|
2,134,953
|
|
|||
Net capitalized costs
|
|
$
|
8,391,151
|
|
|
$
|
7,389,290
|
|
|
$
|
6,017,998
|
|
|
|
For the Years Ended December 31,
|
||||||||||
|
|
2015
|
|
2014
|
|
2013
|
||||||
|
|
(Thousands)
|
||||||||||
Costs incurred:
|
|
|
|
|
|
|
||||||
Property acquisition:
|
|
|
|
|
|
|
|
|
|
|||
Proved properties (b)
|
|
$
|
23,890
|
|
|
$
|
231,322
|
|
|
$
|
90,390
|
|
Unproved properties (c)
|
|
158,405
|
|
|
493,067
|
|
|
95,861
|
|
|||
Exploration (d)
|
|
53,463
|
|
|
16,023
|
|
|
4,285
|
|
|||
Development
|
|
1,633,498
|
|
|
1,697,501
|
|
|
1,230,301
|
|
|
|
For the Years Ended December 31,
|
||||||||||
|
|
2015
|
|
2014
|
|
2013
|
||||||
|
|
(Thousands)
|
||||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
|||
Affiliated
|
|
$
|
1,412
|
|
|
$
|
4,761
|
|
|
$
|
5,912
|
|
Nonaffiliated
|
|
1,154,422
|
|
|
1,724,771
|
|
|
1,305,026
|
|
|||
Production costs
|
|
398,044
|
|
|
334,050
|
|
|
250,372
|
|
|||
Exploration costs
|
|
61,970
|
|
|
21,665
|
|
|
18,483
|
|
|||
Depreciation, depletion and accretion
|
|
723,448
|
|
|
592,855
|
|
|
578,641
|
|
|||
Impairment of long-lived assets
|
|
118,268
|
|
|
267,339
|
|
|
—
|
|
|||
Income tax (benefit) expense
|
|
(58,603
|
)
|
|
202,881
|
|
|
183,060
|
|
|||
Results of operations from producing activities (excluding corporate overhead)
|
|
$
|
(87,293
|
)
|
|
$
|
310,742
|
|
|
$
|
280,382
|
|
|
|
Years Ended December 31,
|
|||||||
|
|
2015
|
|
2014
|
|
2013
|
|||
|
|
(Millions of Cubic Feet)
|
|||||||
Total - Natural Gas, Oil, and NGLs (a)
|
|
|
|
|
|
|
|
|
|
Proved developed and undeveloped reserves:
|
|
|
|
|
|
|
|
|
|
Beginning of year
|
|
10,738,948
|
|
|
8,348,269
|
|
|
6,004,952
|
|
Revision of previous estimates
|
|
(2,194,675
|
)
|
|
(301,351
|
)
|
|
191,509
|
|
Purchase of hydrocarbons in place
|
|
—
|
|
|
102,713
|
|
|
472,798
|
|
Sale of hydrocarbons in place
|
|
(61
|
)
|
|
(198,657
|
)
|
|
(455
|
)
|
Extensions, discoveries and other additions
|
|
2,051,071
|
|
|
3,276,054
|
|
|
2,046,578
|
|
Production
|
|
(618,686
|
)
|
|
(488,080
|
)
|
|
(367,113
|
)
|
End of year
|
|
9,976,597
|
|
|
10,738,948
|
|
|
8,348,269
|
|
Proved developed reserves:
|
|
|
|
|
|
|
|
|
|
Beginning of year
|
|
4,826,387
|
|
|
3,985,687
|
|
|
2,798,381
|
|
End of year
|
|
6,279,557
|
|
|
4,826,387
|
|
|
3,985,687
|
|
Proved undeveloped reserves:
|
|
|
|
|
|
|
|||
Beginning of year
|
|
5,912,561
|
|
|
4,362,582
|
|
|
3,206,571
|
|
End of year
|
|
3,697,040
|
|
|
5,912,561
|
|
|
4,362,582
|
|
|
|
Years Ended December 31,
|
|||||||
|
|
2015
|
|
2014
|
|
2013
|
|||
|
|
(Millions of Cubic Feet)
|
|||||||
Natural Gas
|
|
|
|
|
|
|
|
|
|
Proved developed and undeveloped reserves:
|
|
|
|
|
|
|
|
|
|
Beginning of year
|
|
9,775,954
|
|
|
7,561,561
|
|
|
5,985,758
|
|
Revision of previous estimates
|
|
(2,059,531
|
)
|
|
(228,085
|
)
|
|
(375,887
|
)
|
Purchase of natural gas in place
|
|
—
|
|
|
44,867
|
|
|
472,798
|
|
Sale of natural gas in place
|
|
(61
|
)
|
|
(198,531
|
)
|
|
(455
|
)
|
Extensions, discoveries and other additions
|
|
1,955,935
|
|
|
3,040,938
|
|
|
1,844,840
|
|
Production
|
|
(561,986
|
)
|
|
(444,796
|
)
|
|
(365,493
|
)
|
End of year
|
|
9,110,311
|
|
|
9,775,954
|
|
|
7,561,561
|
|
Proved developed reserves:
|
|
|
|
|
|
|
|
|
|
Beginning of year
|
|
4,257,377
|
|
|
3,567,313
|
|
|
2,779,187
|
|
End of year
|
|
5,652,989
|
|
|
4,257,377
|
|
|
3,567,313
|
|
Proved undeveloped reserves:
|
|
|
|
|
|
|
|||
Beginning of year
|
|
5,518,577
|
|
|
3,994,248
|
|
|
3,206,571
|
|
End of year
|
|
3,457,322
|
|
|
5,518,577
|
|
|
3,994,248
|
|
|
|
Years Ended December 31,
|
|||||||
|
|
2015
|
|
2014
|
|
2013
|
|||
|
|
(Thousands of Bbls)
|
|||||||
Oil (a)
|
|
|
|
|
|
|
|
|
|
Proved developed and undeveloped reserves:
|
|
|
|
|
|
|
|
|
|
Beginning of year
|
|
5,005
|
|
|
3,956
|
|
|
3,199
|
|
Revision of previous estimates
|
|
1,219
|
|
|
(905
|
)
|
|
270
|
|
Purchase of oil in place
|
|
—
|
|
|
2,165
|
|
|
—
|
|
Sale of oil in place
|
|
—
|
|
|
(3
|
)
|
|
—
|
|
Extensions, discoveries and other additions
|
|
419
|
|
|
241
|
|
|
757
|
|
Production
|
|
(743
|
)
|
|
(449
|
)
|
|
(270
|
)
|
End of year
|
|
5,900
|
|
|
5,005
|
|
|
3,956
|
|
Proved developed reserves:
|
|
|
|
|
|
|
|
|
|
Beginning of year
|
|
5,005
|
|
|
3,892
|
|
|
3,199
|
|
End of year
|
|
5,900
|
|
|
5,005
|
|
|
3,892
|
|
Proved undeveloped reserves:
|
|
|
|
|
|
|
|||
Beginning of year
|
|
—
|
|
|
64
|
|
|
—
|
|
End of year
|
|
—
|
|
|
—
|
|
|
64
|
|
|
Years Ended December 31,
|
|||||||
|
2015
|
|
2014
|
|
2013
|
|||
|
(Thousands of Bbls)
|
|||||||
NGLs (a)
|
|
|
|
|
|
|||
Proved developed and undeveloped reserves:
|
|
|
|
|
|
|
||
Beginning of year
|
155,494
|
|
|
127,162
|
|
|
—
|
|
Revision of previous estimates
|
(23,743
|
)
|
|
(11,306
|
)
|
|
94,296
|
|
Purchase of NGLs in place
|
—
|
|
|
7,476
|
|
|
—
|
|
Sale of NGLs in place
|
—
|
|
|
(18
|
)
|
|
—
|
|
Extensions, discoveries and other additions
|
15,437
|
|
|
38,945
|
|
|
32,866
|
|
Production
|
(8,707
|
)
|
|
(6,765
|
)
|
|
—
|
|
End of year
|
138,481
|
|
|
155,494
|
|
|
127,162
|
|
Proved developed reserves:
|
|
|
|
|
|
|
||
Beginning of year
|
89,830
|
|
|
65,837
|
|
|
—
|
|
End of year
|
98,528
|
|
|
89,830
|
|
|
65,837
|
|
Proved undeveloped reserves:
|
|
|
|
|
|
|||
Beginning of year
|
65,664
|
|
|
61,325
|
|
|
—
|
|
End of year
|
39,953
|
|
|
65,664
|
|
|
61,325
|
|
|
|
2015
|
|
2014
|
|
2013
|
||||||
|
|
(Thousands)
|
||||||||||
Future cash inflows (a)
|
|
$
|
10,071,465
|
|
|
$
|
30,428,815
|
|
|
$
|
25,912,542
|
|
Future production costs
|
|
(3,415,715
|
)
|
|
(4,868,079
|
)
|
|
(4,180,136
|
)
|
|||
Future development costs
|
|
(2,377,650
|
)
|
|
(5,052,195
|
)
|
|
(4,199,722
|
)
|
|||
Future income tax expenses
|
|
(1,333,989
|
)
|
|
(7,718,407
|
)
|
|
(6,533,817
|
)
|
|||
Future net cash flow
|
|
2,944,111
|
|
|
12,790,134
|
|
|
10,998,867
|
|
|||
10% annual discount for estimated timing of cash flows
|
|
(1,966,557
|
)
|
|
(7,980,106
|
)
|
|
(7,047,588
|
)
|
|||
Standardized measure of discounted future net cash flows
|
|
$
|
977,554
|
|
|
$
|
4,810,028
|
|
|
$
|
3,951,279
|
|
(a)
|
The majority of the Company’s production is sold through liquid trading points on interstate pipelines. For 2015, the reserves were computed using unweighted arithmetic averages of the closing prices on the first day of each month during 2015 of $50.28 per Bbl of oil (first day of each month closing price for West Texas Intermediate (WTI) less regional adjustments), $2.506 per Dth for Columbia Gas Transmission Corp., $1.394 per Dth for Dominion Transmission, Inc., $2.552 per Dth for the East Tennessee Natural Gas Pipeline, $1.428 per Dth for Texas Eastern Transmission Corp., $1.079 per Dth for the Tennessee, zone 4-300 Leg of Tennessee Gas Pipeline Company, $2.430 per Dth for the Tennessee LA 500 Leg of Tennessee Gas Pipeline Company, $2.473 per Dth for Waha, and $2.549 per Dth for Houston Ship Channel. For 2015, NGL pricing using arithmetic averages of the closing prices on the first day of each month during 2015 for NGL components and adjusted using the regional component makeup of produced NGLs resulted in prices of $17.60 per Bbl of NGLs from West Virginia Marcellus reserves in Doddridge, Ritchie, and Wetzel counties, $21.69 per Bbl of NGLs from certain Kentucky reserves, $16.84 per Bbl for Utica reserves, and $17.51 per Bbl for Permian reserves.
|
|
|
|
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 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.
|
|
|
2015
|
|
2014
|
|
2013
|
||||||
|
|
(Thousands)
|
||||||||||
Sales and transfers of natural gas and oil produced – net
|
|
$
|
(757,789
|
)
|
|
$
|
(1,479,242
|
)
|
|
$
|
(1,060,566
|
)
|
Net changes in prices, production and development costs
|
|
(5,566,232
|
)
|
|
(1,525,944
|
)
|
|
(292,533
|
)
|
|||
Extensions, discoveries and improved recovery, less related costs
|
|
264,735
|
|
|
2,300,923
|
|
|
1,509,002
|
|
|||
Development costs incurred
|
|
971,186
|
|
|
1,023,075
|
|
|
1,319,135
|
|
|||
Purchase of minerals in place – net
|
|
—
|
|
|
72,139
|
|
|
348,608
|
|
|||
Sale of minerals in place – net
|
|
(43
|
)
|
|
(146,476
|
)
|
|
(252
|
)
|
|||
Revisions of previous quantity estimates
|
|
(1,541,419
|
)
|
|
(222,195
|
)
|
|
106,170
|
|
|||
Accretion of discount
|
|
600,099
|
|
|
578,676
|
|
|
343,502
|
|
|||
Net change in income taxes
|
|
2,424,200
|
|
|
(529,337
|
)
|
|
(1,031,105
|
)
|
|||
Timing and other
|
|
(227,211
|
)
|
|
787,130
|
|
|
554,159
|
|
|||
Net (decrease) increase
|
|
(3,832,474
|
)
|
|
858,749
|
|
|
1,796,120
|
|
|||
Beginning of year
|
|
4,810,028
|
|
|
3,951,279
|
|
|
2,155,159
|
|
|||
End of year
|
|
$
|
977,554
|
|
|
$
|
4,810,028
|
|
|
$
|
3,951,279
|
|
•
|
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,” 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(c)(3) of Regulation S-K with respect to changes to the procedures by which security holders may recommend nominees to the Company's Board of Directors is incorporated herein by reference from the section captioned "Corporate Governance and Board Matters - Director Nominations" 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 named executive officer 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
|
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)
|
|
4,560,867
|
|
(2)
|
$
|
60.33
|
|
(3)
|
5,370,811
|
|
(4)
|
Equity Compensation Plans Not Approved by Shareholders
(5)
|
|
26,547
|
|
(6)
|
N/A
|
|
|
170,887
|
|
|
|
Total
|
|
4,587,414
|
|
|
$
|
60.33
|
|
|
5,541,698
|
|
|
(1)
|
Consists of the 2014 LTIP, the 2009 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 Long-Term Incentive Plan (1999 LTIP) and the 1999 NEDSIP. All outstanding awards under the 1999 LTIP expired in August of 2015. The 2009 LTIP and the 1999 NEDSIP remain effective 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 NEDSIP).
|
(2)
|
Consists of (i) 158,200 shares subject to outstanding stock options under the 2014 LTIP; (ii) 1,867,923 shares subject to outstanding performance awards under the 2014 LTIP, inclusive of dividend reinvestments thereon (counted at a 3X multiple assuming maximum performance is achieved under the awards (representing 622,641
target
awards and dividend reinvestments thereon)); (iii) 24,149 shares subject to outstanding directors' deferred stock units under the 2014 LTIP, inclusive of dividend reinvestments thereon; (iv) 922,042 shares subject to outstanding stock options under the 2009 LTIP; (v) 1,535,215 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 511,738
target
awards and dividend reinvestments thereon)); (vi) 43,563 shares subject to outstanding directors’ deferred stock units under the 2009 LTIP, inclusive of dividend reinvestments thereon; and (vii) 9,775 shares subject to outstanding directors’ deferred stock units under the 1999 NEDSIP, inclusive of dividend reinvestments thereon.
|
(3)
|
The weighted-average exercise price is calculated based solely upon outstanding stock options under the 2014 LTIP and the 2009 LTIP and excludes deferred stock units under the 2014 LTIP, the 2009 LTIP and the 1999 NEDSIP and performance awards under the 2014 LTIP and the 2009 LTIP. The weighted average remaining term of the stock options was
6.53 years
as of
December 31, 2015
.
|
(4)
|
Consists of (i) 5,629,396 shares available for future issuance under the 2014 LTIP, (ii) a “notional” deficit of (928,533) shares under the 2009 LTIP and (iii) 669,948 shares available for future issuance under the 2008 ESPP. As of
December 31, 2015
, 7,887 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 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, 2015
.
|
(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 121 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, 2015
|
|
Statements of Consolidated Comprehensive Income for each of the three years in the period ended December 31, 2015
|
|
Statements of Consolidated Cash Flows for each of the three years in the period ended December 31, 2015
|
|
Consolidated Balance Sheets as of December 31, 2015 and 2014
|
|
Statements of Consolidated Equity for each of the three years in the period ended December 31, 2015
|
|
Notes to Consolidated Financial Statements
|
II - Valuation and Qualifying Accounts and Reserves
|
Column A
|
|
Column B
|
|
Column C
|
|
Column D
|
|
Column E
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Description
|
|
Balance at Beginning of Period
|
|
(Deductions) Additions Charged to Costs and Expenses
|
|
Additions Charged to Other Accounts
|
|
Deductions
|
|
Balance at
End of
Period
|
||||||||||
|
|
(Thousands)
|
||||||||||||||||||
Valuation allowance for deferred tax assets:
|
|
|
|
|
|
|
|
|||||||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
2015
|
|
$
|
64,987
|
|
|
$
|
91,097
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
156,084
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
2014
|
|
$
|
56,404
|
|
|
$
|
9,314
|
|
|
$
|
—
|
|
|
$
|
(731
|
)
|
|
$
|
64,987
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
2013
|
|
$
|
66,236
|
|
|
$
|
(9,832
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
56,404
|
|
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
|
|
Incorporated herein by reference to 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
|
|
Incorporated herein by reference to 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
|
|
Incorporated herein by reference to 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
|
|
Incorporated herein by reference to 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
|
|
Incorporated herein by reference to 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)
|
|
Incorporated herein by reference to Exhibit 3.01 to Form 10-Q for the quarter ended March 31, 2013
|
|
|
|
|
|
3.02
|
|
Amended and Restated Bylaws of EQT Corporation (amended through October 14, 2015)
|
|
Incorporated herein by reference to Exhibit 3.1 to Form 8-K filed on October 15, 2015
|
|
|
|
|
|
4.01(a)
|
|
Indenture dated as of April 1, 1983 between the Company and Pittsburgh National Bank, as Trustee
|
|
Incorporated herein by reference to 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
|
|
Incorporated herein by reference to 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
|
|
Incorporated herein by reference to 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
|
|
Incorporated herein by reference to Exhibit 4.01(g) to Form 10-K for the year ended December 31, 1996
|
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
|
|
Incorporated herein by reference to 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
|
|
Incorporated herein by reference to Exhibit 4.01(i) 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
|
|
Incorporated herein by reference to Exhibit 4.01(g) to Form 8-K filed on July 1, 2008
|
Exhibits
|
|
Description
|
|
Method of Filing
|
|
|
|
|
|
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
|
|
Incorporated herein by reference to 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
|
|
Incorporated herein by reference to 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
|
|
Incorporated herein by reference to 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
|
|
Incorporated herein by reference to 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
|
|
Incorporated herein by reference to 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
|
|
Incorporated herein by reference to Exhibit 4.02(f) to Form 8-K filed on July 1, 2008
|
4.03(a)
|
|
Indenture dated as of March 18, 2008 between the Company and The Bank of New York, as Trustee
|
|
Incorporated herein by reference to 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
|
|
Incorporated herein by reference to 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
|
|
Incorporated herein by reference to 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
|
|
Incorporated herein by reference to 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
|
|
Incorporated herein by reference to 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
|
|
Incorporated herein by reference to Exhibit 4.01 to Form 10-Q for the quarter ended September 30, 2014
|
Exhibits
|
|
Description
|
|
Method of Filing
|
|
|
|
|
|
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
|
|
Incorporated herein by reference to Exhibit 4.02 to Form 10-Q for the quarter ended September 30, 2014
|
|
|
|
|
|
* 10.01(a)
|
|
2009 Long-Term Incentive Plan (as amended and restated July 11, 2012)
|
|
Incorporated herein by reference to Exhibit 10.2 to Form 10-Q for the quarter ended June 30, 2012
|
* 10.01(b)
|
|
Form of Participant Award Agreement (Phantom Stock Unit Awards) under 2009 Long-Term Incentive Plan (pre-2013 grants)
|
|
Incorporated herein by reference to Exhibit 10.02(b) to Form 10-K for the year ended December 31, 2012
|
|
|
|
|
|
* 10.01(c)
|
|
Form of Participant Award Agreement (Stock Option) under 2009 Long-Term Incentive Plan (pre-2012 grants)
|
|
Incorporated herein by reference to Exhibit 10.01(q) to Form 10-K for the year ended December 31, 2010
|
|
|
|
|
|
* 10.01(d)
|
|
Form of Amendment to Stock Option Award Agreements
|
|
Incorporated herein by reference to Exhibit 10.3 to Form 10-Q for the quarter ended June 30, 2011
|
|
|
|
|
|
* 10.01(e)
|
|
2011 Volume and Efficiency Program
|
|
Incorporated herein by reference to Exhibit 10.2 to Form 10-Q for the quarter ended March 31, 2011
|
|
|
|
|
|
* 10.01(f)
|
|
Form of Participant Award Agreement under 2011 Volume and Efficiency Program
|
|
Incorporated herein by reference to Exhibit 10.1 to Form 10-Q for the quarter ended March 31, 2011
|
|
|
|
|
|
* 10.01(g)
|
|
Form of Participant Award Agreement (Stock Option) under 2009 Long-Term Incentive Plan (2012 grants)
|
|
Incorporated herein by reference to Exhibit 10.02(n) to Form 10-K for the year ended December 31, 2011
|
|
|
|
|
|
* 10.01(h)
|
|
2012 Executive Performance Incentive Program
|
|
Incorporated herein by reference to Exhibit 10.02(q) to Form 10-K for the year ended December 31, 2011
|
|
|
|
|
|
* 10.01(i)
|
|
Form of Participant Award Agreement under 2012 Executive Performance Incentive Program
|
|
Incorporated herein by reference to Exhibit 10.02(r) to Form 10-K for the year ended December 31, 2011
|
|
|
|
|
|
* 10.01(j)
|
|
Form of EQM TSR Performance Award Agreement under 2009 Long-Term Incentive Plan and EQT Midstream Services, LLC 2012 Long-Term Incentive Plan
|
|
Incorporated herein by reference to Exhibit 10.02(r) to Form 10-K for the year ended December 31, 2012
|
|
|
|
|
|
* 10.01(k)
|
|
Form of Participant Award Agreement (Phantom Stock Unit Awards) under 2009 Long-Term Incentive Plan (2013 and 2014 grants)
|
|
Incorporated herein by reference to Exhibit 10.02(s) to Form 10-K for the year ended December 31, 2012
|
|
|
|
|
|
* 10.01(l)
|
|
Form of Participant Award Agreement (Stock Option) under 2009 Long-Term Incentive Plan (2013 grants)
|
|
Incorporated herein by reference to Exhibit 10.02(t) to Form 10-K for the year ended December 31, 2012
|
|
|
|
|
|
* 10.01(m)
|
|
2013 Executive Performance Incentive Program
|
|
Incorporated herein by reference to Exhibit 10.02(u) to Form 10-K for the year ended December 31, 2012
|
|
|
|
|
|
* 10.01(n)
|
|
Form of Participant Award Agreement under 2013 Executive Performance Incentive Program
|
|
Incorporated herein by reference to Exhibit 10.02(v) to Form 10-K for the year ended December 31, 2012
|
Exhibits
|
|
Description
|
|
Method of Filing
|
|
|
|
|
|
* 10.01(o)
|
|
Form of Participant Award Agreement (Stock Option) under 2009 Long-Term Incentive Plan (2014 grants)
|
|
Incorporated herein by reference to Exhibit 10.02(v) to Form 10-K for the year ended December 31, 2013
|
|
|
|
|
|
* 10.01(p)
|
|
2014 Executive Performance Incentive Program
|
|
Incorporated herein by reference to Exhibit 10.02(w) to Form 10-K for the year ended December 31, 2013
|
|
|
|
|
|
* 10.01(q)
|
|
Form of Participant Award Agreement under 2014 Executive Performance Incentive Program
|
|
Incorporated herein by reference to Exhibit 10.02(x) to Form 10-K for the year ended December 31, 2013
|
|
|
|
|
|
* 10.02(a)
|
|
2014 Long-Term Incentive Plan
|
|
Incorporated herein by reference to Exhibit 10.1 to Form 8-K filed on May 1, 2014
|
|
|
|
|
|
* 10.02(b)
|
|
Form of Participant Award Agreement (Phantom Stock Unit Awards) under 2014 Long-Term Incentive Plan
|
|
Incorporated herein by reference to Exhibit 10.03(b) to Form 10-K for the year ended December 31, 2014
|
|
|
|
|
|
* 10.02(c)
|
|
Form of Participant Award Agreement (Stock Option) under 2014 Long-Term Incentive Plan
|
|
Incorporated herein by reference to Exhibit 10.03(c) to Form 10-K for the year ended December 31, 2014
|
|
|
|
|
|
* 10.02(d)
|
|
2015 Executive Performance Incentive Program
|
|
Incorporated herein by reference to Exhibit 10.03(d) to Form 10-K for the year ended December 31, 2014
|
|
|
|
|
|
* 10.02(e)
|
|
Form of Participant Award Agreement under 2015 Executive Performance Incentive Program
|
|
Incorporated herein by reference to Exhibit 10.03(e) to Form 10-K for the year ended December 31, 2014
|
|
|
|
|
|
* 10.02(f)
|
|
Amendment to 2015 Executive Performance Incentive Program
|
|
Incorporated herein by reference to Exhibit 10.03(f) to Form 10-K for the year ended December 31, 2014
|
|
|
|
|
|
* 10.02(g)
|
|
2016 Incentive Performance Share Unit Program
|
|
Filed herewith as Exhibit 10.02(g)
|
|
|
|
|
|
* 10.02(h)
|
|
Form of Participant Award Agreement under 2016 Incentive Performance Share Unit Program
|
|
Filed herewith as Exhibit 10.02(h)
|
|
|
|
|
|
* 10.03(a)
|
|
EQT GP Services, LLC 2015 Long-Term Incentive Plan
|
|
Incorporated herein by reference to Exhibit 10.3 to EQT GP Holdings, LP's Form 8-K filed on May 15, 2015
|
|
|
|
|
|
* 10.03(b)
|
|
Form of EQT GP Holdings, LP Phantom Unit Award Agreement
|
|
Incorporated herein by reference to Exhibit 10.5 to Amendment No. 1 to EQT GP Holdings, LP's Form S-1 Registration Statement (#333-202053) filed on April 1, 2015
|
|
|
|
|
|
* 10.04
|
|
EQT Midstream Services, LLC 2012 Long-Term Incentive Plan
|
|
Incorporated herein by reference to 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)
|
|
Incorporated herein by reference to 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
|
|
Incorporated herein by reference to Exhibit 10.04(c) to Form 10-K for the year ended December 31, 2006
|
Exhibits
|
|
Description
|
|
Method of Filing
|
|
|
|
|
|
|
|
|
|
|
* 10.06
|
|
2011 Executive Short-Term Incentive Plan
|
|
Incorporated herein by reference to Exhibit 10.2 to Form 8-K filed on May 10, 2011
|
|
|
|
|
|
* 10.07
|
|
2006 Payroll Deduction and Contribution Program (as amended and restated July 7, 2015)
|
|
Incorporated herein by reference to Exhibit 10.06 to Form 10-Q for the quarter ended June 30, 2015
|
|
|
|
|
|
* 10.08
|
|
1999 Directors' Deferred Compensation Plan (as amended and restated December 3, 2014)
|
|
Incorporated herein by reference to Exhibit 10.08 to Form 10-K for the year ended December 31, 2014
|
|
|
|
|
|
* 10.09
|
|
2005 Directors’ Deferred Compensation Plan (as amended and restated December 3, 2014)
|
|
Incorporated herein by reference to Exhibit 10.09 to Form 10-K for the year ended December 31, 2014
|
|
|
|
|
|
* 10.10(a)
|
|
Amended and Restated Confidentiality, Non-Solicitation and Non-Competition Agreement dated as of July 29, 2015 between the Company and David L. Porges
|
|
Incorporated herein by reference to Exhibit 10.1 to Form 8-K filed on July 31, 2015
|
|
|
|
|
|
* 10.10(b)
|
|
Amended and Restated Change of Control Agreement dated as of February 19, 2013 between the Company and David L. Porges
|
|
Incorporated herein by reference to Exhibit 10.10(b) to Form 10-K for the year ended December 31, 2012
|
|
|
|
|
|
* 10.10(c)
|
|
Termination of Amended and Restated Change of Control Agreement dated as of July 29, 2015 between the Company and David L. Porges
|
|
Incorporated herein by reference to Exhibit 10.6 to Form 8-K filed on July 31, 2015
|
|
|
|
|
|
* 10.11(a)
|
|
Amended and Restated Confidentiality, Non-Solicitation and Non-Competition Agreement dated as of July 29, 2015 between the Company and Philip P. Conti
|
|
Incorporated herein by reference to Exhibit 10.2 to Form 8-K filed on July 31, 2015
|
|
|
|
|
|
* 10.11(b)
|
|
Amended and Restated Change of Control Agreement dated as of February 19, 2013 between the Company and Philip P. Conti
|
|
Incorporated herein by reference to Exhibit 10.11(b) to Form 10-K for the year ended December 31, 2012
|
|
|
|
|
|
* 10.11(c)
|
|
Termination of Amended and Restated Change of Control Agreement dated as of July 29, 2015 between the Company and Philip P. Conti
|
|
Incorporated herein by reference to Exhibit 10.7 to Form 8-K filed on July 31, 2015
|
|
|
|
|
|
* 10.12(a)
|
|
Amended and Restated Confidentiality, Non-Solicitation and Non-Competition Agreement dated as of July 29, 2015 between the Company and Randall L. Crawford
|
|
Incorporated herein by reference to Exhibit 10.3 to Form 8-K filed on July 31, 2015
|
|
|
|
|
|
* 10.12(b)
|
|
Amendment to Amended and Restated Confidentiality, Non-Solicitation and Non-Competition Agreement effective as of January 1, 2016 between the Company and Randall L. Crawford
|
|
Filed herewith as Exhibit 10.12(b)
|
|
|
|
|
|
* 10.12(c)
|
|
Amended and Restated Change of Control Agreement dated as of February 19, 2013 between the Company and Randall L. Crawford
|
|
Incorporated herein by reference to Exhibit 10.12(b) to Form 10-K for the year ended December 31, 2012
|
|
|
|
|
|
* 10.12(d)
|
|
Termination of Amended and Restated Change of Control Agreement dated as of July 29, 2015 between the Company and Randall L. Crawford
|
|
Incorporated herein by reference to Exhibit 10.8 to Form 8-K filed on July 31, 2015
|
|
|
|
|
|
* 10.13(a)
|
|
Amended and Restated Confidentiality, Non-Solicitation and Non-Competition Agreement dated as of July 29, 2015 between the Company and Lewis B. Gardner
|
|
Incorporated herein by reference to Exhibit 10.4 to Form 8-K filed on July 31, 2015
|
|
|
|
|
|
* 10.13(b)
|
|
Amended and Restated Change of Control Agreement dated as of February 19, 2013 between the Company and Lewis B. Gardner
|
|
Incorporated herein by reference to Exhibit 10.13(b) to Form 10-K for the year ended December 31, 2012
|
Exhibits
|
|
Description
|
|
Method of Filing
|
|
|
|
|
|
* 10.13(c)
|
|
Termination of Amended and Restated Change of Control Agreement dated as of July 29, 2015 between the Company and Lewis B. Gardner
|
|
Incorporated herein by reference to Exhibit 10.9 to Form 8-K filed on July 31, 2015
|
|
|
|
|
|
* 10.14(a)
|
|
Amended and Restated Confidentiality, Non-Solicitation and Non-Competition Agreement dated as of July 29, 2015 between the Company and Steven T. Schlotterbeck
|
|
Incorporated herein by reference to Exhibit 10.5 to Form 8-K filed on July 31, 2015
|
|
|
|
|
|
* 10.14(b)
|
|
Amended and Restated Change of Control Agreement dated as of February 19, 2013 between the Company and Steven T. Schlotterbeck
|
|
Incorporated herein by reference to Exhibit 10.14(b) to Form 10-K for the year ended December 31, 2012
|
|
|
|
|
|
* 10.14(c)
|
|
Termination of Amended and Restated Change of Control Agreement dated as of July 29, 2015 between the Company and Steven T. Schlotterbeck
|
|
Incorporated herein by reference to Exhibit 10.10 to Form 8-K filed on July 31, 2015
|
|
|
|
|
|
* 10.15(a)
|
|
Share Repurchase Agreement dated as of May 12, 2015 between the Company and David L. Porges
|
|
Incorporated herein by reference to Exhibit 10.01 to Form 10-Q for the quarter ended June 30, 2015
|
|
|
|
|
|
* 10.15(b)
|
|
Share Repurchase Agreement dated as of May 12, 2015 between the Company and Philip P. Conti
|
|
Incorporated herein by reference to Exhibit 10.02 to Form 10-Q for the quarter ended June 30, 2015
|
|
|
|
|
|
* 10.15(c)
|
|
Share Repurchase Agreement dated as of May 12, 2015 between the Company and Randall L. Crawford
|
|
Incorporated herein by reference to Exhibit 10.03 to Form 10-Q for the quarter ended June 30, 2015
|
|
|
|
|
|
* 10.15(d)
|
|
Share Repurchase Agreement dated as of May 12, 2015 between the Company and Lewis B. Gardner
|
|
Incorporated herein by reference to Exhibit 10.04 to Form 10-Q for the quarter ended June 30, 2015
|
|
|
|
|
|
* 10.15(e)
|
|
Share Repurchase Agreement dated as of May 12, 2015 between the Company and Steven T. Schlotterbeck
|
|
Incorporated herein by reference to Exhibit 10.05 to Form 10-Q for the quarter ended June 30, 2015
|
|
|
|
|
|
* 10.16
|
|
Form of Indemnification Agreement between the Company and each executive officer and each outside director
|
|
Incorporated herein by reference to Exhibit 10.18 to Form 10-K for the year ended December 31, 2008
|
|
|
|
|
|
10.17
|
|
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
|
|
Incorporated herein by reference to Exhibit 10.1 to Form 8-K filed on February 18, 2014
|
|
|
|
|
|
10.18
|
|
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 was granted by the SEC. The redacted material has been separately filed with the SEC.
|
|
Incorporated herein by reference to Exhibit 10.01 to Form 10-Q/A filed on December 3, 2014
|
|
|
|
|
|
10.19
|
|
Assignment and Assumption Agreement dated as of March 30, 2015 among EQT Gathering, LLC, EQT Midstream Partners, LP and MVP Holdco, LLC
|
|
Incorporated herein by reference to Exhibit 10.01 to Form 10-Q for the quarter ended March 31, 2015
|
Exhibits
|
|
Description
|
|
Method of Filing
|
|
|
|
|
|
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
|
|
|
|
|
|
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
|
|
|
|
Chief Executive Officer
|
|
|
|
February 11, 2016
|
/s/ DAVID L. PORGES
|
|
Chairman
|
|
February 11, 2016
|
David L. Porges
|
|
and Chief Executive Officer
|
|
|
(Principal Executive Officer)
|
|
|
|
|
|
|
|
|
|
/s/ PHILIP P. CONTI
|
|
Senior Vice President
|
|
February 11, 2016
|
Philip P. Conti
|
|
and Chief Financial Officer
|
|
|
(Principal Financial Officer)
|
|
|
|
|
|
|
|
|
|
/s/ THERESA Z. BONE
|
|
Vice President, Finance
|
|
February 11, 2016
|
Theresa Z. Bone
|
|
and Chief Accounting Officer
|
|
|
(Principal Accounting Officer)
|
|
|
|
|
|
|
|
|
|
/s/ VICKY A. BAILEY
|
|
Director
|
|
February 11, 2016
|
Vicky A. Bailey
|
|
|
|
|
|
|
|
|
|
/s/ PHILIP G. BEHRMAN
|
|
Director
|
|
February 11, 2016
|
Philip G. Behrman
|
|
|
|
|
|
|
|
|
|
/s/ KENNETH M. BURKE
|
|
Director
|
|
February 11, 2016
|
Kenneth M. Burke
|
|
|
|
|
|
|
|
|
|
/s/ A. BRAY CARY JR.
|
|
Director
|
|
February 11, 2016
|
A. Bray Cary, Jr.
|
|
|
|
|
|
|
|
|
|
/s/ MARGARET K. DORMAN
|
|
Director
|
|
February 11, 2016
|
Margaret K. Dorman
|
|
|
|
|
|
|
|
|
|
/s/ GEORGE L. MILES, JR.
|
|
Director
|
|
February 11, 2016
|
George L. Miles, Jr.
|
|
|
|
|
|
|
|
|
|
/s/ JAMES E. ROHR
|
|
Director
|
|
February 11, 2016
|
James E. Rohr
|
|
|
|
|
|
|
|
|
|
/s/ DAVID S. SHAPIRA
|
|
Director
|
|
February 11, 2016
|
David S. Shapira
|
|
|
|
|
|
|
|
|
|
/s/ STEPHEN A. THORINGTON
|
|
Director
|
|
February 11, 2016
|
Stephen A. Thorington
|
|
|
|
|
|
|
|
|
|
/s/ LEE T. TODD, JR.
|
|
Director
|
|
February 11, 2016
|
Lee T. Todd, Jr.
|
|
|
|
|
|
|
|
|
|
/s/ CHRISTINE J. TORETTI
|
|
Director
|
|
February 11, 2016
|
Christine J. Toretti
|
|
|
|
|
(a)
|
Total Shareholder Return.
For purposes of this Program, total shareholder return will be calculated as follows:
|
(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.
|
(c)
|
Application of Performance Condition
. A Participant’s “Awarded Value” shall be calculated by multiplying (i) the number of such Participant’s Performance 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 Performance 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 Performance Share Units shall be converted into additional Performance Share Units in the Participant’s name (such additional Performance 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 Performance Share Units with respect to which they relate.
|
(a)
|
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 Performance Share Units, contingent upon achievement of the Performance Conditions set forth in Section 5.
|
(b)
|
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, EQT Midstream Services, LLC or EQT GP 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 Performance 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 Performance Share Units shall be forfeited upon his or her retirement or resignation as an employee of the Company or an Affiliate.
|
(c)
|
Other Termination
. If a Participant’s employment is involuntarily terminated and such termination is not a Qualifying Termination, the Participant’s Performance Share Units shall be forfeited. Except as provided in subsections
|
(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 Performance 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,
|
•
|
Authorizing Performance Share Unit awards to Participants,
|
•
|
Adjusting Performance Share Unit awards to account for extraordinary events,
|
•
|
Serving as the final arbiter of any disagreement between Program Participants, Company management, Program administrators, and any other interested parties to the Program, and
|
•
|
Maintaining final authority to amend, modify or terminate the Program at any time.
|
CABOT OIL & GAS CORPORATION
|
CHESAPEAKE ENERGY CORPORATION
|
CIMAREX ENERGY CO.
CONCHO RESOURCES INC.
CONSOL ENERGY INC.
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CONTINENTAL RESOURCES, INC.
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ENERGEN CORPORATION
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EOG RESOURCES, INC.
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EXCO RESOURCES, INC.
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MARATHON OIL CORPORATION
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NATIONAL FUEL GAS COMPANY
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NEWFIELD EXPLORATION COMPANY
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NOBLE ENERGY, INC.
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ONEOK, INC.
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PIONEER NATURAL RESOURCES COMPANY
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QEP RESOURCES, INC.
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RANGE RESOURCES CORPORATION
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SM ENERGY COMPANY
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SOUTHWESTERN ENERGY COMPANY
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SPECTRA ENERGY CORP
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ULTRA PETROLEUM CORP.
WHITING PETROLEUM CORPORATION
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Payout Factor*
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|||||||
Total Sales Volume Growth**
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25% Compound Annual Growth Rate
|
.75
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1.00
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1.50
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2.00
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2.40
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2.60
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2.80
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3.00
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20% Compound Annual Growth Rate
|
.55
|
.95
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1.35
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1.75
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2.15
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2.35
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2.55
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2.75
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15% Compound Annual Growth Rate
|
.30
|
.70
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1.10
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1.50
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1.90
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2.10
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2.30
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2.50
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5% Compound Annual Growth Rate
|
.00
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.20
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.60
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1.00
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1.40
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1.60
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1.80
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2.00
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0% Compound Annual Growth Rate
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.00
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.00
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.00
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.50
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.90
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1.10
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1.30
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1.50
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23-21
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20-18
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17-15
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14-12
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11-10
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9-7
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6-4
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3-1
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Total Shareholder Return Rank
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*
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Payout Factor shall be interpolated between stated levels of Total Sales Volume Growth.
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**
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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:
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•
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“BeginningVolume” is equal to the Company’s total production sales volumes (Bcfe) during 2015 as reported in the Company’s 2015 annual report on Form 10-K.
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•
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“EndingVolume” is equal to:
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◦
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In the event the Performance Period expires on December 31, 2018 and no Qualifying Change of Control occurs prior to the filing date of the Company’s 2018 annual report on Form 10-K (the “2018 Form 10-K”), the Company’s total production sales volumes (Bcfe) during 2018 as reported in the 2018 Form 10-K.
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◦
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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 2018 Form 10-K, the sum of the Company’s total production sales volumes (Bcfe) for the four (4) quarters actually completed which precede the closing date of the Qualifying Change of Control and for which a Form 10-Q (or, in the case of the fourth quarter of any such year, a Form 10-K), is filed prior to such closing date. The total production sales volumes (Bcfe) for such quarters shall be the total production sales volumes as reported in the applicable Forms 10-Q (and, in the case of the fourth quarter of any year, the total production sales volumes calculated for the fourth quarter by reducing the annual total production sales volumes reported in the applicable Form 10-K by the quarterly total production sales volumes reported in the Forms 10-Q for the first three quarters of such year).
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◦
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In the event of a Qualifying Change of Control prior to the filing date of the Company’s 2016 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 2016 total production sales volumes. By way of example only, the quarterly total production sales volumes would be annualized as follows:
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•
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“Period” is equal to (i) in the event the Performance Period expires on December 31, 2018 and no Qualifying Change of Control occurs prior to the filing date of the 2018 Form 10-K, three (3) years, or (ii) in the event of a Qualifying Change of Control prior to the filing date of the 2018 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, 2017 and the Company filed its Form 10-Q for the second quarter of 2017 prior to such date, the “Period” would equal one and one-half (1.5) years.
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EQT Corporation
By:
/s/ Charlene Petrelli
Name: Charlene Petrelli
Title: Vice President &
Chief Human Resources Officer
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Employee:
/s/ Randall L. Crawford
Randall L. Crawford
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EQT CORPORATION
By:
Title
Date
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EMPLOYEE
Name: Randall L. Crawford
Date
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Entity
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Jurisdiction
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Allegheny Valley Connector, LLC
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Delaware
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Antrim Midstream, LLC
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Delaware
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EPC Investments, Inc.
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Delaware
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EQM Gathering, LLC
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Delaware
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EQM Gathering Holdings, LLC
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Delaware
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EQM Gathering Opco, LLC
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Delaware
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EQT Capital Corporation
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Delaware
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EQT CNG, LLC
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Delaware
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EQT Energy, LLC
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Delaware
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EQT Energy Supply, LLC
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Delaware
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EQT Energy Supply Holdings, LP
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Delaware
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EQT Gathering, LLC
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Delaware
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EQT Gathering Holdings, LLC
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Delaware
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EQT GP Corporation
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Delaware
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EQT GP Holdings, LP
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Delaware
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EQT GP Services, LLC
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Delaware
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EQT Investments Holdings, LLC
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Delaware
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EQT IP Ventures, LLC
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Delaware
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EQT Midstream Finance Corporation
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Delaware
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EQT Midstream Partners, LP
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Delaware
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EQT Midstream Services, LLC
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Delaware
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EQT Production Company
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Pennsylvania
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EQT Production Texas, LLC
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Delaware
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Equitrans Construction, LLC
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Delaware
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Equitrans Investments, LLC
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Delaware
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Equitrans Services, LLC
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Delaware
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Equitrans, L.P.
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Pennsylvania
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ET Blue Grass Clearing, LLC
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Pennsylvania
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ET Blue Grass, LLC
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Delaware
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MVP Holdco, LLC
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Delaware
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Rager Mountain Storage Company, LLC
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Delaware
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•
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Registration Statement (Form S-3 No. 333-158198) pertaining to the 2009 Dividend Reinvestment and Stock Purchase Plan,
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•
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Registration Statement (Form S-3 No. 333-191781) pertaining to the registration of Debt Securities, Preferred Stock and Common Stock,
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•
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Registration Statement (Form S-8 No. 333-185845) pertaining to the Employee Savings Plan,
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•
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Registration Statement (Form S-8 No. 333-82193) pertaining to the 1999 Non-Employee Directors’ Stock Incentive Plan,
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•
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Registration Statement (Form S-8 No. 333-32410) pertaining to the Deferred Compensation Plan and the Directors’ Deferred Compensation Plan,
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•
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Registration Statement (Form S-8 No. 333-122382) pertaining to the 2005 Employee Deferred Compensation Plan and the 2005 Directors’ Deferred Compensation Plan,
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•
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Registration Statement (Form S-8 No. 333-152044) pertaining to the 2008 Employee Stock Purchase Plan,
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•
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Registration Statement (Form S-8 No. 333-158682) pertaining to the 2009 Long-Term Incentive Plan, and
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•
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Registration Statement (Form S-8 No. 333-195625) pertaining to the 2014 Long-Term Incentive Plan;
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February 11, 2016
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/s/ David L. Porges
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David L. Porges
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Chief Executive Officer
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February 11, 2016
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/s/ Philip P. Conti
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Philip P. Conti
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Senior Vice President and Chief Financial Officer
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/s/ David L. Porges
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February 11, 2016
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David L. Porges
Chief Executive Officer
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/s/ Philip P. Conti
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February 11, 2016
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Philip P. Conti
Senior Vice President and Chief Financial Officer
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\s\ Gabrielle Guerre
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Gabrielle Guerre, P. E.
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TBPE License No. 109935
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Vice President
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As of December 31, 2015
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Proved
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||||||
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Developed
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Total
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Producing
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Non-Producing
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Undeveloped
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Proved
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Audited by Ryder Scott
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Net Reserves
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Gas – MMCF
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5,217,258
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435,732
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3,457,318
|
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9,110,308
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Plant Products - MBarrels
|
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93,591
|
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4,937
|
|
39,954
|
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138,482
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Oil/Condensate - MBarrels
|
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5,900
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0
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0
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5,900
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(1)
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completion intervals which are open at the time of the estimate, but which have not started producing;
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(2)
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wells which were shut-in for market conditions or pipeline connections; or
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(3)
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wells not capable of production for mechanical reasons.
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(i)
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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.
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