[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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•
|
EQT achieved record annual production sales volumes, including a
26%
increase in total sales volumes and a
31%
increase in Marcellus sales volumes. However, the average realized price decreased
20%
to
$2.47
per Mcfe in
2016
from
$3.09
per Mcfe in
2015
.
|
•
|
The Company increased its Marcellus acreage position by acquiring approximately
145,500
net Marcellus acres located primarily in northern West Virginia and southwestern Pennsylvania, including
122,100
net Marcellus acres acquired through the Statoil Acquisition, the Republic Transaction, the Trans Energy Merger and the Pennsylvania Acquisition (as defined in Note 9 to the Consolidated Financial Statements).
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•
|
EQM began offering service on the Ohio Valley Connector (OVC) on October 1, 2016. This 37-mile pipeline extends EQM's transmission and storage system from northern West Virginia to Clarington, Ohio, at which point it interconnects with the Rockies Express Pipeline. The OVC is certificated to provide approximately 850 BBtu per day of transmission capacity with an aggregate compression of approximately 38,000 horsepower. EQT has entered into a 20-year precedent agreement with EQM for a total of 650 BBtu per day of firm transmission capacity on the OVC.
|
•
|
The Company completed two underwritten public common stock offerings, receiving total net proceeds of approximately
$1.2 billion
for
19,550,000
shares.
|
•
|
EQM issued
2,949,309
common units through its "At the Market" common unit offering program (the $750 million ATM Program) at an average price per unit of
$74.42
. EQM received net proceeds of approximately
$217.1 million
.
|
•
|
EQM issued
$500 million
of 4.125% Senior Notes (4.125% Senior Notes) due
2026
for net proceeds of approximately
$491.4 million
.
|
•
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Effective October 1, 2016, EQT sold to EQM (i)
100%
of the outstanding limited liability company interests of Allegheny Valley Connector, LLC and Rager Mountain Storage Company LLC and (ii) certain gathering assets located in southwestern Pennsylvania and northern West Virginia, for
$275 million
(collectively, the October 2016 Sale).
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•
|
On December 28, 2016, the Company sold a gathering system that primarily gathered gas for third-parties for
$75.0 million
, resulting in an
$8.0 million
gain.
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(Bcfe)
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Marcellus
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Upper
Devonian
|
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Other
|
|
Total
|
||||
Proved Developed
|
|
4,732
|
|
|
452
|
|
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1,659
|
|
|
6,843
|
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Proved Undeveloped
|
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6,468
|
|
|
197
|
|
|
—
|
|
|
6,665
|
|
Total Proved Reserves
|
|
11,200
|
|
|
649
|
|
|
1,659
|
|
|
13,508
|
|
|
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Years Ended December 31,
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||||||||||
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2016
|
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2015
|
|
2014
|
||||||
Gross wells spud:
|
|
|
|
|
|
|
||||||
Horizontal Marcellus*
|
|
130
|
|
|
157
|
|
|
237
|
|
|||
Other
|
|
5
|
|
|
4
|
|
|
108
|
|
|||
Total
|
|
135
|
|
|
161
|
|
|
345
|
|
|||
|
|
|
|
|
|
|
||||||
Capital expenditures for well development (in millions):
|
||||||||||||
Horizontal Marcellus*
|
|
$
|
686
|
|
|
$
|
1,527
|
|
|
$
|
1,456
|
|
Other
|
|
97
|
|
|
143
|
|
|
261
|
|
|||
Total
|
|
$
|
783
|
|
|
$
|
1,670
|
|
|
$
|
1,717
|
|
•
|
Range Resources Header Pipeline Project
. EQT Gathering expects to complete this project in the second quarter of 2017, including the installation of approximately 25 miles of pipeline and 32,000 horsepower compression. The pipeline is expected to cost approximately $250 million and provide total firm capacity of 600 MMcf per day, which is fully reserved under a ten-year firm capacity reservation commitment contract. EQT Gathering expects to invest approximately $40 million on the project in
2017
.
|
•
|
Affiliate Gathering System Expansions
. EQT Gathering expects to invest $200 million to $230 million in 2017 on gathering system expansion projects in support of development of EQT Production's Marcellus acreage position. These expansions include installing approximately 30 miles of gathering pipeline and 10,000 horsepower of compression across northern West Virginia and southwestern Pennsylvania during 2017.
|
•
|
Mountain Valley Pipeline
. The MVP Joint Venture is a joint venture with affiliates of each of NextEra Energy, Inc., Consolidated Edison, Inc., WGL Holdings, Inc. and RGC Resources, Inc. EQM is the operator of the MVP and owned a 45.5% interest in the MVP Joint Venture as of December 31, 2016. The 42 inch diameter MVP has a targeted capacity of 2.0 Bcf per day and is estimated to span 300-miles extending from EQT Transmission's existing transmission and storage system in Wetzel County, West Virginia to Pittsylvania County, Virginia. As currently designed, the MVP is estimated to cost a total of $3.0 billion to $3.5 billion, excluding AFUDC, with EQM funding its proportionate share through capital contributions made to the joint venture. In 2017, EQM expects to provide capital contributions of $200 million to $500 million to the MVP Joint Venture, primarily in support of materials, land, engineering design, environmental work and construction activities. The MVP Joint Venture has secured a total of 2.0 Bcf per day of firm capacity commitments at 20-year terms, including a 1.29 Bcf per day firm capacity commitment by EQT, and is currently in negotiation with additional shippers who have expressed interest in the MVP project. The FERC issued the Draft Environmental Impact Statement for the project in September 2016 and is currently working to develop the Final Environmental Impact Statement. The pipeline is targeted to be placed in-service during the fourth quarter of 2018.
|
•
|
Transmission Expansion
. EQT Transmission plans to invest $60 million to $80 million on transmission expansion projects in 2017, including Equitrans expansion projects and modernization projects on the Allegheny Valley Connector (AVC) facilities. The Equitrans expansion projects are designed to increase deliverable capacity to EQT Transmission's Mobley hub, which is the origin of both the OVC and the MVP. The projects include additional compression, pipeline looping and new header pipelines. In total, the projects are expected to add up to 1.5 Bcf per day of capacity by the end of 2018, consistent with the target MVP in-service date. The AVC modernization projects primarily consist of the replacement of approximately 20 miles of pipeline.
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2016
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2015
|
|
2014
|
||||||
Average sales price per Mcfe sold (excluding cash settled derivatives)
|
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$
|
1.99
|
|
|
$
|
2.38
|
|
|
$
|
4.48
|
|
Average sales price per Mcfe sold (including cash settled derivatives)
|
|
$
|
2.47
|
|
|
$
|
3.09
|
|
|
$
|
4.50
|
|
|
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For the Years Ended December 31,
|
||||||||||
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2016
|
|
2015
|
|
2014
|
||||||
|
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(Thousands)
|
||||||||||
Operating Revenues:
|
|
|
|
|
|
|
||||||
Sales of natural gas, oil and NGLs (a)
|
|
$
|
1,594,997
|
|
|
$
|
1,690,360
|
|
|
$
|
2,132,409
|
|
Pipeline and net marketing services (b)
|
|
262,342
|
|
|
263,640
|
|
|
256,359
|
|
|||
(Loss) gain on derivatives not designated as hedges (a)
|
|
(248,991
|
)
|
|
385,762
|
|
|
80,942
|
|
|||
Total operating revenues
|
|
$
|
1,608,348
|
|
|
$
|
2,339,762
|
|
|
$
|
2,469,710
|
|
|
|
For the Years Ended December 31,
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
Natural Gas:
|
|
|
|
|
|
|
|
|
|
|||
Average sales price (excluding cash settled derivatives) ($/Mcf)
|
|
$
|
1.88
|
|
|
$
|
2.28
|
|
|
$
|
4.19
|
|
Average sales price (including cash settled derivatives) ($/Mcf)
|
|
$
|
2.41
|
|
|
$
|
3.06
|
|
|
$
|
4.21
|
|
NGLs (excluding ethane):
|
|
|
|
|
|
|
|
|
||||
Average sales price ($/Bbl)
|
|
$
|
19.43
|
|
|
$
|
18.84
|
|
|
$
|
41.94
|
|
Ethane:
|
|
|
|
|
|
|
||||||
Average sales price ($/Bbl) (a)
|
|
$
|
5.08
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Crude Oil:
|
|
|
|
|
|
|
|
|
||||
Average sales price ($/Bbl)
|
|
$
|
34.73
|
|
|
$
|
38.70
|
|
|
$
|
78.51
|
|
|
|
Natural Gas
|
|
Oil
|
Total productive wells at December 31, 2016:
|
|
|
|
|
Total gross productive wells
|
|
13,699
|
|
109
|
Total net productive wells
|
|
12,956
|
|
105
|
Total in-process wells at December 31, 2016:
|
|
0
|
|
|
Total gross in-process wells
|
|
165
|
|
—
|
Total net in-process wells
|
|
161
|
|
—
|
|
|
Natural Gas
(MMcf)
|
|
Oil and NGLs
(Bbls)
|
Developed
|
|
6,074,958
|
|
128,000
|
Undeveloped
|
|
6,256,909
|
|
68,090
|
Total proved reserves
|
|
12,331,867
|
|
196,090
|
|
|
For the Years Ended December 31,
|
|||||||
|
|
2016
|
|
2015
|
|
2014
|
|||
Exploratory wells:
|
|
|
|
|
|
|
|
|
|
Productive
|
|
—
|
|
|
1.0
|
|
|
—
|
|
Dry
|
|
—
|
|
|
1.0
|
|
|
—
|
|
Development wells:
|
|
|
|
|
|
|
|
|
|
Productive
|
|
140.9
|
|
|
234.5
|
|
|
265.4
|
|
Dry
|
|
15.0
|
|
|
3.0
|
|
|
—
|
|
|
|
Pennsylvania
|
|
West
Virginia
|
|
Kentucky
|
|
Other (b)
|
|
Total
|
|||||
Natural gas, oil and NGLs production (MMcfe) – 2016 (a)
|
|
426,524
|
|
|
272,529
|
|
|
61,267
|
|
|
16,043
|
|
|
776,363
|
|
Natural gas, oil and NGLs production (MMcfe) – 2015 (a)
|
|
327,616
|
|
|
208,376
|
|
|
65,726
|
|
|
16,968
|
|
|
618,686
|
|
Natural gas, oil and NGLs production (MMcfe) – 2014 (a)
|
|
237,365
|
|
|
164,330
|
|
|
66,775
|
|
|
19,609
|
|
|
488,079
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Natural gas, oil and NGLs sales (MMcfe) – 2016
|
|
429,011
|
|
|
264,452
|
|
|
51,200
|
|
|
14,304
|
|
|
758,967
|
|
Natural gas, oil and NGLs sales (MMcfe) – 2015
|
|
329,626
|
|
|
200,121
|
|
|
57,825
|
|
|
15,510
|
|
|
603,082
|
|
Natural gas, oil and NGLs sales (MMcfe) – 2014
|
|
240,685
|
|
|
158,868
|
|
|
58,790
|
|
|
17,917
|
|
|
476,260
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Average net revenue interest of proved reserves (%)
|
|
81.2
|
%
|
|
84.8
|
%
|
|
93.2
|
%
|
|
80.5
|
%
|
|
83.6
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Total gross productive wells
|
|
1,212
|
|
|
5,213
|
|
|
5,720
|
|
|
1,663
|
|
|
13,808
|
|
Total net productive wells
|
|
1,198
|
|
|
4,961
|
|
|
5,409
|
|
|
1,493
|
|
|
13,061
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Total gross productive acreage
|
|
115,473
|
|
|
334,420
|
|
|
471,055
|
|
|
136,528
|
|
|
1,057,476
|
|
Total gross undeveloped acreage
|
|
319,809
|
|
|
963,417
|
|
|
1,030,746
|
|
|
201,359
|
|
|
2,515,331
|
|
Total gross acreage
|
|
435,282
|
|
|
1,297,837
|
|
|
1,501,801
|
|
|
337,887
|
|
|
3,572,807
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Total net productive acreage
|
|
114,540
|
|
|
331,381
|
|
|
463,902
|
|
|
108,967
|
|
|
1,018,790
|
|
Total net undeveloped acreage
|
|
295,768
|
|
|
816,261
|
|
|
956,495
|
|
|
180,367
|
|
|
2,248,891
|
|
Total net acreage
|
|
410,308
|
|
|
1,147,642
|
|
|
1,420,397
|
|
|
289,334
|
|
|
3,267,681
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
(Amounts in Bcfe)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Proved developed producing reserves
|
|
2,733
|
|
|
2,516
|
|
|
1,156
|
|
|
166
|
|
|
6,571
|
|
Proved developed non-producing reserves
|
|
188
|
|
|
84
|
|
|
—
|
|
|
—
|
|
|
272
|
|
Proved undeveloped reserves
|
|
3,415
|
|
|
3,250
|
|
|
—
|
|
|
—
|
|
|
6,665
|
|
Proved developed and undeveloped reserves
|
|
6,336
|
|
|
5,850
|
|
|
1,156
|
|
|
166
|
|
|
13,508
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Gross proved undeveloped drilling locations
|
|
347
|
|
|
361
|
|
|
—
|
|
|
—
|
|
|
708
|
|
Net proved undeveloped drilling locations
|
|
323
|
|
|
361
|
|
|
—
|
|
|
—
|
|
|
684
|
|
System
|
|
Approximate
Number of Miles |
|
Approximate
Number of Receipt Points |
|
Approximate
Compression (Horsepower) |
Gathering
|
|
1,800
|
|
2,250
|
|
146,000
|
Transmission and storage
|
|
950
|
|
150
|
|
120,000
|
Name and Age
|
|
Current Title (Year Initially
Elected an Executive Officer)
|
|
Business Experience
|
|
|
|
|
|
Randall L. Crawford (54)
|
|
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 and Chief Operating Officer of EQT Midstream Services, LLC, the general partner of EQM, since December 2013. Mr. Crawford was Executive Vice President of EQT Midstream Services, LLC from January 2012 to December 2013 and also served as a Director of EQT Midstream Services, LLC from January 2012 to January 2017. As previously disclosed in the Company’s Form 8-K filed with the SEC on January 9, 2017, as amended on January 10, 2017, Mr. Crawford will step down as Senior Vice President and President, Midstream and Commercial of EQT Corporation and Executive Vice President and Chief Operating Officer of EQT Midstream Services, LLC effective as of February 28, 2017 at which time he will cease to be an employee of the Company.
|
|
|
|
|
|
Lewis B. Gardner (59)
|
|
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.
|
|
|
|
|
|
Robert J. McNally (46)
|
|
Senior Vice President and Chief Financial Officer (2016)
|
|
Elected to present position March 2016. Mr. McNally is also a Director and Senior Vice President and Chief Financial Officer of each of EQT Midstream Services, LLC and EQT GP Services, LLC, the general partners of EQM and EQGP, respectively, since March 2016. Prior to joining EQT Corporation, Mr. McNally served as Executive Vice President and Chief Financial Officer of Precision Drilling Corporation, a publicly traded drilling services company, from July 2010 to March 2016.
|
|
|
|
|
|
Charlene Petrelli (56)
|
|
Vice President and Chief Human Resources Officer (2003)
|
|
Elected to present position February 2007.
|
|
|
|
|
|
David L. Porges (59)
|
|
Chairman and Chief Executive Officer (1998)
|
|
Elected to present position December 2015; Chairman, President, and Chief Executive Officer from May 2011 to December 2015. 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. As previously disclosed in the Company's Form 8-K filed with the SEC on December 13, 2016, Mr. Porges will cease to be Chief Executive Officer of the Company effective as of March 1, 2017, at which time he will become Executive Chairman of the Company. Steven T. Schlotterbeck will succeed Mr. Porges as Chief Executive Officer of the Company. Mr. Porges will serve as Executive Chairman through February 28, 2018. As previously disclosed in EQM's and EQGP's respective Form 8-Ks filed with the SEC on January 23, 2017, Mr. Porges will cease to be President and Chief Executive Officer of the general partners of EQM and EQGP, effective as of March 1, 2017.
|
|
|
|
|
|
Steven T. Schlotterbeck (51)
|
|
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 Corporation, since January 2017, a Director of EQT GP Services, LLC, the general partner of EQGP, since January 2015, and a Director of EQT Midstream Services, LLC, the general partner of EQM, since January 2017. As previously disclosed in the Company's Form 8-K filed with the SEC on December 13, 2016, Mr. Schlotterbeck was elected Chief Executive Officer of the Company, effective as of March 1, 2017. As previously disclosed in EQM's and EQGP's respective Form 8-Ks filed with the SEC on January 23, 2017, Mr. Schlotterbeck was also elected President and Chief Executive Officer of the general partners of EQM and EQGP, effective as of March 1, 2017.
|
|
|
|
|
|
Jimmi Sue Smith (44)
|
|
Chief Accounting Officer (2016)
|
|
Elected to present position September 2016; Vice President and Controller of the Company's midstream and commercial businesses from March 2013 to September 2016; Vice President and Controller of the Company's midstream business from January 2013 through March 2013; and Vice President and Controller of the Company's commercial group from September 2011 through January 2013. Ms. Smith is also Chief Accounting Officer of EQT Midstream Services, LLC and EQT GP Services, LLC, the general partners of EQM and EQGP, respectively, since September 2016.
|
|
|
2016
|
|
2015
|
||||||||||||||||||||
|
|
High
|
|
Low
|
|
Dividend
|
|
High
|
|
Low
|
|
Dividend
|
||||||||||||
1st Quarter
|
|
$
|
68.26
|
|
|
$
|
48.30
|
|
|
$
|
0.03
|
|
|
$
|
83.46
|
|
|
$
|
71.33
|
|
|
$
|
0.03
|
|
2nd Quarter
|
|
80.61
|
|
|
63.48
|
|
|
0.03
|
|
|
92.79
|
|
|
80.86
|
|
|
0.03
|
|
||||||
3rd Quarter
|
|
79.64
|
|
|
67.69
|
|
|
0.03
|
|
|
81.67
|
|
|
63.09
|
|
|
0.03
|
|
||||||
4th Quarter
|
|
75.74
|
|
|
63.11
|
|
|
0.03
|
|
|
77.58
|
|
|
47.10
|
|
|
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 2016 (October 1 – October 31)
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
700,000
|
|
November 2016 (November 1 – November 30)
|
|
4,122
|
|
|
68.78
|
|
|
—
|
|
|
700,000
|
|
|
December 2016 (December 1 – December 31)
|
|
164
|
|
|
67.06
|
|
|
—
|
|
|
700,000
|
|
|
Total
|
|
4,286
|
|
|
$
|
68.71
|
|
|
—
|
|
|
|
|
|
|
12/11
|
|
12/12
|
|
12/13
|
|
12/14
|
|
12/15
|
|
12/16
|
||||||||||||
EQT Corporation
|
|
$
|
100.00
|
|
|
$
|
109.42
|
|
|
$
|
166.83
|
|
|
$
|
140.84
|
|
|
$
|
97.14
|
|
|
$
|
122.09
|
|
S&P 500
|
|
100.00
|
|
|
116.00
|
|
|
153.58
|
|
|
174.60
|
|
|
177.01
|
|
|
198.18
|
|
||||||
Self-Constructed Peer Group (a)
|
|
100.00
|
|
|
102.60
|
|
|
143.25
|
|
|
126.00
|
|
|
80.99
|
|
|
122.24
|
|
||||||
Self-Constructed Peer Group (b)
|
|
100.00
|
|
|
100.93
|
|
|
140.43
|
|
|
118.81
|
|
|
75.29
|
|
|
114.91
|
|
(a)
|
The 2015 Self-Constructed Peer Group includes the following 22 companies: Cabot Oil & Gas Corp, Chesapeake Energy Corp, Cimarex Energy Co, Concho Resources Inc., CONSOL Energy Inc., Continental Resources Inc., Energen Corp, EOG Resources Inc., EXCO Resources Inc., National Fuel Gas Co, Newfield Exploration Co, Noble Energy Inc., ONEOK Inc., Pioneer Natural Resources Co, QEP Resources Inc., Range Resources Corp, SM Energy Co, Southwestern Energy Co, Spectra Energy Corp, Ultra Petroleum Corp, Whiting Petroleum Corp and Williams Companies Inc. The following companies were included in the self-constructed peer group that served as the basis for the stock performance chart in the Company’s Annual Report on Form 10-K for the year ended December 31, 2015 but have been excluded from the 2015 Self-Constructed Peer Group above: MarkWest Energy Partners, L.P. (acquired), Questar Corporation (acquired) and Quicksilver Resources, Inc. (filed for bankruptcy protection).
|
(b)
|
The 2016 Self-Constructed Peer Group includes the following 22 companies: Cabot Oil & Gas Corp, Chesapeake Energy Corp, Cimarex Energy Co, Concho Resources Inc., CONSOL Energy Inc., Continental Resources Inc., Energen Corp, EOG Resources Inc., EXCO Resources Inc., Marathon Oil Corp, National Fuel Gas Co, Newfield Exploration Co, Noble Energy Inc., ONEOK Inc., Pioneer Natural Resources Co, QEP Resources Inc., Range Resources Corp, SM Energy Co,
|
|
|
As of and for the Years Ended December 31,
|
||||||||||||||||||
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
||||||||||
|
|
(Thousands, except per share amounts)
|
||||||||||||||||||
Total operating revenues
|
|
$
|
1,608,348
|
|
|
$
|
2,339,762
|
|
|
$
|
2,469,710
|
|
|
$
|
1,862,011
|
|
|
$
|
1,377,222
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Amounts attributable to EQT Corporation:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
(Loss) income from continuing operations
|
|
$
|
(452,983
|
)
|
|
$
|
85,171
|
|
|
$
|
385,594
|
|
|
$
|
298,729
|
|
|
$
|
135,902
|
|
Net (loss) income
|
|
$
|
(452,983
|
)
|
|
$
|
85,171
|
|
|
$
|
386,965
|
|
|
$
|
390,572
|
|
|
$
|
183,395
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Earnings per share of common stock attributable to EQT Corporation:
|
|
|
|
|
|
|
|
|
||||||||||||
Basic:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
(Loss) income from continuing operations
|
|
$
|
(2.71
|
)
|
|
$
|
0.56
|
|
|
$
|
2.54
|
|
|
$
|
1.98
|
|
|
$
|
0.91
|
|
Net (loss) income
|
|
$
|
(2.71
|
)
|
|
$
|
0.56
|
|
|
$
|
2.55
|
|
|
$
|
2.59
|
|
|
$
|
1.23
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Diluted:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
(Loss) income from continuing operations
|
|
$
|
(2.71
|
)
|
|
$
|
0.56
|
|
|
$
|
2.53
|
|
|
$
|
1.97
|
|
|
$
|
0.90
|
|
Net (loss) income
|
|
$
|
(2.71
|
)
|
|
$
|
0.56
|
|
|
$
|
2.54
|
|
|
$
|
2.57
|
|
|
$
|
1.22
|
|
Total assets
|
|
$
|
15,472,922
|
|
|
$
|
13,976,172
|
|
|
$
|
12,035,353
|
|
|
$
|
9,765,907
|
|
|
$
|
8,819,750
|
|
Long-term debt
|
|
$
|
3,289,459
|
|
|
$
|
2,793,343
|
|
|
$
|
2,959,353
|
|
|
$
|
2,475,370
|
|
|
$
|
2,496,061
|
|
Cash dividends declared per share of common stock
|
|
$
|
0.12
|
|
|
$
|
0.12
|
|
|
$
|
0.12
|
|
|
$
|
0.12
|
|
|
$
|
0.88
|
|
•
|
Annual production sales volumes of
759.0
Bcfe,
26%
higher than
2015
|
•
|
Marcellus sales volumes of
660.1
Bcfe,
31%
higher than
2015
|
•
|
The Company completed two underwritten public offerings of common stock
|
•
|
The Company increased its Marcellus acreage position by acquiring approximately
145,500
net Marcellus acres located primarily in northern West Virginia and southwestern Pennsylvania, including
122,100
net Marcellus acres acquired through the Statoil Acquisition, the Republic Transaction, the Trans Energy Merger and the Pennsylvania Acquisition
|
•
|
EQM issued common units through its $750 million ATM program, receiving proceeds of
$217.1 million
|
•
|
EQM issued
$500.0 million
of 4.125% Senior Notes due December 1, 2026
|
|
Years Ended December 31,
|
||||||||||
in thousands (unless noted)
|
2016
|
|
2015
|
|
2014
|
||||||
NATURAL GAS
|
|
|
|
|
|
||||||
Sales volume (MMcf)
|
683,495
|
|
|
547,094
|
|
|
432,980
|
|
|||
NYMEX price ($/MMBtu) (a)
|
$
|
2.47
|
|
|
$
|
2.66
|
|
|
$
|
4.38
|
|
Btu uplift
|
$
|
0.22
|
|
|
$
|
0.25
|
|
|
$
|
0.38
|
|
Natural gas price ($/Mcf)
|
$
|
2.69
|
|
|
$
|
2.91
|
|
|
$
|
4.76
|
|
|
|
|
|
|
|
||||||
Basis ($/Mcf) (b)
|
(0.81
|
)
|
|
(0.63
|
)
|
|
(0.57
|
)
|
|||
Cash settled basis swaps (not designated as hedges) ($/Mcf)
|
$
|
0.09
|
|
|
$
|
0.03
|
|
|
$
|
0.05
|
|
Average differential, including cash settled basis swaps ($/Mcf)
|
$
|
(0.72
|
)
|
|
$
|
(0.60
|
)
|
|
$
|
(0.52
|
)
|
|
|
|
|
|
|
||||||
Average adjusted price ($/Mcf)
|
$
|
1.97
|
|
|
$
|
2.31
|
|
|
$
|
4.24
|
|
Cash settled derivatives (cash flow hedges) ($/Mcf)
|
0.13
|
|
|
0.47
|
|
|
(0.06
|
)
|
|||
Cash settled derivatives (not designated as hedges) ($/Mcf)
|
0.31
|
|
|
0.28
|
|
|
0.03
|
|
|||
Average natural gas price, including cash settled derivatives ($/Mcf)
|
$
|
2.41
|
|
|
$
|
3.06
|
|
|
$
|
4.21
|
|
|
|
|
|
|
|
||||||
Natural gas sales, including cash settled derivatives
|
$
|
1,649,831
|
|
|
$
|
1,671,562
|
|
|
$
|
1,822,914
|
|
|
|
|
|
|
|
||||||
LIQUIDS
|
|
|
|
|
|
||||||
NGLs (excluding ethane):
|
|
|
|
|
|
||||||
Sales volume (MMcfe) (c)
|
57,243
|
|
|
51,530
|
|
|
40,587
|
|
|||
Sales volume (Mbbls)
|
9,540
|
|
|
8,588
|
|
|
6,764
|
|
|||
Price ($/Bbl)
|
$
|
19.43
|
|
|
$
|
18.84
|
|
|
$
|
41.94
|
|
NGLs sales
|
$
|
185,405
|
|
|
$
|
161,775
|
|
|
$
|
283,728
|
|
Ethane:
|
|
|
|
|
|
||||||
Sales volume (MMcfe) (c)
|
13,856
|
|
|
—
|
|
|
—
|
|
|||
Sales volume (Mbbls)
|
2,309
|
|
|
—
|
|
|
—
|
|
|||
Price ($/Bbl)
|
$
|
5.08
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Ethane sales
|
$
|
11,742
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Oil:
|
|
|
|
|
|
||||||
Sales volume (MMcfe) (c)
|
4,373
|
|
|
4,458
|
|
|
2,693
|
|
|||
Sales volume (Mbbls)
|
729
|
|
|
743
|
|
|
449
|
|
|||
Price ($/Bbl)
|
$
|
34.73
|
|
|
$
|
38.70
|
|
|
$
|
78.51
|
|
Oil sales
|
$
|
25,312
|
|
|
$
|
28,752
|
|
|
$
|
35,232
|
|
|
|
|
|
|
|
||||||
Total liquids sales volume (MMcfe) (c)
|
75,472
|
|
|
55,988
|
|
|
43,280
|
|
|||
Total liquids sales volume (Mbbls)
|
12,578
|
|
|
9,331
|
|
|
7,213
|
|
|||
|
|
|
|
|
|
||||||
Liquids sales
|
$
|
222,459
|
|
|
$
|
190,527
|
|
|
$
|
318,960
|
|
|
|
|
|
|
|
||||||
TOTAL PRODUCTION
|
|
|
|
|
|
||||||
Total natural gas & liquids sales, including cash settled derivatives (d)
|
$
|
1,872,290
|
|
|
$
|
1,862,089
|
|
|
$
|
2,141,874
|
|
Total sales volume (MMcfe)
|
758,967
|
|
|
603,082
|
|
|
476,260
|
|
|||
|
|
|
|
|
|
||||||
Average realized price ($/Mcfe)
|
$
|
2.47
|
|
|
$
|
3.09
|
|
|
$
|
4.50
|
|
Calculation of EQT Production adjusted operating revenues
|
Years Ended December 31,
|
||||||||||
$ in thousands (unless noted)
|
2016
|
|
2015
|
|
2014
|
||||||
EQT Production total operating revenues
|
$
|
1,387,054
|
|
|
$
|
2,131,664
|
|
|
$
|
2,285,138
|
|
(Deduct) add back:
|
|
|
|
|
|
||||||
Gain for hedging ineffectiveness
|
—
|
|
|
—
|
|
|
(24,774
|
)
|
|||
Loss (gain) on derivatives not designated as hedges
|
248,991
|
|
|
(385,762
|
)
|
|
(80,942
|
)
|
|||
Net cash settlements received on derivatives not designated as hedges
|
279,425
|
|
|
172,093
|
|
|
34,239
|
|
|||
Premiums paid for derivatives that settled during the year
|
(2,132
|
)
|
|
(364
|
)
|
|
—
|
|
|||
Pipeline and net marketing services
|
(41,048
|
)
|
|
(55,542
|
)
|
|
(71,787
|
)
|
|||
EQT Production adjusted operating revenues, a non-GAAP financial measure
|
$
|
1,872,290
|
|
|
$
|
1,862,089
|
|
|
$
|
2,141,874
|
|
|
|
|
|
|
|
||||||
Total sales volumes (MMcfe)
|
758,967
|
|
|
603,082
|
|
|
476,260
|
|
|||
|
|
|
|
|
|
||||||
Average realized price ($/Mcfe)
|
$
|
2.47
|
|
|
$
|
3.09
|
|
|
$
|
4.50
|
|
|
|
|
|
|
|
||||||
EQT Production total operating revenues
|
$
|
1,387,054
|
|
|
$
|
2,131,664
|
|
|
$
|
2,285,138
|
|
EQT Gathering total operating revenues
|
397,494
|
|
|
335,105
|
|
|
233,945
|
|
|||
EQT Transmission total operating revenues
|
338,120
|
|
|
297,831
|
|
|
255,273
|
|
|||
Less: intersegment revenues, net
|
(514,320
|
)
|
|
(424,838
|
)
|
|
(304,646
|
)
|
|||
EQT Corporation total operating revenues, as reported in accordance with GAAP
|
$
|
1,608,348
|
|
|
$
|
2,339,762
|
|
|
$
|
2,469,710
|
|
|
|
Years Ended December 31,
|
||||||||||||||||
|
|
2016
|
|
2015
|
|
% change 2016 - 2015
|
|
2014
|
|
% change 2015 - 2014
|
||||||||
OPERATIONAL DATA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||
Sales volume detail (MMcfe):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Marcellus (a)
|
|
660,146
|
|
|
505,102
|
|
|
30.7
|
|
|
378,195
|
|
|
33.6
|
|
|||
Other (b)
|
|
98,821
|
|
|
97,980
|
|
|
0.9
|
|
|
98,065
|
|
|
(0.1
|
)
|
|||
Total production sales volumes (c)
|
|
758,967
|
|
|
603,082
|
|
|
25.8
|
|
|
476,260
|
|
|
26.6
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
||||||||
Average daily sales volumes (MMcfe/d)
|
|
2,074
|
|
|
1,652
|
|
|
25.5
|
|
|
1,305
|
|
|
26.6
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
||||||||
Average realized price ($/Mcfe)
|
|
$
|
2.47
|
|
|
$
|
3.09
|
|
|
(20.1
|
)
|
|
$
|
4.50
|
|
|
(31.3
|
)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Gathering to EQT Gathering ($/Mcfe)
|
|
$
|
0.48
|
|
|
$
|
0.51
|
|
|
(5.9
|
)
|
|
$
|
0.44
|
|
|
15.9
|
|
Transmission to EQT Transmission ($/Mcfe)
|
|
$
|
0.20
|
|
|
$
|
0.20
|
|
|
—
|
|
|
$
|
0.20
|
|
|
—
|
|
Third-party gathering and transmission ($/Mcfe)
|
|
$
|
0.32
|
|
|
$
|
0.29
|
|
|
10.3
|
|
|
$
|
0.29
|
|
|
—
|
|
Processing ($/Mcfe)
|
|
$
|
0.16
|
|
|
$
|
0.17
|
|
|
(5.9
|
)
|
|
$
|
0.14
|
|
|
21.4
|
|
Lease operating expenses (LOE), excluding production taxes ($/Mcfe)
|
|
$
|
0.15
|
|
|
$
|
0.19
|
|
|
(21.1
|
)
|
|
$
|
0.24
|
|
|
(20.8
|
)
|
Production taxes ($/Mcfe)
|
|
$
|
0.08
|
|
|
$
|
0.10
|
|
|
(20.0
|
)
|
|
$
|
0.16
|
|
|
(37.5
|
)
|
Production depletion ($/Mcfe)
|
|
$
|
1.06
|
|
|
$
|
1.18
|
|
|
(10.2
|
)
|
|
$
|
1.22
|
|
|
(3.3
|
)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Depreciation, depletion and amortization (DD&A) (thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Production depletion
|
|
$
|
803,883
|
|
|
$
|
713,651
|
|
|
12.6
|
|
|
$
|
582,624
|
|
|
22.5
|
|
Other DD&A
|
|
55,135
|
|
|
51,647
|
|
|
6.8
|
|
|
47,491
|
|
|
8.8
|
|
|||
Total DD&A
|
|
$
|
859,018
|
|
|
$
|
765,298
|
|
|
12.2
|
|
|
$
|
630,115
|
|
|
21.5
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Capital expenditures (thousands) (d)
|
|
$
|
2,073,907
|
|
|
$
|
1,893,750
|
|
|
9.5
|
|
|
$
|
2,505,365
|
|
|
(24.4
|
)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
FINANCIAL DATA (thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
|
||||||||
Sales of natural gas, oil and NGLs
|
|
$
|
1,594,997
|
|
|
$
|
1,690,360
|
|
|
(5.6
|
)
|
|
$
|
2,107,635
|
|
|
(19.8
|
)
|
Pipeline and net marketing services
|
|
41,048
|
|
|
55,542
|
|
|
(26.1
|
)
|
|
71,787
|
|
|
(22.6
|
)
|
|||
Gain for hedging ineffectiveness
|
|
—
|
|
|
—
|
|
|
—
|
|
|
24,774
|
|
|
(100.0
|
)
|
|||
(Loss) gain on derivatives not designated as hedges
|
|
(248,991
|
)
|
|
385,762
|
|
|
(164.5
|
)
|
|
80,942
|
|
|
376.6
|
|
|||
Total operating revenues
|
|
1,387,054
|
|
|
2,131,664
|
|
|
(34.9
|
)
|
|
2,285,138
|
|
|
(6.7
|
)
|
|||
|
|
|
|
|
|
|
|
|
|
|
||||||||
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Gathering
|
|
413,758
|
|
|
330,562
|
|
|
25.2
|
|
|
232,295
|
|
|
42.3
|
|
|||
Transmission
|
|
341,569
|
|
|
268,368
|
|
|
27.3
|
|
|
209,967
|
|
|
27.8
|
|
|||
Processing
|
|
124,864
|
|
|
100,329
|
|
|
24.5
|
|
|
64,313
|
|
|
56.0
|
|
|||
Lease operating expenses (LOE), excluding production taxes
|
|
112,509
|
|
|
116,527
|
|
|
(3.4
|
)
|
|
112,591
|
|
|
3.5
|
|
|||
Production taxes
|
|
62,317
|
|
|
61,408
|
|
|
1.5
|
|
|
74,652
|
|
|
(17.7
|
)
|
|||
Exploration
|
|
13,410
|
|
|
61,970
|
|
|
(78.4
|
)
|
|
21,665
|
|
|
186.0
|
|
|||
Selling, general and administrative (SG&A)
|
|
180,426
|
|
|
172,725
|
|
|
4.5
|
|
|
149,429
|
|
|
15.6
|
|
|||
DD&A
|
|
859,018
|
|
|
765,298
|
|
|
12.2
|
|
|
630,115
|
|
|
21.5
|
|
|||
Impairment of long-lived assets
|
|
6,939
|
|
|
122,469
|
|
|
(94.3
|
)
|
|
267,339
|
|
|
(54.2
|
)
|
|||
Total operating expenses
|
|
2,114,810
|
|
|
1,999,656
|
|
|
5.8
|
|
|
1,762,366
|
|
|
13.5
|
|
|||
Gain on sale / exchange of assets
|
|
8,025
|
|
|
—
|
|
|
100.0
|
|
|
34,146
|
|
|
(100.0
|
)
|
|||
Operating (loss) income
|
|
$
|
(719,731
|
)
|
|
$
|
132,008
|
|
|
(645.2
|
)
|
|
$
|
556,918
|
|
|
(76.3
|
)
|
(a)
|
Includes Upper Devonian wells.
|
(b)
|
Includes
14,612
MMcfe and
4,173
MMcfe of Utica sales volume for the years ended December 31,
2016
and
2015
, respectively.
|
(c)
|
NGLs, ethane and crude oil were converted to Mcfe at the rate of six Mcfe per barrel for all periods.
|
(d)
|
Includes cash capital expenditures of
$1,051.2 million
and non-cash capital expenditures of
$87.6 million
related to the Statoil Acquisition, Republic Transaction, Trans Energy Merger and the Pennsylvania Acquisition during the year ended December 31, 2016. 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 Resources) during the year ended December 31, 2014. See Notes
8
and
9
to the Consolidated Financial Statements for additional information related to these transactions.
|
|
|
Years Ended December 31,
|
||||||||||||||||
|
|
2016
|
|
2015
|
|
% change 2016 - 2015
|
|
2014
|
|
% change 2015 - 2014
|
||||||||
FINANCIAL DATA
|
|
|
|
|
(Thousands, other than per day amounts)
|
|
|
|
|
|||||||||
Firm reservation fee revenues
|
|
$
|
339,237
|
|
|
$
|
267,517
|
|
|
26.8
|
|
|
$
|
37,449
|
|
|
614.4
|
|
Volumetric based fee revenues:
|
|
|
|
|
|
|
|
|
|
|
||||||||
Usage fees under firm contracts (a)
|
|
38,408
|
|
|
33,021
|
|
|
16.3
|
|
|
44,594
|
|
|
(26.0
|
)
|
|||
Usage fees under interruptible contracts
|
|
19,849
|
|
|
34,567
|
|
|
(42.6
|
)
|
|
151,902
|
|
|
(77.2
|
)
|
|||
Total volumetric based fee revenues
|
|
58,257
|
|
|
67,588
|
|
|
(13.8
|
)
|
|
196,496
|
|
|
(65.6
|
)
|
|||
Total operating revenues
|
|
397,494
|
|
|
335,105
|
|
|
18.6
|
|
|
233,945
|
|
|
43.2
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
||||||||
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
||||||||
Operating and maintenance
|
|
38,367
|
|
|
37,011
|
|
|
3.7
|
|
|
31,576
|
|
|
17.2
|
|
|||
Selling, general and administrative
|
|
39,678
|
|
|
30,477
|
|
|
30.2
|
|
|
30,966
|
|
|
(1.6
|
)
|
|||
Depreciation and amortization
|
|
30,422
|
|
|
24,360
|
|
|
24.9
|
|
|
23,977
|
|
|
1.6
|
|
|||
Total operating expenses
|
|
108,467
|
|
|
91,848
|
|
|
18.1
|
|
|
86,519
|
|
|
6.2
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
||||||||
Operating income
|
|
$
|
289,027
|
|
|
$
|
243,257
|
|
|
18.8
|
|
|
$
|
147,426
|
|
|
65.0
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
OPERATIONAL DATA
|
|
|
|
|
|
|
|
|
|
|
||||||||
Gathered volumes (BBtu per day):
|
|
|
|
|
|
|
|
|
|
|
||||||||
Firm capacity reservation
|
|
1,553
|
|
|
1,140
|
|
|
36.2
|
|
|
180
|
|
|
533.3
|
|
|||
Volumetric based services (b)
|
|
420
|
|
|
485
|
|
|
(13.4
|
)
|
|
1,063
|
|
|
(54.4
|
)
|
|||
Total gathered volumes
|
|
1,973
|
|
|
1,625
|
|
|
21.4
|
|
|
1,243
|
|
|
30.7
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
||||||||
Capital expenditures
|
|
$
|
295,315
|
|
|
$
|
225,537
|
|
|
30.9
|
|
|
$
|
253,638
|
|
|
(11.1
|
)
|
(a)
|
Includes fees on volumes gathered in excess of firm contracted capacity.
|
(b)
|
Includes volumes gathered under interruptible contracts and volumes gathered in excess of firm contracted capacity.
|
|
|
Years Ended December 31,
|
||||||||||||||||
|
|
2016
|
|
2015
|
|
%
change
2016 –
2015
|
|
2014
|
|
%
change
2015 -
2014
|
||||||||
FINANCIAL DATA
|
|
|
|
(Thousands, other than per day amounts)
|
|
|
|
|||||||||||
Firm reservation revenues
|
|
$
|
277,816
|
|
|
$
|
247,231
|
|
|
12.4
|
|
|
$
|
202,112
|
|
|
22.3
|
|
Volumetric based fee revenues:
|
|
|
|
|
|
|
|
|
|
|
||||||||
Usage fees under firm contracts
(a)
|
|
45,679
|
|
|
42,646
|
|
|
7.1
|
|
|
41,828
|
|
|
2.0
|
|
|||
Usage fees under interruptible contracts
|
|
14,625
|
|
|
7,954
|
|
|
83.9
|
|
|
11,333
|
|
|
(29.8
|
)
|
|||
Total volumetric based fee revenues
|
|
60,304
|
|
|
50,600
|
|
|
19.2
|
|
|
53,161
|
|
|
(4.8
|
)
|
|||
Total operating revenues
|
|
338,120
|
|
|
297,831
|
|
|
13.5
|
|
|
255,273
|
|
|
16.7
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
||||||||
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Operating and maintenance
|
|
34,846
|
|
|
33,092
|
|
|
5.3
|
|
|
24,837
|
|
|
33.2
|
|
|||
Selling, general and administrative
|
|
33,083
|
|
|
31,425
|
|
|
5.3
|
|
|
20,183
|
|
|
55.7
|
|
|||
Depreciation and amortization
|
|
32,269
|
|
|
25,535
|
|
|
26.4
|
|
|
25,084
|
|
|
1.8
|
|
|||
Total operating expenses
|
|
100,198
|
|
|
90,052
|
|
|
11.3
|
|
|
70,104
|
|
|
28.5
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
||||||||
Operating income
|
|
$
|
237,922
|
|
|
$
|
207,779
|
|
|
14.5
|
|
|
$
|
185,169
|
|
|
12.2
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
OPERATIONAL DATA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Transmission pipeline throughput (BBtu per day)
|
|
|
|
|
|
|
|
|
|
|
||||||||
Firm capacity reservation
|
|
1,651
|
|
|
1,841
|
|
|
(10.3
|
)
|
|
1,405
|
|
|
31.0
|
|
|||
Volumetric based services
(b)
|
|
430
|
|
|
281
|
|
|
53.0
|
|
|
389
|
|
|
(27.8
|
)
|
|||
Total transmission pipeline throughput
|
|
2,081
|
|
|
2,122
|
|
|
(1.9
|
)
|
|
1,794
|
|
|
18.3
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
||||||||
Average contracted firm transmission reservation commitments (BBtu per day)
|
|
2,814
|
|
|
2,624
|
|
|
7.2
|
|
|
2,056
|
|
|
27.6
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
||||||||
Capital expenditures
|
|
$
|
292,049
|
|
|
$
|
203,706
|
|
|
43.4
|
|
|
$
|
137,317
|
|
|
48.3
|
|
(a)
|
Includes commodity charges and fees on volumes transported in excess of firm contracted capacity.
|
(b)
|
Includes volumes transported under interruptible contracts and volumes transported in excess of firm contracted capacity.
|
|
|
Years Ended December 31,
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
|
|
(Thousands)
|
||||||||||
Other income
|
|
$
|
31,693
|
|
|
$
|
9,953
|
|
|
$
|
6,853
|
|
|
|
Years Ended December 31,
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
|
|
|
|
|
(Thousands)
|
|
|
|
||||
Interest expense
|
|
$
|
147,920
|
|
|
$
|
146,531
|
|
|
$
|
136,537
|
|
|
|
Years Ended December 31,
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
|
|
(Thousands)
|
||||||||||
Income tax (benefit) expense
|
|
$
|
(263,464
|
)
|
|
$
|
104,675
|
|
|
$
|
214,092
|
|
|
|
Years Ended December 31,
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
|
|
(Thousands)
|
||||||||||
Net income attributable to noncontrolling interests
|
|
$
|
321,920
|
|
|
$
|
236,715
|
|
|
$
|
124,025
|
|
|
2016 Actual
|
|
2015 Actual
|
|
2014 Actual
|
||||||
Well development (primarily drilling and completion)
|
$
|
783
|
|
|
$
|
1,670
|
|
|
$
|
1,717
|
|
Property acquisitions
|
1,284
|
|
|
182
|
|
|
724
|
|
|||
Production midstream infrastructure
|
7
|
|
|
41
|
|
|
64
|
|
|||
Gathering
|
295
|
|
|
226
|
|
|
254
|
|
|||
Transmission
|
292
|
|
|
204
|
|
|
137
|
|
|||
Other corporate items
|
7
|
|
|
21
|
|
|
4
|
|
|||
Total
|
$
|
2,668
|
|
|
$
|
2,344
|
|
|
$
|
2,900
|
|
Less: non-cash *
|
77
|
|
|
(90
|
)
|
|
448
|
|
|||
Total cash capital expenditures
|
$
|
2,591
|
|
|
$
|
2,434
|
|
|
$
|
2,452
|
|
Rating Service
|
|
Senior
Notes
|
|
Outlook
|
Moody’s Investors Service (Moody's)
|
|
Baa3
|
|
Stable
|
Standard & Poor’s Ratings Service (S&P)
|
|
BBB
|
|
Stable
|
Fitch Ratings Service (Fitch)
|
|
BBB-
|
|
Stable
|
Rating Service
|
|
Senior
Notes
|
|
Outlook
|
Moody's
|
|
Ba1
|
|
Stable
|
S&P
|
|
BBB-
|
|
Stable
|
Fitch
|
|
BBB-
|
|
Stable
|
|
|
2017 (a)(b)
|
|
2018 (a)(b)
|
|
2019
|
||||||
NYMEX Swaps
|
|
|
|
|
|
|
|
|
|
|||
Total Volume (Bcf)
|
|
362
|
|
|
135
|
|
|
19
|
|
|||
Average Price per Mcf (NYMEX) (d)
|
|
$
|
3.35
|
|
|
$
|
3.14
|
|
|
$
|
3.12
|
|
Collars
|
|
|
|
|
|
|
||||||
Total Volume (Bcf)
|
|
22
|
|
|
—
|
|
|
—
|
|
|||
Average Floor Price per Mcf (NYMEX) (d)
|
|
$
|
3.03
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Average Cap Price per Mcf (NYMEX) (d)
|
|
$
|
3.94
|
|
|
$
|
—
|
|
|
$
|
—
|
|
(c)
|
The average price is based on a conversion rate of 1.05 MMBtu/Mcf.
|
|
|
Total
|
|
2017
|
|
2018-2019
|
|
2020-2021
|
|
2022+
|
||||||||||
|
|
(Thousands)
|
||||||||||||||||||
Purchase obligations
|
|
$
|
11,631,378
|
|
|
$
|
446,214
|
|
|
$
|
1,237,662
|
|
|
$
|
1,454,506
|
|
|
$
|
8,492,996
|
|
Long-term debt
|
|
3,318,200
|
|
|
—
|
|
|
1,408,000
|
|
|
785,200
|
|
|
1,125,000
|
|
|||||
Interest payments on long-term debt (a)
|
|
970,698
|
|
|
190,270
|
|
|
346,954
|
|
|
203,424
|
|
|
230,050
|
|
|||||
Operating leases
|
|
143,314
|
|
|
55,496
|
|
|
36,753
|
|
|
19,581
|
|
|
31,484
|
|
|||||
Post-retirement benefits
|
|
22,493
|
|
|
1,666
|
|
|
3,101
|
|
|
2,848
|
|
|
14,878
|
|
|||||
Other liabilities
|
|
51,897
|
|
|
21,297
|
|
|
30,600
|
|
|
—
|
|
|
—
|
|
|||||
Total contractual obligations
|
|
$
|
16,137,980
|
|
|
$
|
714,943
|
|
|
$
|
3,063,070
|
|
|
$
|
2,465,559
|
|
|
$
|
9,894,408
|
|
(a)
|
Interest payments exclude interest due related to the credit facility borrowings as the interest rate on EQM's credit facility agreement is variable.
|
|
|
Page Reference
|
|
|
|
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
|
2016
|
|
2015
|
|
2014
|
||||||
|
(Thousands except per share amounts)
|
||||||||||
Revenues:
|
|
|
|
|
|
||||||
Sales of natural gas, oil and NGLs
|
$
|
1,594,997
|
|
|
$
|
1,690,360
|
|
|
$
|
2,132,409
|
|
Pipeline and net marketing services
|
262,342
|
|
|
263,640
|
|
|
256,359
|
|
|||
(Loss) gain on derivatives not designated as hedges
|
(248,991
|
)
|
|
385,762
|
|
|
80,942
|
|
|||
Total operating revenues
|
1,608,348
|
|
|
2,339,762
|
|
|
2,469,710
|
|
|||
|
|
|
|
|
|
||||||
Operating expenses:
|
|
|
|
|
|
|
|
|
|||
Transportation and processing
|
365,817
|
|
|
275,348
|
|
|
202,203
|
|
|||
Operation and maintenance
|
73,266
|
|
|
69,760
|
|
|
54,528
|
|
|||
Production
|
174,826
|
|
|
177,935
|
|
|
187,243
|
|
|||
Exploration
|
13,410
|
|
|
61,970
|
|
|
21,716
|
|
|||
Selling, general and administrative
|
272,747
|
|
|
249,925
|
|
|
238,134
|
|
|||
Depreciation, depletion and amortization
|
927,920
|
|
|
819,216
|
|
|
679,298
|
|
|||
Impairment of long-lived assets
|
66,687
|
|
|
122,469
|
|
|
267,339
|
|
|||
Total operating expenses
|
1,894,673
|
|
|
1,776,623
|
|
|
1,650,461
|
|
|||
|
|
|
|
|
|
||||||
Gain on sale / exchange of assets
|
8,025
|
|
|
—
|
|
|
34,146
|
|
|||
Operating (loss) income
|
(278,300
|
)
|
|
563,139
|
|
|
853,395
|
|
|||
|
|
|
|
|
|
||||||
Other income
|
31,693
|
|
|
9,953
|
|
|
6,853
|
|
|||
Interest expense
|
147,920
|
|
|
146,531
|
|
|
136,537
|
|
|||
(Loss) income before income taxes
|
(394,527
|
)
|
|
426,561
|
|
|
723,711
|
|
|||
Income tax (benefit) expense
|
(263,464
|
)
|
|
104,675
|
|
|
214,092
|
|
|||
(Loss) income from continuing operations
|
(131,063
|
)
|
|
321,886
|
|
|
509,619
|
|
|||
Income from discontinued operations, net of tax
|
—
|
|
|
—
|
|
|
1,371
|
|
|||
Net (loss) income
|
(131,063
|
)
|
|
321,886
|
|
|
510,990
|
|
|||
Less: Net income attributable to noncontrolling interests
|
321,920
|
|
|
236,715
|
|
|
124,025
|
|
|||
Net (loss) income attributable to EQT Corporation
|
$
|
(452,983
|
)
|
|
$
|
85,171
|
|
|
$
|
386,965
|
|
|
|
|
|
|
|
||||||
Amounts attributable to EQT Corporation:
|
|
|
|
|
|
|
|
|
|||
(Loss) income from continuing operations
|
$
|
(452,983
|
)
|
|
$
|
85,171
|
|
|
$
|
385,594
|
|
Income from discontinued operations, net of tax
|
—
|
|
|
—
|
|
|
1,371
|
|
|||
Net (loss) income
|
$
|
(452,983
|
)
|
|
$
|
85,171
|
|
|
$
|
386,965
|
|
|
|
|
|
|
|
||||||
Earnings per share of common stock attributable to EQT Corporation:
|
|
|
|
|
|
|
|
|
|||
Basic:
|
|
|
|
|
|
|
|
|
|||
Weighted average common stock outstanding
|
166,978
|
|
|
152,398
|
|
|
151,553
|
|
|||
(Loss) income from continuing operations
|
$
|
(2.71
|
)
|
|
$
|
0.56
|
|
|
$
|
2.54
|
|
Income from discontinued operations, net of tax
|
—
|
|
|
—
|
|
|
0.01
|
|
|||
Net (loss) income
|
$
|
(2.71
|
)
|
|
$
|
0.56
|
|
|
$
|
2.55
|
|
|
|
|
|
|
|
||||||
Diluted:
|
|
|
|
|
|
|
|
|
|||
Weighted average common stock outstanding
|
166,978
|
|
|
152,939
|
|
|
152,513
|
|
|||
(Loss) income from continuing operations
|
$
|
(2.71
|
)
|
|
$
|
0.56
|
|
|
$
|
2.53
|
|
Income from discontinued operations, net of tax
|
—
|
|
|
—
|
|
|
0.01
|
|
|||
Net (loss) income
|
$
|
(2.71
|
)
|
|
$
|
0.56
|
|
|
$
|
2.54
|
|
|
2016
|
|
2015
|
|
2014
|
||||||
|
(Thousands)
|
||||||||||
Net (loss) income
|
$
|
(131,063
|
)
|
|
$
|
321,886
|
|
|
$
|
510,990
|
|
|
|
|
|
|
|
||||||
Other comprehensive (loss) income, net of tax:
|
|
|
|
|
|
|
|
|
|||
Net change in cash flow hedges:
|
|
|
|
|
|
|
|
|
|||
Natural gas, net of tax (benefit) expense of ($36,296), ($102,271) and $102,850
|
(55,155
|
)
|
|
(152,359
|
)
|
|
155,422
|
|
|||
Interest rate, net of tax expense of $104, $100 and $104
|
144
|
|
|
144
|
|
|
145
|
|
|||
Pension and other post-retirement benefits liability adjustment, net of tax expense (benefit) of $6,778, ($564) and ($515)
|
10,675
|
|
|
(901
|
)
|
|
(776
|
)
|
|||
Other comprehensive (loss) income
|
(44,336
|
)
|
|
(153,116
|
)
|
|
154,791
|
|
|||
Comprehensive (loss) income
|
(175,399
|
)
|
|
168,770
|
|
|
665,781
|
|
|||
Less: Comprehensive income attributable to noncontrolling interests
|
321,920
|
|
|
236,715
|
|
|
124,025
|
|
|||
Comprehensive (loss) income attributable to EQT Corporation
|
$
|
(497,319
|
)
|
|
$
|
(67,945
|
)
|
|
$
|
541,756
|
|
|
2016
|
|
2015
|
|
2014
|
||||||
|
(Thousands)
|
||||||||||
Cash flows from operating activities:
|
|
|
|
|
|
|
|
|
|||
Net (loss) income
|
$
|
(131,063
|
)
|
|
$
|
321,886
|
|
|
$
|
510,990
|
|
Adjustments to reconcile net (loss) income to net cash provided by operating activities:
|
|
|
|
|
|
|
|
|
|||
Deferred income taxes
|
(180,261
|
)
|
|
17,876
|
|
|
32,021
|
|
|||
Depreciation, depletion and amortization
|
927,920
|
|
|
819,216
|
|
|
679,298
|
|
|||
Asset and lease impairments and exploratory well costs
|
75,434
|
|
|
182,242
|
|
|
281,979
|
|
|||
Gain on sale / exchange of assets
|
(8,025
|
)
|
|
—
|
|
|
(34,146
|
)
|
|||
Gain on dispositions included in discontinued operations
|
—
|
|
|
—
|
|
|
(2,898
|
)
|
|||
Provision for (recoveries of) for losses on accounts receivable
|
3,856
|
|
|
(1,903
|
)
|
|
88
|
|
|||
Other income
|
(31,693
|
)
|
|
(9,953
|
)
|
|
(6,853
|
)
|
|||
Stock-based compensation expense
|
44,605
|
|
|
58,629
|
|
|
42,123
|
|
|||
Gain recognized in operating revenues for hedging ineffectiveness
|
—
|
|
|
—
|
|
|
(24,774
|
)
|
|||
Loss (gain) on derivatives not designated as hedges
|
248,991
|
|
|
(385,762
|
)
|
|
(80,942
|
)
|
|||
Cash settlements received on derivatives not designated as hedges
|
279,425
|
|
|
172,093
|
|
|
34,239
|
|
|||
Pension settlement charge
|
9,403
|
|
|
—
|
|
|
—
|
|
|||
Changes in other assets and liabilities:
|
|
|
|
|
|
|
|
|
|||
Dividend from Nora Gathering, LLC
|
—
|
|
|
—
|
|
|
9,463
|
|
|||
Excess tax benefits on stock-based compensation
|
(1,148
|
)
|
|
(22,945
|
)
|
|
(33,216
|
)
|
|||
Accounts receivable
|
(165,507
|
)
|
|
131,031
|
|
|
(70,392
|
)
|
|||
Accounts payable
|
40,548
|
|
|
(37,623
|
)
|
|
30,350
|
|
|||
Other items, net
|
(48,165
|
)
|
|
(27,847
|
)
|
|
47,412
|
|
|||
Net cash provided by operating activities
|
1,064,320
|
|
|
1,216,940
|
|
|
1,414,742
|
|
|||
|
|
|
|
|
|
||||||
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|||
Capital expenditures
|
(1,539,494
|
)
|
|
(2,434,018
|
)
|
|
(2,277,306
|
)
|
|||
Capital expenditures for acquisitions
|
(1,051,239
|
)
|
|
—
|
|
|
(174,184
|
)
|
|||
Investments in trading securities
|
(288,772
|
)
|
|
—
|
|
|
—
|
|
|||
Sales of investments in trading securities
|
3,890
|
|
|
—
|
|
|
—
|
|
|||
Dry hole costs
|
—
|
|
|
(17,130
|
)
|
|
(166
|
)
|
|||
Capital contributions to Mountain Valley Pipeline, LLC
|
(98,399
|
)
|
|
(84,182
|
)
|
|
—
|
|
|||
Sales of interests in Mountain Valley Pipeline, LLC
|
12,533
|
|
|
9,723
|
|
|
—
|
|
|||
Restricted cash, net
|
(75,000
|
)
|
|
—
|
|
|
—
|
|
|||
Proceeds from sale of assets
|
75,000
|
|
|
—
|
|
|
7,444
|
|
|||
Net cash used in investing activities
|
(2,961,481
|
)
|
|
(2,525,607
|
)
|
|
(2,444,212
|
)
|
|||
|
|
|
|
|
|
||||||
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|||
Proceeds from the issuance of common shares of EQT Corporation, net of issuance costs
|
1,225,999
|
|
|
—
|
|
|
—
|
|
|||
Proceeds from the issuance of common units of EQT Midstream Partners, LP, net of issuance costs
|
217,102
|
|
|
1,182,002
|
|
|
902,467
|
|
|||
Proceeds from the sale of common units of EQT GP Holdings, LP, net of issuance costs
|
—
|
|
|
673,964
|
|
|
—
|
|
|||
Proceeds from issuance of EQT Midstream Partners, LP debt
|
500,000
|
|
|
—
|
|
|
500,000
|
|
|||
Increase in borrowings on EQT Midstream Partners, LP credit facility
|
740,000
|
|
|
617,000
|
|
|
450,000
|
|
|||
Repayment of borrowings on EQT Midstream Partners, LP credit facility
|
(1,039,000
|
)
|
|
(318,000
|
)
|
|
(450,000
|
)
|
|||
Dividends paid
|
(20,156
|
)
|
|
(18,310
|
)
|
|
(18,207
|
)
|
|||
Distributions to noncontrolling interests
|
(189,981
|
)
|
|
(121,759
|
)
|
|
(67,819
|
)
|
|||
Repayments and retirements of debt
|
(5,119
|
)
|
|
(169,004
|
)
|
|
(11,162
|
)
|
|||
Proceeds and excess tax benefits from awards under employee compensation plans
|
6,165
|
|
|
36,965
|
|
|
52,373
|
|
|||
Cash paid for taxes related to net settlement of share-based incentive awards
|
(26,931
|
)
|
|
(47,013
|
)
|
|
(51,262
|
)
|
|||
Debt issuance costs and revolving credit facility origination fees
|
(8,580
|
)
|
|
—
|
|
|
(12,764
|
)
|
|||
Repurchase of common stock
|
(30
|
)
|
|
(3,375
|
)
|
|
(32,368
|
)
|
|||
Net cash provided by financing activities
|
1,399,469
|
|
|
1,832,470
|
|
|
1,261,258
|
|
|||
Net change in cash and cash equivalents
|
(497,692
|
)
|
|
523,803
|
|
|
231,788
|
|
|||
Cash and cash equivalents at beginning of year
|
1,601,232
|
|
|
1,077,429
|
|
|
845,641
|
|
|||
Cash and cash equivalents at end of year
|
$
|
1,103,540
|
|
|
$
|
1,601,232
|
|
|
$
|
1,077,429
|
|
|
|
|
|
|
|
||||||
Cash paid (received) during the year for:
|
|
|
|
|
|
|
|
|
|||
Interest, net of amount capitalized
|
$
|
144,657
|
|
|
$
|
147,550
|
|
|
$
|
128,567
|
|
Income taxes, net
|
$
|
(41,142
|
)
|
|
$
|
95,708
|
|
|
$
|
204,818
|
|
|
|
|
|
|
|
||||||
Noncash activity during the year for:
|
|
|
|
|
|
||||||
Increase in Mountain Valley Pipeline, LLC investment/payable for capital contributions
|
$
|
11,471
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
2016
|
|
2015
|
||||
|
(Thousands)
|
||||||
Assets
|
|
|
|
|
|
||
Current assets:
|
|
|
|
|
|
||
Cash and cash equivalents
|
$
|
1,103,540
|
|
|
$
|
1,601,232
|
|
Trading securities
|
286,396
|
|
|
—
|
|
||
Accounts receivable (less accumulated provision for doubtful accounts: $6,923 in 2016; $3,018 in 2015)
|
341,628
|
|
|
176,957
|
|
||
Derivative instruments, at fair value
|
33,053
|
|
|
417,397
|
|
||
Prepaid expenses and other
|
63,602
|
|
|
55,433
|
|
||
Total current assets
|
1,828,219
|
|
|
2,251,019
|
|
||
|
|
|
|
||||
Property, plant and equipment
|
18,216,775
|
|
|
15,635,549
|
|
||
Less: accumulated depreciation and depletion
|
5,054,559
|
|
|
4,163,528
|
|
||
Net property, plant and equipment
|
13,162,216
|
|
|
11,472,021
|
|
||
|
|
|
|
||||
Restricted cash
|
75,000
|
|
|
—
|
|
||
Investment in nonconsolidated entity
|
184,562
|
|
|
77,025
|
|
||
Other assets
|
222,925
|
|
|
176,107
|
|
||
Total assets
|
$
|
15,472,922
|
|
|
$
|
13,976,172
|
|
|
2016
|
|
2015
|
||||
|
(Thousands)
|
||||||
Liabilities and Shareholders’ Equity
|
|
|
|
|
|
||
Current liabilities:
|
|
|
|
|
|
||
Credit facility borrowings
|
$
|
—
|
|
|
$
|
299,000
|
|
Accounts payable
|
309,978
|
|
|
291,550
|
|
||
Derivative instruments, at fair value
|
257,943
|
|
|
23,434
|
|
||
Other current liabilities
|
236,719
|
|
|
181,835
|
|
||
Total current liabilities
|
804,640
|
|
|
795,819
|
|
||
|
|
|
|
||||
Long-term debt
|
3,289,459
|
|
|
2,793,343
|
|
||
Deferred income taxes
|
1,760,004
|
|
|
1,972,170
|
|
||
Other liabilities and credits
|
499,572
|
|
|
386,798
|
|
||
Total liabilities
|
6,353,675
|
|
|
5,948,130
|
|
||
|
|
|
|
||||
Equity:
|
|
|
|
|
|
||
Shareholders’ equity
|
|
|
|
|
|
||
Common stock, no par value, authorized 320,000 shares, shares issued: 177,896 in 2016 and 158,347 in 2015
|
3,440,185
|
|
|
2,153,280
|
|
||
Treasury stock, shares at cost: 5,069 in 2016 (including 226 held in rabbi trust) and 5,793 in 2015 (including 292 held in rabbi trust)
|
(91,019
|
)
|
|
(104,079
|
)
|
||
Retained earnings
|
2,509,073
|
|
|
2,982,212
|
|
||
Accumulated other comprehensive income
|
2,042
|
|
|
46,378
|
|
||
Total common shareholders’ equity
|
5,860,281
|
|
|
5,077,791
|
|
||
Noncontrolling interests in consolidated subsidiaries
|
3,258,966
|
|
|
2,950,251
|
|
||
Total equity
|
9,119,247
|
|
|
8,028,042
|
|
||
Total liabilities and equity
|
$
|
15,472,922
|
|
|
$
|
13,976,172
|
|
|
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, 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
|
)
|
|||||
Sale of common units of EQT GP Holdings, LP
|
|
|
|
|
|
|
|
|
673,964
|
|
|
673,964
|
|
|||||||||
Issuance of common units of EQT Midstream Partners, LP
|
|
|
|
|
|
|
|
|
|
|
|
|
1,182,002
|
|
|
1,182,002
|
|
|||||
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
|
|
Comprehensive income (net of tax):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Net (loss) income
|
|
|
|
|
|
|
(452,983
|
)
|
|
|
|
|
321,920
|
|
|
(131,063
|
)
|
|||||
Net change in cash flow hedges:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Natural gas, net of tax of ($36,296)
|
|
|
|
|
|
|
|
|
|
(55,155
|
)
|
|
|
|
|
(55,155
|
)
|
|||||
Interest rate, net of tax of $104
|
|
|
|
|
|
|
|
|
|
144
|
|
|
|
|
|
144
|
|
|||||
Pension and other post-retirement benefits liability adjustment, net of tax of $6,778
|
|
|
|
|
|
|
|
|
|
10,675
|
|
|
|
|
|
10,675
|
|
|||||
Dividends ($0.12 per share)
|
|
|
|
|
|
|
(20,156
|
)
|
|
|
|
|
|
|
|
(20,156
|
)
|
|||||
Stock-based compensation plans, net
|
724
|
|
|
42,782
|
|
|
|
|
|
|
|
|
161
|
|
|
42,943
|
|
|||||
Distributions to noncontrolling interests ($3.05 and $0.571 per common unit for EQT Midstream Partners, LP and EQT GP Holdings, LP, respectively)
|
|
|
|
|
|
|
|
|
|
|
|
|
(189,981
|
)
|
|
(189,981
|
)
|
|||||
Issuance of common shares of EQT Corporation
|
19,550
|
|
|
1,225,999
|
|
|
|
|
|
|
|
|
1,225,999
|
|
||||||||
Issuance of common units of EQT Midstream Partners, LP
|
|
|
|
|
|
|
|
|
217,102
|
|
|
217,102
|
|
|||||||||
Elimination of net deferred taxes
|
|
|
5,921
|
|
|
|
|
|
|
|
|
5,921
|
|
|||||||||
Changes in ownership of consolidated subsidiaries
|
|
|
25,293
|
|
|
|
|
|
|
(40,487
|
)
|
|
(15,194
|
)
|
||||||||
Repurchase and retirement of common stock
|
(1
|
)
|
|
(30
|
)
|
|
|
|
|
|
|
|
(30
|
)
|
||||||||
Balance, December 31, 2016
|
172,827
|
|
|
$
|
3,349,166
|
|
|
$
|
2,509,073
|
|
|
$
|
2,042
|
|
|
$
|
3,258,966
|
|
|
$
|
9,119,247
|
|
|
As of December 31,
|
||||||
|
2016
|
|
2015
|
||||
|
(Thousands)
|
||||||
Oil and gas producing properties, successful efforts method
|
$
|
13,878,659
|
|
|
$
|
11,816,769
|
|
Accumulated depreciation and depletion
|
(4,217,154
|
)
|
|
(3,425,618
|
)
|
||
Net oil and gas producing properties
|
9,661,505
|
|
|
8,391,151
|
|
||
Gathering assets
|
1,330,998
|
|
|
1,105,046
|
|
||
Accumulated depreciation and amortization
|
(110,473
|
)
|
|
(88,918
|
)
|
||
Net gathering assets
|
1,220,525
|
|
|
1,016,128
|
|
||
Transmission assets
|
1,563,860
|
|
|
1,257,270
|
|
||
Accumulated depreciation and amortization
|
(205,551
|
)
|
|
(175,684
|
)
|
||
Net transmission assets
|
1,358,309
|
|
|
1,081,586
|
|
||
Other properties, at cost less accumulated depreciation (a)
|
921,877
|
|
|
983,156
|
|
||
Net property, plant and equipment
|
$
|
13,162,216
|
|
|
$
|
11,472,021
|
|
|
Years Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
|
(Thousands)
|
||||||||||
Net revenues
|
$
|
347,320
|
|
|
$
|
309,984
|
|
|
$
|
267,997
|
|
Operating expenses
|
$
|
118,611
|
|
|
$
|
109,954
|
|
|
$
|
89,617
|
|
|
As of December 31,
|
||||||
|
2016
|
|
2015
|
||||
|
(Thousands)
|
||||||
Property, plant & equipment
|
$
|
1,675,433
|
|
|
$
|
1,356,206
|
|
Accumulated depreciation and amortization
|
(234,336
|
)
|
|
(193,349
|
)
|
||
Net property, plant & equipment
|
$
|
1,441,097
|
|
|
$
|
1,162,857
|
|
|
December 31,
|
||||||
|
2016
|
|
2015
|
||||
|
(Thousands)
|
||||||
Incentive compensation
|
$
|
100,762
|
|
|
$
|
73,014
|
|
Taxes other than income
|
56,874
|
|
|
44,925
|
|
||
Accrued interest payable
|
39,593
|
|
|
36,330
|
|
||
All other accrued liabilities
|
39,490
|
|
|
27,566
|
|
||
Total other current liabilities
|
$
|
236,719
|
|
|
$
|
181,835
|
|
|
Years Ended December 31,
|
||||||
|
2016
|
|
2015
|
||||
|
(Thousands)
|
||||||
Asset retirement obligation as of beginning of period
|
$
|
168,142
|
|
|
$
|
140,086
|
|
Accretion expense
|
9,696
|
|
|
10,646
|
|
||
Liabilities incurred
|
2,943
|
|
|
2,251
|
|
||
Liabilities settled
|
(1,484
|
)
|
|
(5,027
|
)
|
||
Change in estimates
|
64,303
|
|
|
20,186
|
|
||
Asset retirement obligation as of end of period
|
$
|
243,600
|
|
|
$
|
168,142
|
|
|
As of December 31,
|
||||||
|
2016
|
|
2015
|
||||
|
(Thousands)
|
||||||
Net gain from natural gas hedging transactions
|
$
|
9,607
|
|
|
$
|
64,762
|
|
Net loss from interest rate swaps
|
(699
|
)
|
|
(843
|
)
|
||
Pension and other post-retirement benefits liability adjustment
|
(6,866
|
)
|
|
(17,541
|
)
|
||
Accumulated OCI
|
$
|
2,042
|
|
|
$
|
46,378
|
|
|
Years Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
|
(Thousands)
|
||||||||||
Operating revenues
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
||||||
Income from discontinued operations before income taxes
|
—
|
|
|
—
|
|
|
2,377
|
|
|||
Income taxes
|
—
|
|
|
—
|
|
|
1,006
|
|
|||
Income from discontinued operations, net of tax
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,371
|
|
|
|
Common Units Issued
(a)
|
|
GP Units Issued
(b)
|
|
Price Per Unit
|
|
Net Proceeds
|
|
Underwriters' Discount and Other Offering Expenses
|
||||||||
|
|
(Thousands, except unit and per unit amounts)
|
||||||||||||||||
May 2014 equity offering
(c)
|
|
12,362,500
|
|
|
—
|
|
|
$
|
75.75
|
|
|
$
|
902,467
|
|
|
$
|
33,992
|
|
March 2015 equity offering
(d)
|
|
9,487,500
|
|
|
25,255
|
|
|
76.00
|
|
|
696,582
|
|
|
24,468
|
|
|||
$750 million At the Market (ATM) Program in 2015
(e)
|
|
1,162,475
|
|
|
—
|
|
|
74.92
|
|
|
85,483
|
|
|
1,610
|
|
|||
November 2015 equity offering
(f)
|
|
5,650,000
|
|
|
—
|
|
|
71.80
|
|
|
399,937
|
|
|
5,733
|
|
|||
$750 million ATM Program in 2016
(g)
|
|
2,949,309
|
|
|
—
|
|
|
$
|
74.42
|
|
|
$
|
217,102
|
|
|
$
|
2,381
|
|
(a)
|
Includes the issuance of additional common units pursuant to the exercise of the underwriters' over-allotment options, as applicable.
|
(b)
|
Represents general partner units issued to EQT Midstream Services, LLC, the general partner of EQM (the EQM General Partner), in exchange for its proportionate capital contribution.
|
(c)
|
The net proceeds of the May 2014 equity offering were used by EQM to finance a portion of the cash consideration paid to EQT in connection with the Jupiter Transaction discussed below.
|
(d)
|
The underwriters exercised their option to purchase additional common units. The EQM General Partner purchased
25,255
EQM general partner units for approximately
$1.9 million
to maintain its then
2.0%
general partner ownership percentage. In connection with the offering, the Company recorded a
$122.3 million
gain to additional paid-in-capital, a decrease in noncontrolling interest in consolidated subsidiary of
$195.8 million
and an increase to deferred tax liability of
$73.5 million
. EQM used the proceeds from the offering to fund a portion of the purchase price for the NWV Gathering Transaction discussed below.
|
(e)
|
In 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). The price per unit represents an average price for all issuances under the
$750 million
ATM Program in 2015. The underwriters' discount and other offering expenses in the table include commissions of approximately
$0.9 million
and other offering expenses of approximately
$0.7 million
. In connection with the offerings, the Company recorded a
$12.4 million
gain to additional paid-in-capital, a decrease in noncontrolling interest in consolidated subsidiary of
$19.8 million
and an increase to deferred tax liability of
$7.4 million
. EQM used the net proceeds from the sales for general partnership purposes.
|
(f)
|
EQM used the net proceeds for general partnership purposes and to repay amounts outstanding under EQM's credit facility. In connection with the offering, the Company recorded a
$52.1 million
gain to additional paid-in-capital, a decrease in noncontrolling interest in consolidated subsidiary of
$83.5 million
and an increase to deferred tax liability of
$31.3 million
.
|
(g)
|
The price per unit represents an average price for all issuances under the
$750 million
ATM Program in 2016. The underwriters' discount and offering expenses in the table include commissions of approximately
$2.2 million
. In connection with these sales, the Company recorded a
$24.9 million
gain to additional paid-in-capital, a decrease in noncontrolling interest in consolidated subsidiary of
$39.9 million
and an increase to deferred tax liability of
$15.0 million
. EQM used the net proceeds for general partnership purposes.
|
Year Ended December 31, 2016
|
EQT Production
|
|
EQT Gathering
|
|
EQT Transmission
|
|
Intersegment Eliminations
|
|
EQT Corporation
|
||||||||||
|
(Thousands)
|
||||||||||||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
||||||||||
Sales of natural gas, oil and NGLs
|
$
|
1,594,997
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,594,997
|
|
Pipeline and marketing services
|
41,048
|
|
|
397,494
|
|
|
338,120
|
|
|
(514,320
|
)
|
|
262,342
|
|
|||||
Loss on derivatives not designated as hedges
|
(248,991
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(248,991
|
)
|
|||||
Total operating revenues
|
$
|
1,387,054
|
|
|
$
|
397,494
|
|
|
$
|
338,120
|
|
|
$
|
(514,320
|
)
|
|
$
|
1,608,348
|
|
Year Ended December 31, 2015
|
EQT Production
|
|
EQT Gathering
|
|
EQT Transmission
|
|
Intersegment Eliminations
|
|
EQT Corporation
|
||||||||||
|
(Thousands)
|
||||||||||||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
||||||||||
Sales of natural gas, oil and NGLs
|
$
|
1,690,360
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,690,360
|
|
Pipeline and marketing services
|
55,542
|
|
|
335,105
|
|
|
297,831
|
|
|
(424,838
|
)
|
|
263,640
|
|
|||||
Gain on derivatives not designated as hedges
|
385,762
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
385,762
|
|
|||||
Total operating revenues
|
$
|
2,131,664
|
|
|
$
|
335,105
|
|
|
$
|
297,831
|
|
|
$
|
(424,838
|
)
|
|
$
|
2,339,762
|
|
Year Ended December 31, 2014
|
EQT Production
|
|
EQT Gathering
|
|
EQT Transmission
|
|
Intersegment Eliminations
|
|
EQT Corporation
|
||||||||||
|
(Thousands)
|
||||||||||||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
||||||||||
Sales of natural gas, oil and NGLs
|
$
|
2,132,409
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2,132,409
|
|
Pipeline and marketing services
|
71,787
|
|
|
233,945
|
|
|
255,273
|
|
|
(304,646
|
)
|
|
256,359
|
|
|||||
Gain on derivatives not designated as hedges
|
80,942
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
80,942
|
|
|||||
Total operating revenues
|
$
|
2,285,138
|
|
|
$
|
233,945
|
|
|
$
|
255,273
|
|
|
$
|
(304,646
|
)
|
|
$
|
2,469,710
|
|
|
|
Years Ended December 31,
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
|
|
|
|
|
(Thousands)
|
|
|
|
||||
Operating (loss) income:
|
|
|
|
|
|
|
|
|
|
|||
EQT Production (a)
|
|
$
|
(719,731
|
)
|
|
$
|
132,008
|
|
|
$
|
556,918
|
|
EQT Gathering
|
|
289,027
|
|
|
243,257
|
|
|
147,426
|
|
|||
EQT Transmission
|
|
237,922
|
|
|
207,779
|
|
|
185,169
|
|
|||
Unallocated expenses (b)
|
|
(85,518
|
)
|
|
(19,905
|
)
|
|
(36,118
|
)
|
|||
Total operating (loss) income
|
|
$
|
(278,300
|
)
|
|
$
|
563,139
|
|
|
$
|
853,395
|
|
|
|
|
|
|
|
|
||||||
Reconciliation of operating (loss) income to (loss) income from continuing operations:
|
||||||||||||
Total operating (loss) income
|
|
$
|
(278,300
|
)
|
|
$
|
563,139
|
|
|
$
|
853,395
|
|
Other income
|
|
31,693
|
|
|
9,953
|
|
|
6,853
|
|
|||
Interest expense
|
|
147,920
|
|
|
146,531
|
|
|
136,537
|
|
|||
Income tax (benefit) expense
|
|
(263,464
|
)
|
|
104,675
|
|
|
214,092
|
|
|||
(Loss) income from continuing operations
|
|
$
|
(131,063
|
)
|
|
$
|
321,886
|
|
|
$
|
509,619
|
|
|
|
As of December 31,
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
|
|
(Thousands)
|
||||||||||
Segment assets:
|
|
|
|
|
|
|
|
|
||||
EQT Production
|
|
$
|
10,923,824
|
|
|
$
|
9,905,344
|
|
|
$
|
9,056,501
|
|
EQT Gathering
|
|
1,225,686
|
|
|
1,019,004
|
|
|
819,254
|
|
|||
EQT Transmission
|
|
1,399,201
|
|
|
1,169,517
|
|
|
928,118
|
|
|||
Total operating segments
|
|
13,548,711
|
|
|
12,093,865
|
|
|
10,803,873
|
|
|||
Headquarters assets, including cash and short-term investments
|
|
1,924,211
|
|
|
1,882,307
|
|
|
1,231,480
|
|
|||
Total assets
|
|
$
|
15,472,922
|
|
|
$
|
13,976,172
|
|
|
$
|
12,035,353
|
|
|
|
Years Ended December 31,
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
|
|
|
|
(Thousands)
|
|
|
||||||
Depreciation, depletion and amortization:
|
|
|
|
|
|
|
|
|
|
|||
EQT Production
|
|
$
|
859,018
|
|
|
$
|
765,298
|
|
|
$
|
630,115
|
|
EQT Gathering
|
|
30,422
|
|
|
24,360
|
|
|
23,977
|
|
|||
EQT Transmission
|
|
32,269
|
|
|
25,535
|
|
|
25,084
|
|
|||
Other
|
|
6,211
|
|
|
4,023
|
|
|
122
|
|
|||
Total
|
|
$
|
927,920
|
|
|
$
|
819,216
|
|
|
$
|
679,298
|
|
|
|
|
|
|
|
|
||||||
Expenditures for segment assets: (c)
|
|
|
|
|
|
|
|
|
|
|||
EQT Production (d)
|
|
$
|
2,073,907
|
|
|
$
|
1,893,750
|
|
|
$
|
2,505,365
|
|
EQT Gathering
|
|
295,315
|
|
|
225,537
|
|
|
253,638
|
|
|||
EQT Transmission
|
|
292,049
|
|
|
203,706
|
|
|
137,317
|
|
|||
Other
|
|
7,002
|
|
|
21,421
|
|
|
3,866
|
|
|||
Total
|
|
$
|
2,668,273
|
|
|
$
|
2,344,414
|
|
|
$
|
2,900,186
|
|
|
|
Years Ended December 31,
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
|
|
(Thousands)
|
||||||||||
Commodity derivatives designated as cash flow hedges
|
|
|
|
|
|
|
|
|
|
|||
Amount of gain recognized in OCI (effective portion), net of tax
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
156,207
|
|
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)
|
|
55,155
|
|
|
152,359
|
|
|
(15,950
|
)
|
|||
Amount of gain recognized in operating revenues (ineffective portion) (a)
|
|
—
|
|
|
—
|
|
|
24,774
|
|
|||
|
|
|
|
|
|
|
||||||
Interest rate derivatives designated as cash flow hedges
|
|
|
|
|
|
|
|
|
|
|||
Amount of loss reclassified from accumulated OCI, net of tax, into interest expense (effective portion)
|
|
$
|
(144
|
)
|
|
$
|
(144
|
)
|
|
$
|
(145
|
)
|
|
|
|
|
|
|
|
||||||
Derivatives not designated as hedging
instruments
|
|
|
|
|
|
|
|
|
||||
Amount of (loss) gain recognized in operating revenues
|
|
$
|
(248,991
|
)
|
|
$
|
385,762
|
|
|
$
|
80,942
|
|
As of December 31, 2016
|
|
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
|
|
$
|
33,053
|
|
|
$
|
(23,373
|
)
|
|
$
|
—
|
|
|
$
|
9,680
|
|
Liability derivatives:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Derivative instruments, at fair value
|
|
$
|
257,943
|
|
|
$
|
(23,373
|
)
|
|
$
|
—
|
|
|
$
|
234,570
|
|
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
|
|
|
|
|
|
Fair value measurements at reporting date using
|
||||||||||||
Description
|
|
As of
December 31, 2016
|
|
Quoted prices
in active
markets for
identical
assets
(Level 1)
|
|
Significant
other
observable
inputs
(Level 2)
|
|
Significant
unobservable
inputs
(Level 3)
|
||||||||
|
|
(Thousands)
|
||||||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Trading securities
|
|
$
|
286,396
|
|
|
$
|
—
|
|
|
$
|
286,396
|
|
|
$
|
—
|
|
Derivative instruments, at fair value
|
|
$
|
33,053
|
|
|
$
|
—
|
|
|
$
|
33,053
|
|
|
$
|
—
|
|
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Derivative instruments, at fair value
|
|
$
|
257,943
|
|
|
$
|
—
|
|
|
$
|
257,943
|
|
|
$
|
—
|
|
|
|
|
|
Fair value measurements at reporting date using
|
||||||||||||
Description
|
|
As of
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
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Trading securities
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Derivative instruments, at fair value
|
|
$
|
417,397
|
|
|
$
|
—
|
|
|
$
|
417,397
|
|
|
$
|
—
|
|
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Derivative instruments, at fair value
|
|
$
|
23,434
|
|
|
$
|
—
|
|
|
$
|
23,434
|
|
|
$
|
—
|
|
•
|
On July 8, 2016, the Company acquired approximately
62,500
net Marcellus acres and
31
Marcellus wells,
24
of which were producing, from Statoil USA Onshore Properties, Inc. (the Statoil Acquisition). The net acres acquired are primarily located in Wetzel, Tyler and Harrison Counties, West Virginia.
|
•
|
In the fourth quarter of 2016, the Company acquired approximately
42,600
Marcellus acres and
42
Marcellus wells,
32
of which are currently producing, which were being jointly developed by Trans Energy, Inc. (Trans Energy) and Republic Energy Ventures, LLC and its affiliates (collectively, Republic). The net acres acquired are primarily located in Wetzel, Marshall and Marion Counties, West Virginia. The acquisitions were effected through simultaneous transaction agreements that were executed on October 24, 2016 including: (i) a purchase and sale agreement between the Company and Republic; and (ii) an agreement and plan of merger among the Company, a wholly owned subsidiary of the Company (Merger Sub) and Trans Energy. The Republic acquisition closed on November 3, 2016 (the Republic Transaction). On October 27, 2016, the Company commenced a tender offer, through its wholly owned subsidiary, to acquire the outstanding shares of common stock of Trans Energy, a publicly traded company, at an offer price of
$3.58
per share in cash. Following the tender offer on December 5, 2016, Merger Sub merged with and into Trans Energy, at which time Trans Energy became an indirect wholly owned subsidiary of the Company (the Trans Energy Merger).
|
•
|
On December 16, 2016, the Company acquired approximately
17,000
net Marcellus acres located in Washington, Westmoreland and Greene Counties, Pennsylvania, and
two
related Marcellus wells that were producing (the Pennsylvania Acquisition).
|
|
|
Years Ended December 31,
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
|
|
(Thousands)
|
||||||||||
Current:
|
|
|
|
|
|
|
|
|
|
|||
Federal
|
|
$
|
(82,905
|
)
|
|
$
|
85,696
|
|
|
$
|
164,935
|
|
State
|
|
(298
|
)
|
|
1,103
|
|
|
17,136
|
|
|||
Subtotal
|
|
(83,203
|
)
|
|
86,799
|
|
|
182,071
|
|
|||
Deferred:
|
|
|
|
|
|
|
|
|
|
|||
Federal
|
|
(117,155
|
)
|
|
(109,642
|
)
|
|
38,357
|
|
|||
State
|
|
(63,106
|
)
|
|
127,518
|
|
|
(6,336
|
)
|
|||
Subtotal
|
|
(180,261
|
)
|
|
17,876
|
|
|
32,021
|
|
|||
Total income taxes
|
|
$
|
(263,464
|
)
|
|
$
|
104,675
|
|
|
$
|
214,092
|
|
|
|
Years Ended December 31,
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
|
|
(Thousands)
|
||||||||||
Tax at statutory rate
|
|
$
|
(138,084
|
)
|
|
$
|
149,296
|
|
|
$
|
253,299
|
|
State income taxes
|
|
(71,613
|
)
|
|
(7,566
|
)
|
|
(2,992
|
)
|
|||
Valuation allowance
|
|
23,808
|
|
|
91,144
|
|
|
10,012
|
|
|||
Noncontrolling partners’ share of EQGP and EQM earnings
|
|
(112,672
|
)
|
|
(82,850
|
)
|
|
(43,409
|
)
|
|||
Regulatory asset
|
|
35,438
|
|
|
(35,438
|
)
|
|
—
|
|
|||
Research and experimentation credit
|
|
(4,539
|
)
|
|
(7,243
|
)
|
|
(468
|
)
|
|||
Other
|
|
4,198
|
|
|
(2,668
|
)
|
|
(2,350
|
)
|
|||
Income tax (benefit) expense
|
|
$
|
(263,464
|
)
|
|
$
|
104,675
|
|
|
$
|
214,092
|
|
Effective tax rate
|
|
66.8
|
%
|
|
24.5
|
%
|
|
29.6
|
%
|
|
|
2016
|
|
2015
|
|
2014
|
||||||
|
|
(Thousands)
|
||||||||||
Balance at January 1
|
|
$
|
259,301
|
|
|
$
|
56,957
|
|
|
$
|
57,087
|
|
Additions based on tax positions related to current year
|
|
23,978
|
|
|
152,983
|
|
|
1,195
|
|
|||
Additions for tax positions of prior years
|
|
20,336
|
|
|
50,688
|
|
|
93
|
|
|||
Reductions for tax positions of prior years
|
|
(51,181
|
)
|
|
(1,327
|
)
|
|
(1,418
|
)
|
|||
Lapse of statute of limitations
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Balance at December 31
|
|
$
|
252,434
|
|
|
$
|
259,301
|
|
|
$
|
56,957
|
|
|
|
As of December 31,
|
||||||
|
|
2016
|
|
2015
|
||||
|
|
(Thousands)
|
||||||
Deferred income taxes:
|
|
|
|
|
|
|
||
Total deferred income tax assets
|
|
$
|
(875,407
|
)
|
|
$
|
(826,764
|
)
|
Total deferred income tax liabilities
|
|
2,635,411
|
|
|
2,798,934
|
|
||
Total net deferred income tax liabilities
|
|
1,760,004
|
|
|
1,972,170
|
|
||
Total deferred income tax liabilities (assets):
|
|
|
|
|
|
|
||
Drilling and development costs expensed for income tax reporting
|
|
1,473,459
|
|
|
1,473,551
|
|
||
Tax depreciation in excess of book depreciation
|
|
1,161,952
|
|
|
1,172,331
|
|
||
Incentive compensation and deferred compensation plans
|
|
(77,743
|
)
|
|
(74,746
|
)
|
||
Net operating loss carryforwards
|
|
(282,943
|
)
|
|
(214,714
|
)
|
||
Investment in EQGP and EQM
|
|
(386,676
|
)
|
|
(426,343
|
)
|
||
Alternative minimum tax credit carryforward
|
|
(224,428
|
)
|
|
(267,045
|
)
|
||
Unrealized hedge (losses) gains
|
|
(101,430
|
)
|
|
107,854
|
|
||
Other
|
|
(3,609
|
)
|
|
45,198
|
|
||
Total excluding valuation allowances
|
|
1,558,582
|
|
|
1,816,086
|
|
||
Valuation allowances
|
|
201,422
|
|
|
156,084
|
|
||
Total net deferred income tax liabilities
|
|
$
|
1,760,004
|
|
|
$
|
1,972,170
|
|
|
|
|
|
Interest
|
|
Ownership as of
|
|
As of December 31,
|
||||||
Investees
|
|
Location
|
|
Type
|
|
December 31, 2016
|
|
2016
|
|
2015
|
||||
|
|
|
|
|
|
|
|
(Thousands)
|
||||||
MVP Joint Venture
|
|
USA
|
|
Joint
|
|
45.5%
|
|
$
|
184,562
|
|
|
$
|
77,025
|
|
•
|
EQGP's only cash-generating assets consist of its partnership interests in EQM; therefore, its cash flow is dependent upon the ability of EQM to make cash distributions to its partners;
|
•
|
EQM depends on EQT for a substantial majority of its revenues and future growth; therefore, EQM is indirectly subject to the business risks of EQT;
|
•
|
EQM's natural gas gathering, transmission and storage services are subject to extensive regulation by federal, state and local regulatory authorities and subject to stringent environmental laws and regulations, which may expose EQM to significant costs and liabilities;
|
•
|
Certain of the services EQM provides on its transmission and storage system are subject to long-term, fixed-price "negotiated rate" contracts that are not subject to adjustment, even if EQM's cost to perform such services exceeds the revenues received from such contracts, and, as a result, EQM's costs could exceed its revenues received under such contracts; and
|
•
|
Expanding EQM’s business by constructing new midstream assets subjects EQM to risks. If EQM does not complete these expansion projects, its future growth may be limited.
|
Classification
|
|
December 31, 2016
|
|
December 31, 2015
|
||||
|
|
(Thousands)
|
||||||
Assets:
|
|
|
|
|
|
|
||
Cash and cash equivalents
|
|
$
|
60,453
|
|
|
$
|
360,957
|
|
Accounts receivable
|
|
20,662
|
|
|
17,790
|
|
||
Prepaid expenses and other
|
|
5,745
|
|
|
2,634
|
|
||
Property, plant and equipment, net
|
|
2,578,834
|
|
|
2,097,714
|
|
||
Other assets
|
|
206,104
|
|
|
149,871
|
|
||
Liabilities:
|
|
|
|
|
||||
Accounts payable
|
|
$
|
35,831
|
|
|
$
|
42,680
|
|
Credit facility borrowings
|
|
—
|
|
|
299,000
|
|
||
Other current liabilities
|
|
32,242
|
|
|
15,836
|
|
||
Long-term debt
|
|
985,732
|
|
|
493,401
|
|
||
Other liabilities and credits
|
|
9,562
|
|
|
91,933
|
|
|
|
Years Ended December 31,
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
|
|
(Thousands)
|
||||||||||
Operating revenues
|
|
$
|
735,614
|
|
|
$
|
632,936
|
|
|
$
|
489,218
|
|
Operating expenses
|
|
211,630
|
|
|
183,956
|
|
|
156,623
|
|
|||
Other income (expenses)
|
|
11,010
|
|
|
(14,980
|
)
|
|
(86,693
|
)
|
|||
Net income
|
|
$
|
534,994
|
|
|
$
|
434,000
|
|
|
$
|
245,902
|
|
|
|
|
|
|
|
|
||||||
Net cash provided by operating activities
|
|
$
|
535,357
|
|
|
$
|
488,329
|
|
|
$
|
324,837
|
|
Net cash used in investing activities
|
|
$
|
(732,033
|
)
|
|
$
|
(1,043,822
|
)
|
|
$
|
(524,437
|
)
|
Net cash (used in) provided by financing activities
|
|
$
|
(103,828
|
)
|
|
$
|
735,712
|
|
|
$
|
132,351
|
|
|
|
December 31, 2016
|
|
December 31, 2015
|
||||||||||||||||
|
|
Principal Value
|
Carrying Value (a)
|
Fair
Value (b)
|
|
Principal Value
|
Carrying Value (a)
|
Fair
Value (b) |
||||||||||||
|
|
(Thousands)
|
||||||||||||||||||
5.15% notes, due March 1, 2018
|
|
$
|
200,000
|
|
$
|
199,545
|
|
$
|
207,180
|
|
|
$
|
200,000
|
|
$
|
199,156
|
|
$
|
203,490
|
|
6.50% notes, due April 1, 2018
|
|
500,000
|
|
499,089
|
|
527,205
|
|
|
500,000
|
|
498,360
|
|
520,175
|
|
||||||
8.13% notes, due June 1, 2019
|
|
700,000
|
|
698,106
|
|
789,271
|
|
|
700,000
|
|
697,295
|
|
760,837
|
|
||||||
4.88% notes, due November 15, 2021
|
|
750,000
|
|
743,595
|
|
801,218
|
|
|
750,000
|
|
742,270
|
|
728,063
|
|
||||||
4.00% EQM notes, due August 1, 2024
|
|
500,000
|
|
494,170
|
|
493,125
|
|
|
500,000
|
|
493,401
|
|
414,125
|
|
||||||
7.75% debentures, due July 15, 2026
|
|
115,000
|
|
110,235
|
|
141,800
|
|
|
115,000
|
|
109,738
|
|
119,372
|
|
||||||
4.125% EQM notes, due December 1, 2026
|
|
500,000
|
|
491,562
|
|
488,460
|
|
|
—
|
|
—
|
|
—
|
|
||||||
Medium-term notes:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
7.3% to 7.6% Series B, due 2015 through 2023
|
|
10,000
|
|
9,998
|
|
11,677
|
|
|
10,000
|
|
9,991
|
|
10,241
|
|
||||||
7.6% Series C, due 2018
|
|
8,000
|
|
7,991
|
|
8,375
|
|
|
8,000
|
|
7,983
|
|
8,366
|
|
||||||
8.7% to 9.0% Series A, due 2020 through 2021
|
|
35,200
|
|
35,168
|
|
41,906
|
|
|
35,200
|
|
35,149
|
|
38,598
|
|
||||||
|
|
3,318,200
|
|
3,289,459
|
|
3,510,217
|
|
|
2,818,200
|
|
2,793,343
|
|
2,803,267
|
|
||||||
Less debt payable within one year
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
||||||
Total long-term debt
|
|
$
|
3,318,200
|
|
$
|
3,289,459
|
|
$
|
3,510,217
|
|
|
$
|
2,818,200
|
|
$
|
2,793,343
|
|
$
|
2,803,267
|
|
|
|
For the Years Ended December 31,
|
||||||||||||||
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
|
|
Pension Benefits
|
|
Other Benefits
|
||||||||||||
|
|
(Thousands)
|
||||||||||||||
Change in benefit obligation:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Benefit obligation at beginning of year
|
|
$
|
23,045
|
|
|
$
|
21,704
|
|
|
$
|
17,635
|
|
|
$
|
18,741
|
|
Service cost
|
|
175
|
|
|
350
|
|
|
764
|
|
|
762
|
|
||||
Interest cost
|
|
242
|
|
|
746
|
|
|
663
|
|
|
634
|
|
||||
Actuarial (gain) loss
|
|
(366
|
)
|
|
2,770
|
|
|
(659
|
)
|
|
(361
|
)
|
||||
Benefits paid
|
|
(1,600
|
)
|
|
(1,981
|
)
|
|
(2,217
|
)
|
|
(2,141
|
)
|
||||
Expenses paid
|
|
(226
|
)
|
|
(367
|
)
|
|
—
|
|
|
—
|
|
||||
Settlements
|
|
(21,270
|
)
|
|
(177
|
)
|
|
—
|
|
|
—
|
|
||||
Benefit obligation at end of year
|
|
$
|
—
|
|
|
$
|
23,045
|
|
|
$
|
16,186
|
|
|
$
|
17,635
|
|
|
|
|
|
|
|
|
|
|
||||||||
Change in plan assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Fair value of plan assets at beginning of year
|
|
$
|
16,941
|
|
|
$
|
18,323
|
|
|
$
|
1,110
|
|
|
$
|
823
|
|
Actual gain (loss) on plan assets
|
|
776
|
|
|
(32
|
)
|
|
—
|
|
|
—
|
|
||||
Contributions
|
|
5,379
|
|
|
1,175
|
|
|
494
|
|
|
287
|
|
||||
Benefits paid
|
|
(1,600
|
)
|
|
(1,981
|
)
|
|
—
|
|
|
—
|
|
||||
Expenses paid
|
|
(226
|
)
|
|
(367
|
)
|
|
—
|
|
|
—
|
|
||||
Settlements
|
|
(21,270
|
)
|
|
(177
|
)
|
|
—
|
|
|
—
|
|
||||
Fair value of plan assets at end of year
|
|
—
|
|
|
16,941
|
|
|
1,604
|
|
|
1,110
|
|
||||
Funded status at end of year
|
|
$
|
—
|
|
|
$
|
(6,104
|
)
|
|
$
|
(14,582
|
)
|
|
$
|
(16,525
|
)
|
Amounts recognized in the statement of financial position consist of:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Current liabilities
|
|
$
|
—
|
|
|
$
|
(6,104
|
)
|
|
$
|
(1,383
|
)
|
|
$
|
(1,376
|
)
|
Noncurrent liabilities
|
|
—
|
|
|
—
|
|
|
(13,199
|
)
|
|
(15,149
|
)
|
||||
Net amounts recognized
|
|
$
|
—
|
|
|
$
|
(6,104
|
)
|
|
$
|
(14,582
|
)
|
|
$
|
(16,525
|
)
|
Amounts recognized in accumulated OCI, net of tax, consist of:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net loss
|
|
$
|
—
|
|
|
$
|
9,674
|
|
|
$
|
6,636
|
|
|
$
|
7,610
|
|
Net prior service
|
|
—
|
|
|
—
|
|
|
230
|
|
|
257
|
|
||||
Net amount recognized
|
|
$
|
—
|
|
|
$
|
9,674
|
|
|
$
|
6,866
|
|
|
$
|
7,867
|
|
|
|
For the Years Ended December 31,
|
||||||||||||||||||||||
|
|
2016
|
|
2015
|
|
2014
|
|
2016
|
|
2015
|
|
2014
|
||||||||||||
|
|
Pension Benefits
|
|
Other Benefits
|
||||||||||||||||||||
|
|
(Thousands)
|
||||||||||||||||||||||
Components of net periodic benefit cost:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Service cost
|
|
$
|
175
|
|
|
$
|
350
|
|
|
$
|
350
|
|
|
$
|
764
|
|
|
$
|
762
|
|
|
$
|
669
|
|
Interest cost
|
|
242
|
|
|
746
|
|
|
820
|
|
|
663
|
|
|
634
|
|
|
693
|
|
||||||
Expected return on plan assets
|
|
(287
|
)
|
|
(627
|
)
|
|
(1,377
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Amortization of prior service cost
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(306
|
)
|
|
(306
|
)
|
|
(446
|
)
|
||||||
Recognized net actuarial loss
|
|
423
|
|
|
746
|
|
|
709
|
|
|
703
|
|
|
793
|
|
|
879
|
|
||||||
Settlement loss and special termination benefits
|
|
14,685
|
|
|
122
|
|
|
879
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Net periodic benefit cost
|
|
$
|
15,238
|
|
|
$
|
1,337
|
|
|
$
|
1,381
|
|
|
$
|
1,824
|
|
|
$
|
1,883
|
|
|
$
|
1,795
|
|
|
|
For the Years Ended December 31,
|
||||||||||||||||||||||
|
|
2016
|
|
2015
|
|
2014
|
|
2016
|
|
2015
|
|
2014
|
||||||||||||
|
|
Pension Benefits
|
|
Other Benefits
|
||||||||||||||||||||
|
|
(Thousands)
|
||||||||||||||||||||||
Other changes in plan assets and benefit obligations recognized in OCI, net of tax:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Net loss (gain)
|
|
$
|
(9,674
|
)
|
|
$
|
1,592
|
|
|
$
|
558
|
|
|
$
|
(974
|
)
|
|
$
|
(663
|
)
|
|
$
|
39
|
|
Net prior service (credit) cost
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(27
|
)
|
|
(28
|
)
|
|
179
|
|
||||||
Total recognized in OCI, net of tax
|
|
$
|
(9,674
|
)
|
|
$
|
1,592
|
|
|
$
|
558
|
|
|
$
|
(1,001
|
)
|
|
$
|
(691
|
)
|
|
$
|
218
|
|
Total recognized in net periodic benefit cost and OCI, net of tax
|
|
$
|
5,564
|
|
|
$
|
2,929
|
|
|
$
|
1,939
|
|
|
$
|
823
|
|
|
$
|
1,192
|
|
|
$
|
2,013
|
|
|
|
December 31,
|
||||||
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
|
|
Pension Benefits
|
|
Other Benefits
|
||||
Discount rate
|
|
N/A
|
|
2.20%
|
|
3.80%
|
|
3.95%
|
Rate of compensation increase
|
|
N/A
|
|
N/A
|
|
N/A
|
|
N/A
|
|
|
For the Years Ended December 31,
|
||||||
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
|
|
Pension Benefits
|
|
Other Benefits
|
||||
Discount rate
|
|
2.20%
|
|
3.60%
|
|
3.95%
|
|
3.60%
|
Expected return on plan assets
|
|
3.75%
|
|
3.75%
|
|
N/A
|
|
N/A
|
Rate of compensation increase
|
|
N/A
|
|
N/A
|
|
N/A
|
|
N/A
|
|
|
One-Percentage-Point
Increase
|
|
One-Percentage-Point
Decrease
|
||||||||||||||||||||
|
|
2016
|
|
2015
|
|
2014
|
|
2016
|
|
2015
|
|
2014
|
||||||||||||
|
|
(Thousands)
|
||||||||||||||||||||||
Increase (decrease) to total of service and interest cost components
|
|
$
|
16
|
|
|
$
|
10
|
|
|
$
|
13
|
|
|
$
|
(18
|
)
|
|
$
|
(11
|
)
|
|
$
|
(14
|
)
|
Increase (decrease) to post-retirement benefit obligation
|
|
$
|
181
|
|
|
$
|
268
|
|
|
$
|
228
|
|
|
$
|
(190
|
)
|
|
$
|
(278
|
)
|
|
$
|
(229
|
)
|
|
|
Year Ended December 31, 2016
|
||||||||||||||||||||
|
|
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 December 31, 2015
|
|
$
|
64,762
|
|
|
|
|
$
|
(843
|
)
|
|
|
|
$
|
(17,541
|
)
|
|
|
|
$
|
46,378
|
|
(Gains) losses reclassified from accumulated OCI, net of tax
|
|
(55,155
|
)
|
|
(a)
|
|
144
|
|
|
(a)
|
|
10,675
|
|
|
(b)
|
|
(44,336
|
)
|
||||
Accumulated OCI (loss),
net of tax, as of December
31, 2016
|
|
$
|
9,607
|
|
|
|
|
$
|
(699
|
)
|
|
|
|
$
|
(6,866
|
)
|
|
|
|
$
|
2,042
|
|
|
|
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 December
31, 2014
|
|
$
|
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 December 31, 2013
|
|
$
|
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
|
|
|
(Thousands)
|
|
Possible future acquisitions
|
20,457
|
|
Stock compensation plans
|
11,401
|
|
Total
|
31,858
|
|
|
|
Years Ended December 31,
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
|
|
(Thousands except per share amounts)
|
||||||||||
Basic earnings per common share:
|
|
|
|
|
|
|
|
|
|
|||
Net (loss) income attributable to EQT Corporation
|
|
$
|
(452,983
|
)
|
|
$
|
85,171
|
|
|
$
|
386,965
|
|
Average common shares outstanding
|
|
166,978
|
|
|
152,398
|
|
|
151,553
|
|
|||
Basic earnings per common share
|
|
$
|
(2.71
|
)
|
|
$
|
0.56
|
|
|
$
|
2.55
|
|
Diluted earnings per common share:
|
|
|
|
|
|
|
|
|
|
|||
Net (loss) income attributable to EQT Corporation
|
|
$
|
(452,983
|
)
|
|
$
|
85,171
|
|
|
$
|
386,965
|
|
Average common shares outstanding
|
|
166,978
|
|
|
152,398
|
|
|
151,553
|
|
|||
Potentially dilutive securities:
|
|
|
|
|
|
|
|
|
|
|||
Stock options and awards (a)
|
|
—
|
|
|
541
|
|
|
960
|
|
|||
Total
|
|
166,978
|
|
|
152,939
|
|
|
152,513
|
|
|||
Diluted (loss) earnings per common share
|
|
$
|
(2.71
|
)
|
|
$
|
0.56
|
|
|
$
|
2.54
|
|
|
|
Years Ended December 31,
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
|
|
(Thousands)
|
||||||||||
2012 Executive Performance Incentive Program
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
7,743
|
|
2013 Executive Performance Incentive Program
|
|
—
|
|
|
6,834
|
|
|
8,208
|
|
|||
2014 Executive Performance Incentive Program
|
|
9,494
|
|
|
12,865
|
|
|
9,104
|
|
|||
2015 Executive Performance Incentive Program
|
|
12,456
|
|
|
12,051
|
|
|
—
|
|
|||
2016 Incentive Performance Share Unit Program
|
|
7,166
|
|
|
—
|
|
|
—
|
|
|||
2013 EQT Value Driver Award Program
|
|
—
|
|
|
—
|
|
|
4,403
|
|
|||
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
|
|
3,174
|
|
|
14,574
|
|
|
—
|
|
|||
2016 EQT Value Driver Performance Share Unit Award Program
|
|
15,694
|
|
|
—
|
|
|
—
|
|
|||
Restricted stock awards
|
|
9,407
|
|
|
7,031
|
|
|
4,688
|
|
|||
Non-qualified stock options
|
|
3,119
|
|
|
1,938
|
|
|
3,002
|
|
|||
Other programs, including non-employee director awards
|
|
5,459
|
|
|
(2,339
|
)
|
|
(409
|
)
|
|||
Total share-based compensation expense
|
|
$
|
65,969
|
|
|
$
|
54,692
|
|
|
$
|
50,627
|
|
•
|
the 2012 Executive Performance Incentive Plan (2012 Incentive PSU Program) under the 2009 Long-Term Incentive Plan (2009 LTIP);
|
•
|
the 2013 Executive Performance Incentive Plan (2013 Incentive PSU Program) under the 2009 LTIP;
|
•
|
the 2014 Executive Performance Incentive Plan (2014 Incentive PSU Program) under the 2009 LTIP;
|
•
|
the 2015 Executive Performance Incentive Plan (2015 Incentive PSU Program) under the 2014 Long-Term Incentive Plan (2014 LTIP); and
|
•
|
the 2016 Incentive Performance Share Unit Program (2016 Incentive PSU Program) under the 2014 LTIP.
|
•
|
the level of total shareholder return relative to a predefined peer group; and
|
•
|
with respect to the 2012 Incentive PSU Program and the 2013 Incentive PSU Program, the level of cumulative operating cash flow per share, and with respect to the other Incentive PSU Programs, the cumulative total sales volume growth, in each case, over the performance period.
|
Incentive PSU Program
|
Grant Date Fair Value
1
|
Risk Free Rate
|
Vested/Payment Date
|
Awards Paid
|
Value
(in millions)
|
Unvested/Expected Payment Date
2
|
Awards Outstanding as of December 31, 2016
3
|
|||||||
2012
|
$
|
123.37
|
|
0.36
|
%
|
February 2015
|
307,323
|
|
$
|
37.9
|
|
N/A
|
N/A
|
|
2013
|
$
|
140.00
|
|
0.36
|
%
|
February 2016
|
261,073
|
|
$
|
36.6
|
|
N/A
|
N/A
|
|
2014
4
|
$
|
189.68
|
|
0.78
|
%
|
N/A
|
N/A
|
|
N/A
|
|
First Quarter of 2017
|
238,060
|
|
|
2015
5
|
$
|
160.13
|
|
1.10
|
%
|
N/A
|
N/A
|
|
N/A
|
|
First Quarter of 2018
|
341,103
|
|
|
2016
6
|
$
|
70.60
|
|
1.31
|
%
|
N/A
|
N/A
|
|
N/A
|
|
First Quarter of 2019
|
482,030
|
|
|
|
For the Years Ended December 31,
|
||||||||||
|
|
(millions)
|
||||||||||
Award
|
|
2016
|
|
2015
|
|
2014
|
||||||
2012 Incentive PSU Program
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2.6
|
|
2013 Incentive PSU Program
|
|
$
|
—
|
|
|
$
|
4.4
|
|
|
$
|
5.5
|
|
2014 Incentive PSU Program
|
|
$
|
4.2
|
|
|
$
|
4.9
|
|
|
$
|
4.6
|
|
2015 Incentive PSU Program
|
|
$
|
4.9
|
|
|
$
|
4.9
|
|
|
$
|
—
|
|
2016 Incentive PSU Program
|
|
$
|
3.3
|
|
|
$
|
—
|
|
|
$
|
—
|
|
•
|
the 2013 Value Driver Award Program (2013 EQT VDPSU Program) under the 2009 LTIP;
|
•
|
the 2014 Value Driver Award Program (2014 EQT VDPSU Program) under the 2009 LTIP;
|
•
|
the 2015 Value Driver Award Program (2015 EQT VDPSU Program) under the 2014 LTIP; and
|
•
|
the 2016 Value Driver Performance Share Unit Award Program (2016 EQT VDPSU Program) under the 2014 LTIP.
|
EQT VDPSU Program
|
Settled In
|
Accounting Treatment
|
Fair Value per Unit
1
|
Vested/Payment Date
|
Number of awards (including accrued dividends) or cash (millions) paid
|
Unvested/Expected Payment Date
|
Awards Outstanding (including accrued dividends) as of December 31, 2016
2
|
|||||
2013
|
Stock
|
Equity
|
$
|
58.98
|
|
February 2014
|
306,076
|
|
N/A
|
N/A
|
|
|
February 2015
|
279,475
|
|
||||||||||
2014
|
Cash
|
Liability
|
$
|
75.70
|
|
February 2015
|
$
|
14.2
|
|
N/A
|
N/A
|
|
$
|
52.13
|
|
February 2016
|
$
|
9.4
|
|
||||||
2015
3
|
Stock
|
Equity
|
$
|
75.70
|
|
February 2016
|
222,751
|
|
Second tranche first quarter of 2017
|
208,734
|
|
|
2016
4
|
Cash
|
Liability
|
$
|
65.40
|
|
N/A
|
N/A
|
|
First tranche first quarter of 2017
|
325,664
|
|
|
N/A
|
|
N/A
|
N/A
|
|
Second tranche first quarter of 2018
|
325,664
|
|
|
|
For the Years Ended December 31,
|
||||||||||
|
|
(millions)
|
||||||||||
Award
|
|
2016
|
|
2015
|
|
2014
|
||||||
2013 EQT VDPSU Program
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2.9
|
|
2014 EQT VDPSU Program
|
|
$
|
—
|
|
|
$
|
1.3
|
|
|
$
|
9.8
|
|
2015 EQT VDPSU Program
|
|
$
|
4.1
|
|
|
$
|
10.9
|
|
|
$
|
—
|
|
2016 EQT VDPSU Program
|
|
$
|
16.3
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Restricted Stock
|
|
Non-
Vested
Shares
|
|
Weighted
Average
Fair Value
|
|
Aggregate
Fair Value
|
|||||
Outstanding at January 1, 2016
|
|
300,120
|
|
|
$
|
79.90
|
|
|
$
|
23,980,627
|
|
Granted
|
|
7,900
|
|
|
$
|
63.33
|
|
|
500,307
|
|
|
Vested
|
|
(69,880
|
)
|
|
$
|
72.76
|
|
|
(5,084,759
|
)
|
|
Forfeited
|
|
(13,800
|
)
|
|
$
|
78.74
|
|
|
(1,086,637
|
)
|
|
Outstanding at December 31, 2016
|
|
224,340
|
|
|
$
|
81.61
|
|
|
$
|
18,309,538
|
|
|
|
For the Years Ended December 31,
|
|||||||
|
|
2016
1
|
|
2015
|
|
2014
|
|||
Risk-free interest rate
|
|
1.67
|
%
|
|
1.61
|
%
|
|
1.72
|
%
|
Dividend yield
|
|
0.16
|
%
|
|
0.12
|
%
|
|
0.15
|
%
|
Volatility factor
|
|
28.59
|
%
|
|
26.80
|
%
|
|
24.80
|
%
|
Expected term
|
|
5 years
|
|
|
5 years
|
|
|
5 years
|
|
|
|
For the Years Ended December 31,
|
||||||||||
|
|
2016
1
|
|
2015
|
|
2014
|
||||||
Number of Options Granted
|
|
228,500
|
|
|
158,200
|
|
|
133,500
|
|
|||
Weighted Average Grant Date Fair Value
|
|
$
|
15.10
|
|
|
$
|
19.90
|
|
|
$
|
22.25
|
|
Total Intrinsic Value of Options Exercised (millions)
|
|
$
|
3.5
|
|
|
$
|
15.1
|
|
|
$
|
14.4
|
|
Non-qualified Stock Options
|
|
Shares
|
|
Weighted
Average
Exercise
Price
|
|
Weighted
Average
Remaining
Contractual
Term
|
|
Aggregate
Intrinsic
Value
|
|||||
Outstanding at January 1, 2016
|
|
1,080,242
|
|
|
$
|
60.33
|
|
|
|
|
|
||
Granted
|
|
228,500
|
|
|
$
|
54.09
|
|
|
|
|
|
||
Exercised
|
|
(134,542
|
)
|
|
$
|
43.92
|
|
|
|
|
|
||
Forfeited
|
|
—
|
|
|
$
|
—
|
|
|
|
|
|
||
Expired
|
|
—
|
|
|
$
|
—
|
|
|
|
|
|
||
Outstanding at December 31, 2016
|
|
1,174,200
|
|
|
$
|
60.99
|
|
|
6.50 years
|
|
$
|
10,060,848
|
|
Exercisable at December 31, 2016
|
|
668,400
|
|
|
$
|
54.24
|
|
|
5.21 years
|
|
$
|
7,461,562
|
|
|
|
Three Months Ended
|
||||||||||||||
|
|
March 31
|
|
June 30
|
|
September 30
|
|
December 31
|
||||||||
|
|
(Thousands, except per share amounts)
|
||||||||||||||
2016 (a)
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total operating revenues
|
|
$
|
545,069
|
|
|
$
|
127,531
|
|
|
$
|
556,726
|
|
|
$
|
379,022
|
|
Operating income (loss)
|
|
127,201
|
|
|
(324,492
|
)
|
|
108,457
|
|
|
(189,466
|
)
|
||||
Net income (loss)
|
|
88,425
|
|
|
(180,807
|
)
|
|
70,104
|
|
|
(108,785
|
)
|
||||
Net income (loss) attributable to EQT Corporation
|
|
5,636
|
|
|
(258,645
|
)
|
|
(8,016
|
)
|
|
(191,958
|
)
|
||||
Earnings per share of common stock attributable to EQT Corporation:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Basic:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net income (loss)
|
|
$
|
0.04
|
|
|
$
|
(1.55
|
)
|
|
$
|
(0.05
|
)
|
|
$
|
(1.11
|
)
|
Diluted:
|
|
|
|
|
|
|
|
|
|
|||||||
Net income (loss)
|
|
$
|
0.04
|
|
|
$
|
(1.55
|
)
|
|
$
|
(0.05
|
)
|
|
$
|
(1.11
|
)
|
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)
|
|
221,168
|
|
|
63,747
|
|
|
100,233
|
|
|
(63,262
|
)
|
||||
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
|
)
|
|
|
For the Years Ended December 31,
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
|
|
(Thousands)
|
||||||||||
At December 31:
|
|
|
|
|
|
|
|
|
|
|||
Capitalized Costs:
|
|
|
|
|
|
|
||||||
Proved properties
|
|
$
|
12,179,833
|
|
|
$
|
10,918,499
|
|
|
$
|
9,258,298
|
|
Unproved properties
|
|
1,698,826
|
|
|
898,270
|
|
|
824,527
|
|
|||
Total capitalized costs
|
|
13,878,659
|
|
|
11,816,769
|
|
|
10,082,825
|
|
|||
Accumulated depreciation and depletion
|
|
4,217,154
|
|
|
3,425,618
|
|
|
2,693,535
|
|
|||
Net capitalized costs
|
|
$
|
9,661,505
|
|
|
$
|
8,391,151
|
|
|
$
|
7,389,290
|
|
|
|
For the Years Ended December 31,
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
|
|
(Thousands)
|
||||||||||
Costs incurred: (a)
|
|
|
|
|
|
|
||||||
Property acquisition:
|
|
|
|
|
|
|
|
|
|
|||
Proved properties (b)
|
|
$
|
403,314
|
|
|
$
|
23,890
|
|
|
$
|
231,322
|
|
Unproved properties (c)
|
|
880,545
|
|
|
158,405
|
|
|
493,067
|
|
|||
Exploration (d)
|
|
6,047
|
|
|
53,463
|
|
|
16,023
|
|
|||
Development
|
|
777,787
|
|
|
1,633,498
|
|
|
1,697,501
|
|
|
|
For the Years Ended December 31,
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
|
|
(Thousands)
|
||||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
|||
Nonaffiliated
|
|
$
|
1,594,997
|
|
|
$
|
1,690,360
|
|
|
$
|
2,107,635
|
|
Production costs
|
|
1,055,017
|
|
|
877,194
|
|
|
693,818
|
|
|||
Exploration costs
|
|
13,410
|
|
|
61,970
|
|
|
21,665
|
|
|||
Depreciation, depletion and accretion
|
|
859,018
|
|
|
765,298
|
|
|
630,115
|
|
|||
Impairment of long-lived assets
|
|
6,939
|
|
|
122,469
|
|
|
267,339
|
|
|||
Income tax (benefit) expense
|
|
(136,323
|
)
|
|
(54,857
|
)
|
|
195,405
|
|
|||
Results of operations from producing activities (excluding corporate overhead)
|
|
$
|
(203,064
|
)
|
|
$
|
(81,714
|
)
|
|
$
|
299,293
|
|
|
|
Years Ended December 31,
|
|||||||
|
|
2016
|
|
2015
|
|
2014
|
|||
|
|
(Millions of Cubic Feet)
|
|||||||
Total - Natural Gas, Oil, and NGLs (a)
|
|
|
|
|
|
|
|
|
|
Proved developed and undeveloped reserves:
|
|
|
|
|
|
|
|
|
|
Beginning of year
|
|
9,976,597
|
|
|
10,738,948
|
|
|
8,348,269
|
|
Revision of previous estimates
|
|
(472,285
|
)
|
|
(2,194,675
|
)
|
|
(301,351
|
)
|
Purchase of hydrocarbons in place
|
|
2,395,776
|
|
|
—
|
|
|
102,713
|
|
Sale of hydrocarbons in place
|
|
—
|
|
|
(61
|
)
|
|
(198,657
|
)
|
Extensions, discoveries and other additions
|
|
2,384,682
|
|
|
2,051,071
|
|
|
3,276,054
|
|
Production
|
|
(776,363
|
)
|
|
(618,686
|
)
|
|
(488,080
|
)
|
End of year
|
|
13,508,407
|
|
|
9,976,597
|
|
|
10,738,948
|
|
Proved developed reserves:
|
|
|
|
|
|
|
|
|
|
Beginning of year
|
|
6,279,557
|
|
|
4,826,387
|
|
|
3,985,687
|
|
End of year
|
|
6,842,958
|
|
|
6,279,557
|
|
|
4,826,387
|
|
Proved undeveloped reserves:
|
|
|
|
|
|
|
|||
Beginning of year
|
|
3,697,040
|
|
|
5,912,561
|
|
|
4,362,582
|
|
End of year
|
|
6,665,449
|
|
|
3,697,040
|
|
|
5,912,561
|
|
|
|
Years Ended December 31,
|
|||||||
|
|
2016
|
|
2015
|
|
2014
|
|||
|
|
(Millions of Cubic Feet)
|
|||||||
Natural Gas
|
|
|
|
|
|
|
|
|
|
Proved developed and undeveloped reserves:
|
|
|
|
|
|
|
|
|
|
Beginning of year
|
|
9,110,311
|
|
|
9,775,954
|
|
|
7,561,561
|
|
Revision of previous estimates
|
|
(607,171
|
)
|
|
(2,059,531
|
)
|
|
(228,085
|
)
|
Purchase of natural gas in place
|
|
2,288,166
|
|
|
—
|
|
|
44,867
|
|
Sale of natural gas in place
|
|
—
|
|
|
(61
|
)
|
|
(198,531
|
)
|
Extensions, discoveries and other additions
|
|
2,241,528
|
|
|
1,955,935
|
|
|
3,040,938
|
|
Production
|
|
(700,967
|
)
|
|
(561,986
|
)
|
|
(444,796
|
)
|
End of year
|
|
12,331,867
|
|
|
9,110,311
|
|
|
9,775,954
|
|
Proved developed reserves:
|
|
|
|
|
|
|
|
|
|
Beginning of year
|
|
5,652,989
|
|
|
4,257,377
|
|
|
3,567,313
|
|
End of year
|
|
6,074,958
|
|
|
5,652,989
|
|
|
4,257,377
|
|
Proved undeveloped reserves:
|
|
|
|
|
|
|
|||
Beginning of year
|
|
3,457,322
|
|
|
5,518,577
|
|
|
3,994,248
|
|
End of year
|
|
6,256,909
|
|
|
3,457,322
|
|
|
5,518,577
|
|
|
|
Years Ended December 31,
|
|||||||
|
|
2016
|
|
2015
|
|
2014
|
|||
|
|
(Thousands of Bbls)
|
|||||||
Oil (a)
|
|
|
|
|
|
|
|
|
|
Proved developed and undeveloped reserves:
|
|
|
|
|
|
|
|
|
|
Beginning of year
|
|
5,900
|
|
|
5,005
|
|
|
3,956
|
|
Revision of previous estimates
|
|
1,159
|
|
|
1,219
|
|
|
(905
|
)
|
Purchase of oil in place
|
|
3
|
|
|
—
|
|
|
2,165
|
|
Sale of oil in place
|
|
—
|
|
|
—
|
|
|
(3
|
)
|
Extensions, discoveries and other additions
|
|
62
|
|
|
419
|
|
|
241
|
|
Production
|
|
(729
|
)
|
|
(743
|
)
|
|
(449
|
)
|
End of year
|
|
6,395
|
|
|
5,900
|
|
|
5,005
|
|
Proved developed reserves:
|
|
|
|
|
|
|
|
|
|
Beginning of year
|
|
5,900
|
|
|
5,005
|
|
|
3,892
|
|
End of year
|
|
6,395
|
|
|
5,900
|
|
|
5,005
|
|
Proved undeveloped reserves:
|
|
|
|
|
|
|
|||
Beginning of year
|
|
—
|
|
|
—
|
|
|
64
|
|
End of year
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Years Ended December 31,
|
|||||||
|
2016
|
|
2015
|
|
2014
|
|||
|
(Thousands of Bbls)
|
|||||||
NGLs (a)
|
|
|
|
|
|
|||
Proved developed and undeveloped reserves:
|
|
|
|
|
|
|
||
Beginning of year
|
138,481
|
|
|
155,494
|
|
|
127,162
|
|
Revision of previous estimates
|
21,322
|
|
|
(23,743
|
)
|
|
(11,306
|
)
|
Purchase of NGLs in place
|
17,932
|
|
|
—
|
|
|
7,476
|
|
Sale of NGLs in place
|
—
|
|
|
—
|
|
|
(18
|
)
|
Extensions, discoveries and other additions
|
23,797
|
|
|
15,437
|
|
|
38,945
|
|
Production
|
(11,837
|
)
|
|
(8,707
|
)
|
|
(6,765
|
)
|
End of year
|
189,695
|
|
|
138,481
|
|
|
155,494
|
|
Proved developed reserves:
|
|
|
|
|
|
|
||
Beginning of year
|
98,528
|
|
|
89,830
|
|
|
65,837
|
|
End of year
|
121,605
|
|
|
98,528
|
|
|
89,830
|
|
Proved undeveloped reserves:
|
|
|
|
|
|
|||
Beginning of year
|
39,953
|
|
|
65,664
|
|
|
61,325
|
|
End of year
|
68,090
|
|
|
39,953
|
|
|
65,664
|
|
•
|
Transfer of
647
Bcfe of proved undeveloped reserves to proved developed reserves.
|
•
|
Increase of
2,396
Bcfe associated with the acquisition of proved developed reserves (
320
Bcfe) and proved undeveloped reserves (
2,076
Bcfe) in the Company’s Marcellus and Upper Devonian plays.
|
•
|
Extensions, discoveries and other additions of
2,385
Bcfe, which exceeded the 2016 production of
776
Bcfe.
|
•
|
Negative revisions of
509
Bcfe from proved undeveloped locations, primarily due to
389
Bcfe from economic locations that the Company no longer expects to develop within
5
years of booking, along with the removal of locations that are no longer economic as determined in accordance with Securities and Exchange Commission (SEC) pricing requirements.
|
•
|
Upward revisions of
68
Bcfe from proved developed locations, primarily due to increased reserves from producing wells.
|
•
|
Negative revisions of
31
Bcfe associated with previously booked locations whose economic lives had been shortened due to reduced commodity prices.
|
•
|
Transfer of
1,528
Bcfe of proved undeveloped reserves to proved developed reserves.
|
•
|
Extensions, discoveries and other additions of
2,051
Bcfe, which exceeded the 2015 production of
619
Bcfe.
|
•
|
Negative revisions of
2,321
Bcfe from proved undeveloped locations, due primarily to the removal of locations that were no longer economic as determined in accordance with SEC pricing requirements and from
342
Bcfe from economic locations that the Company no longer expects to develop within
5
years of booking.
|
•
|
Upward revisions of
386
Bcfe from proved developed locations, primarily due to increased reserves from producing wells.
|
•
|
Negative revisions of
259
Bcfe associated with previously booked locations whose economic lives had been shortened due to reduced commodity prices.
|
•
|
Transfer of
790
Bcfe of proved undeveloped reserves to proved developed reserves.
|
•
|
Extensions, discoveries and other additions of
3,276
Bcfe, which exceeded the 2014 production of
488
Bcfe.
|
•
|
Negative revisions of
1,200
Bcfe from proved undeveloped locations, primarily due to the removal of locations that the Company no longer expects to develop within
5
years of booking, including the remainder of proved undeveloped Huron locations that were no longer planned for development following the Company’s decision to suspend development of this play.
|
•
|
Upward revisions of
711
Bcfe from proved undeveloped locations, primarily due to increased lengths on previously booked Marcellus locations.
|
•
|
Upward revisions of
197
Bcfe from proved developed locations, primarily due to increased reserves from producing wells.
|
•
|
Negative revisions of
9
Bcfe were associated with previously booked locations whose economic lives had been shortened due to reduced commodity prices.
|
|
|
2016
|
|
2015
|
|
2014
|
||||||
|
|
(Thousands)
|
||||||||||
Future cash inflows (a)
|
|
$
|
24,011,281
|
|
|
$
|
17,619,037
|
|
|
$
|
42,352,358
|
|
Future production costs
|
|
(14,864,126
|
)
|
|
(10,963,285
|
)
|
|
(16,791,623
|
)
|
|||
Future development costs
|
|
(3,778,698
|
)
|
|
(2,377,650
|
)
|
|
(5,052,195
|
)
|
|||
Future income tax expenses
|
|
(1,753,067
|
)
|
|
(1,333,989
|
)
|
|
(7,718,406
|
)
|
|||
Future net cash flow
|
|
3,615,390
|
|
|
2,944,113
|
|
|
12,790,134
|
|
|||
10% annual discount for estimated timing of cash flows
|
|
(2,626,636
|
)
|
|
(1,966,559
|
)
|
|
(7,980,106
|
)
|
|||
Standardized measure of discounted future net cash flows
|
|
$
|
988,754
|
|
|
$
|
977,554
|
|
|
$
|
4,810,028
|
|
(a)
|
The majority of the Company’s production is sold through liquid trading points on interstate pipelines. For 2016, the reserves were computed using unweighted arithmetic averages of the closing prices on the first day of each month during 2016 of $42.75 per Bbl of oil (first day of each month closing price for West Texas Intermediate (WTI)) less regional adjustments, $2.342 per Dth for Columbia Gas Transmission Corp., $1.348 per Dth for Dominion Transmission, Inc., $2.334 per Dth for the East Tennessee Natural Gas Pipeline, $1.325 per Dth for Texas Eastern Transmission Corp., $1.305 per Dth for the Tennessee, zone 4-300 Leg of Tennessee Gas Pipeline Company, $1.862 per Dth for the Tennessee LA 500 Leg of Tennessee Gas Pipeline Company, $2.343 per Dth for Waha, and $2.402 per Dth for the Rockies Express Pipeline Zone 3. For 2016, NGL pricing using arithmetic averages of the closing prices on the first day of each month during 2016 for NGL components and adjusted using the regional component makeup of produced NGLs resulted in prices of $13.87 per Bbl of NGLs from certain West Virginia Marcellus reserves, $17.27 per Bbl of NGLs from certain Kentucky reserves, $14.71 per Bbl for Ohio Utica reserves, and $18.91 per Bbl for Permian reserves.
|
|
|
|
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 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, NGLs pricing using arithmetic averages of the closing prices on the first day of each month during 2015 for NGLs components and adjusted using the regional component makeup of produced NGLs resulted in prices of $17.60 per Bbl of NGLs from certain West Virginia Marcellus reserves, $21.69 per Bbl of NGLs from certain Kentucky reserves, $16.84 per Bbl for Ohio 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, NGLs pricing using arithmetic averages of the closing prices on the first day of each month during 2014 for NGLs components and adjusted using the regional component makeup of produced NGLs resulted in prices of $49.22 per Bbl of NGLs from certain West Virginia Marcellus reserves, $49.47 per Bbl of NGLs from certain Kentucky reserves, $47.11 per Bbl for Ohio Utica reserves, and $31.92 per Bbl for Permian reserves.
|
|
|
2016
|
|
2015
|
|
2014
|
||||||
|
|
(Thousands)
|
||||||||||
Sales and transfers of natural gas and oil produced – net
|
|
$
|
(539,980
|
)
|
|
$
|
(813,166
|
)
|
|
$
|
(1,413,817
|
)
|
Net changes in prices, production and development costs
|
|
(1,129,026
|
)
|
|
(5,546,405
|
)
|
|
(1,548,352
|
)
|
|||
Extensions, discoveries and improved recovery, less related costs
|
|
590,885
|
|
|
264,735
|
|
|
2,300,923
|
|
|||
Development costs incurred
|
|
402,891
|
|
|
971,186
|
|
|
1,023,075
|
|
|||
Purchase of minerals in place – net
|
|
592,078
|
|
|
—
|
|
|
72,139
|
|
|||
Sale of minerals in place – net
|
|
—
|
|
|
(43
|
)
|
|
(146,476
|
)
|
|||
Revisions of previous quantity estimates
|
|
(60,959
|
)
|
|
(1,541,418
|
)
|
|
(222,196
|
)
|
|||
Accretion of discount
|
|
122,674
|
|
|
600,099
|
|
|
578,676
|
|
|||
Net change in income taxes
|
|
(91,823
|
)
|
|
2,424,200
|
|
|
(529,337
|
)
|
|||
Timing and other
|
|
124,460
|
|
|
(191,662
|
)
|
|
744,114
|
|
|||
Net increase (decrease)
|
|
11,200
|
|
|
(3,832,474
|
)
|
|
858,749
|
|
|||
Beginning of year
|
|
977,554
|
|
|
4,810,028
|
|
|
3,951,279
|
|
|||
End of year
|
|
$
|
988,754
|
|
|
$
|
977,554
|
|
|
$
|
4,810,028
|
|
•
|
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(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 of the Company's Board of Directors is incorporated herein by reference from the sections captioned “Corporate Governance and Board Matters - Compensation Committee Interlocks and Insider Participation” and “Executive Compensation - Report of the Management Development and Compensation Committee” in the Company’s definitive proxy statement.
|
Plan Category
|
|
Number Of
Securities To Be Issued Upon
Exercise Of
Outstanding
Options, Warrants
and Rights
(A)
|
|
Weighted Average
Exercise Price
of Outstanding
Options,
Warrants and
Rights
(B)
|
|
Number Of Securities
Remaining Available
For Future Issuance Under Equity
Compensation Plans (Excluding Securities Reflected In
Column A)
(C)
|
|
||||
Equity Compensation Plans Approved by Shareholders
(1)
|
|
4,667,735
|
|
(2)
|
$
|
60.99
|
|
(3)
|
3,293,943
|
|
(4)
|
Equity Compensation Plans Not Approved by Shareholders
(5)
|
|
24,567
|
|
(6)
|
N/A
|
|
|
169,466
|
|
|
|
Total
|
|
4,692,302
|
|
|
$
|
60.99
|
|
|
3,463,409
|
|
|
(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 NEDSIP. 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) 386,700 shares subject to outstanding stock options under the 2014 LTIP; (ii) 2,475,457 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 825,152
target
awards and dividend reinvestments thereon));
(iii) 208,866 performance awards under the 2014 LTIP, inclusive of dividend reinvestments thereon (based upon award amounts previously confirmed by the Management Development and Compensation Committee but subject to continuing service conditions, and therefore not subject to any additional multiplier); (iv) 50,291 shares subject to outstanding directors' deferred stock units under the 2014 LTIP, inclusive of dividend reinvestments thereon; (v) 787,500 shares subject to outstanding stock options under the 2009 LTIP; (vi) 718,133 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 239,378
target
awards and dividend reinvestments thereon)); (vii) 34,913 shares subject to outstanding directors’ deferred stock units under the 2009 LTIP, inclusive of dividend reinvestments thereon; and (viii) 5,875 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
6.50 years
as of
December 31, 2016
.
|
(4)
|
Consists of (i) 3,242,429 shares available for future issuance under the 2014 LTIP, (ii) a “notional” deficit of (564,980) shares under the 2009 LTIP and (iii) 616,494 shares available for future issuance under the 2008 ESPP. As of
December 31, 2016
, 3,884 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, 2016
.
|
(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
|
|
|
|
|
|
|
|
|
|
|
Schedule II - Valuation and Qualifying Accounts and Reserves for the Three Years Ended December 31, 2016
|
|
|
|
|
|
|
|
|
|
|
|
All other 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 126 through 133) are filed (or, as applicable, furnished) as part of this Annual Report on Form 10-K.
|
|
Page Reference
|
|
|
Statements of Consolidated Operations for each of the three years in the period ended December 31, 2016
|
|
Statements of Consolidated Comprehensive Income for each of the three years in the period ended December 31, 2016
|
|
Statements of Consolidated Cash Flows for each of the three years in the period ended December 31, 2016
|
|
Consolidated Balance Sheets as of December 31, 2016 and 2015
|
|
Statements of Consolidated Equity for each of the three years in the period ended December 31, 2016
|
|
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:
|
|
|
|
|
|
|
|
|||||||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
2016
|
|
$
|
156,084
|
|
|
$
|
24,706
|
|
|
$
|
21,536
|
|
|
$
|
(904
|
)
|
|
$
|
201,422
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
2015
|
|
$
|
64,987
|
|
|
$
|
91,097
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
156,084
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
2014
|
|
$
|
56,404
|
|
|
$
|
9,314
|
|
|
$
|
—
|
|
|
$
|
(731
|
)
|
|
$
|
64,987
|
|
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)
|
|
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 subsidiaries of EQT Midstream Partners, LP 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 subsidiaries of EQT Midstream Partners, LP 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
|
|
|
|
|
|
4.04(c)
|
|
Second Supplemental Indenture dated as of November 4, 2016 between EQT Midstream Partners, LP and The Bank of New York Mellon Trust Company, N.A., as Trustee, pursuant to which the EQT Midstream Partners, LP 4.125% Senior Notes due 2026 were issued
|
|
Incorporated herein by reference to Exhibit 4.2 to EQT Midstream Partners, LP’s Form 8-K (#001-35574) filed on November 4, 2016
|
|
|
|
|
|
* 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)
|
|
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(f)
|
|
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(g)
|
|
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(h)
|
|
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(i)
|
|
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(j)
|
|
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(k)
|
|
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(l)
|
|
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(m)
|
|
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(n)
|
|
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(o)
|
|
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 (pre-2017 grants)
|
|
Incorporated herein by reference to Exhibit 10.03(c) to Form 10-K for the year ended December 31, 2014
|
|
|
|
|
|
* 10.02(d)
|
|
Form of Restricted Stock Award Agreement under 2014
Long-Term Incentive Plan
|
|
Filed herewith as Exhibit 10.02(d)
|
|
|
|
|
|
* 10.02(e)
|
|
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(f)
|
|
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(g)
|
|
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(h)
|
|
2016 Incentive Performance Share Unit Program
|
|
Incorporated herein by reference to Exhibit 10.02(g) to Form 10-K for the year ended December 31, 2015
|
|
|
|
|
|
* 10.02(i)
|
|
Form of Participant Award Agreement under 2016 Incentive Performance Share Unit Program
|
|
Incorporated herein by reference to Exhibit 10.02(h) to Form 10-K for the year ended December 31, 2015
|
|
|
|
|
|
* 10.02(j)
|
|
2016 Restricted Stock Award Agreement (Standard) for Robert J. McNally
|
|
Incorporated herein by reference to Exhibit 10.03 to Form 10-Q for the quarter ended March 31, 2016
|
|
|
|
|
|
* 10.02(k)
|
|
Form of Participant Award Agreement (Stock Option) under 2014 Long-Term Incentive Plan (2017 grants)
|
|
Filed herewith as Exhibit 10.02(k)
|
|
|
|
|
|
* 10.02(l)
|
|
2017 Incentive Performance Share Unit Program
|
|
Filed herewith as Exhibit 10.02(l)
|
|
|
|
|
|
* 10.02(m)
|
|
Form of Participant Award Agreement under 2017 Incentive Performance Share Unit Program
|
|
Filed herewith as Exhibit 10.02(m)
|
Exhibits
|
|
Description
|
|
Method of Filing
|
|
|
|
|
|
* 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 (#001-37380) 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
|
|
|
|
|
|
* 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
|
|
2016 Executive Short-Term Incentive Plan
|
|
Incorporated herein by reference to Exhibit 10.1 to Form 8-K filed on April 21, 2016
|
|
|
|
|
|
* 10.08
|
|
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
|
|
|
|
|
|
* 10.09
|
|
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
|
|
|
|
|
|
* 10.10
|
|
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
|
|
|
|
|
|
* 10.11(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
|
|
|
|
|
|
* 10.11(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
|
|
|
|
|
|
* 10.11(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
|
Exhibits
|
|
Description
|
|
Method of Filing
|
|
|
|
|
|
* 10.12(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
|
|
|
|
|
|
* 10.12(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
|
|
|
|
|
|
* 10.12(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
|
|
|
|
|
|
* 10.13(a)
|
|
Offer letter dated as of March 7, 2016 between the Company and Robert J. McNally
|
|
Incorporated herein by reference to Exhibit 10.1 to Form 8-K filed on March 17, 2016
|
|
|
|
|
|
* 10.13(b)
|
|
Confidentiality, Non-Solicitation and Non-Competition Agreement dated as of March 10, 2016 between the Company and Robert J. McNally
|
|
Incorporated herein by reference to Exhibit 10.02 to Form 10-Q for the quarter ended March 31, 2016
|
|
|
|
|
|
* 10.14(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
|
|
|
|
|
|
* 10.14(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
|
|
Incorporated herein by reference to Exhibit 10.12(b) to Form 10-K for the year ended December 31, 2015
|
|
|
|
|
|
* 10.14(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
|
|
|
|
|
|
* 10.14(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
|
|
|
|
|
|
* 10.14(e)
|
|
Transition Agreement and General Release dated as of January 9, 2017 between the Company and Randall L. Crawford
|
|
Filed herewith as Exhibit 10.14(e)
|
|
|
|
|
|
* 10.15(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
|
|
|
|
|
|
* 10.15(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
|
|
|
|
|
|
* 10.15(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
|
|
|
|
|
|
* 10.16(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
|
|
|
|
|
|
* 10.16(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
|
|
|
|
|
|
* 10.16(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
|
Exhibits
|
|
Description
|
|
Method of Filing
|
|
|
|
|
|
* 10.16(d)
|
|
Employment Agreement dated as of March 17, 2016 between the Company and Philip P. Conti
|
|
Incorporated herein by reference to Exhibit 10.04 to Form 10-Q for the quarter ended March 31, 2016
|
|
|
|
|
|
* 10.16(e)
|
|
Revised Executive Alternative Work Arrangement Employment Agreement effective as of January 3, 2017 between the Company and Philip P. Conti
|
|
Filed herewith as Exhibit 10.16(e)
|
|
|
|
|
|
* 10.17(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
|
|
|
|
|
|
* 10.17(b)
|
|
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
|
|
|
|
|
|
* 10.17(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
|
|
|
|
|
|
* 10.17(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
|
|
|
|
|
|
* 10.17(e)
|
|
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
|
|
|
|
|
|
* 10.18
|
|
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
|
|
|
|
|
|
10.19
|
|
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
|
|
|
|
|
|
10.20
|
|
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
|
|
|
|
|
|
10.21
|
|
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 9, 2017
|
/s/ DAVID L. PORGES
|
|
Chairman
|
|
February 9, 2017
|
David L. Porges
|
|
and Chief Executive Officer
|
|
|
(Principal Executive Officer)
|
|
|
|
|
|
|
|
|
|
/s/ ROBERT J. MCNALLY
|
|
Senior Vice President
|
|
February 9, 2017
|
Robert J. McNally
|
|
and Chief Financial Officer
|
|
|
(Principal Financial Officer)
|
|
|
|
|
|
|
|
|
|
/s/ JIMMI SUE SMITH
|
|
Chief Accounting Officer
|
|
February 9, 2017
|
Jimmi Sue Smith
|
|
|
|
|
(Principal Accounting Officer)
|
|
|
|
|
|
|
|
|
|
/s/ VICKY A. BAILEY
|
|
Director
|
|
February 9, 2017
|
Vicky A. Bailey
|
|
|
|
|
|
|
|
|
|
/s/ PHILIP G. BEHRMAN
|
|
Director
|
|
February 9, 2017
|
Philip G. Behrman
|
|
|
|
|
|
|
|
|
|
/s/ KENNETH M. BURKE
|
|
Director
|
|
February 9, 2017
|
Kenneth M. Burke
|
|
|
|
|
|
|
|
|
|
/s/ A. BRAY CARY JR.
|
|
Director
|
|
February 9, 2017
|
A. Bray Cary, Jr.
|
|
|
|
|
|
|
|
|
|
/s/ MARGARET K. DORMAN
|
|
Director
|
|
February 9, 2017
|
Margaret K. Dorman
|
|
|
|
|
|
|
|
|
|
/s/ JAMES E. ROHR
|
|
Director
|
|
February 9, 2017
|
James E. Rohr
|
|
|
|
|
|
|
|
|
|
/s/ STEVEN T. SCHLOTTERBECK
|
|
Director
|
|
February 9, 2017
|
Steven T. Schlotterbeck
|
|
|
|
|
|
|
|
|
|
/s/ STEPHEN A. THORINGTON
|
|
Director
|
|
February 9, 2017
|
Stephen A. Thorington
|
|
|
|
|
|
|
|
|
|
/s/ LEE T. TODD, JR.
|
|
Director
|
|
February 9, 2017
|
Lee T. Todd, Jr.
|
|
|
|
|
|
|
|
|
|
/s/ CHRISTINE J. TORETTI
|
|
Director
|
|
February 9, 2017
|
Christine J. Toretti
|
|
|
|
|
(a)
|
“Good Reason” means Grantee’s resignation within 90 days after: (i) a reduction in Grantee’s base salary of 10% or more (unless the reduction is applicable to all similarly situated employees); (ii) a reduction in Grantee’s annual short-term bonus target of 10% or more (unless the reduction is applicable to all similarly situated employees); (iii) a significant diminution in Grantee’s job responsibilities, duties or authority; (iv) a change in the geographic location of Grantee’s primary reporting location of more than 50 miles; and/or (v) any other action or inaction that constitutes a material breach by the Company of this Agreement.
|
(b)
|
“Qualifying Change of Control” means a Change of Control (as then defined in the Plan) unless (i) Grantee’s Restricted Shares are assumed by the surviving entity of the Change of Control (or otherwise equitably converted or substituted in connection with the Change of Control in a manner approved by the Committee) or (ii) the Company is the surviving entity of the Change of Control.
|
(c)
|
“Qualifying Termination” means the involuntary termination by the Company (or, as applicable, its successor) of Grantee’s employment as a result of (i) the sale, consolidation or full or partial shutdown of a facility, department or business unit; (ii) a position elimination because of a reorganization or lack of work; or (iii) Grantee’s death or Disability.
|
(d)
|
“Restricted Period” means the period prior to the Vesting Date when the Restricted Shares are subject to the restrictions imposed under Section 2.
|
(e)
|
“Restricted Shares” means, collectively, the original number of restricted shares awarded to Grantee on the Grant Date as designated in the first paragraph of this Agreement, together with any additional restricted shares accumulated from dividends or other distributions in accordance with Section 6 of this Agreement, that are subject to the restrictions imposed under Section 2 below that have not then expired or terminated.
|
(f)
|
“Vesting Date” is defined in Section 3 of this Agreement.
|
(a)
|
as to 100% of the Restricted Shares, on the third anniversary of the Grant Date, provided Grantee has continued in the employment of the Company and/or its Affiliates through such date, or
|
(b)
|
as to 100% of the Restricted Shares, upon the occurrence of a Qualifying Change of Control, provided Grantee has continued in the employment of the Company and/or its Affiliates through such date, or
|
(c)
|
as to 100% of the Restricted Shares, upon (i) the termination of Grantee’s employment under the circumstances described in clause (i) under Section 4(a) below or (ii) Grantee’s qualifying resignation under the circumstances described in clause (ii) under Section 4(a) below; or
|
(d)
|
as to the Pro Rata Amount only, upon termination of Grantee’s employment under the circumstances described in Section 4(b) below.
|
(a)
|
Notwithstanding Section 9 of the Plan, in the event that following a Change of Control that is not a Qualifying Change of Control, (i) Grantee’s employment is terminated and such termination is a Qualifying Termination or (ii) Grantee resigns for Good Reason, in each case prior to the second anniversary of the effective date of the Change of Control, the Restricted Shares will vest.
|
(b)
|
Except as provided in Section 4(a) above, if Grantee’s employment is terminated and such termination is a Qualifying Termination, the Restricted Shares will vest as follows (such percentage of Restricted Shares then vesting is defined as the “Pro Rata Amount”):
|
Termination Date
|
|
Percent Vesting
|
Prior to the first anniversary of the Grant Date
|
|
0%
|
On or after the first anniversary of the Grant Date and prior to the second anniversary of the Grant Date
|
|
25%
|
On or after the second anniversary of the Grant Date and prior to the third anniversary of the Grant Date
|
|
50%
|
Vesting Schedule:
|
100% on [Insert 3-Year Anniversary Date]
|
|
|
(i)
|
if (a) your grant of Options is assumed by the surviving entity of the Change of Control (or otherwise equitably converted or substituted in connection with the Change of Control in a manner approved by the Committee) or (b) the Company is the surviving entity of the Change of Control, and (1) your employment is terminated without Cause (as defined below), including termination resulting from death or Disability (as defined in the Plan), or (2) you resign for Good Reason (as defined below), in each case prior to the second anniversary of the effective date of the Change of Control, all unvested Options will vest immediately upon such termination or resignation; and
|
(ii)
|
if (a) your grant of Options is not assumed by the surviving entity of the Change of Control (or otherwise equitably converted or substituted in connection with the Change of Control in a manner approved by the Committee) and (b) the Company is not the surviving entity of the Change of Control, all unvested Options will vest immediately upon such Change of Control.
|
Termination Date
|
|
Percent Vested
|
Prior to [Insert 1-Year Anniversary Date]
|
|
0%
|
On or after [Insert 1-Year Anniversary Date] and prior to [Insert 2-Year Anniversary Date]
|
|
25%
|
On or after [Insert 2-Year Anniversary Date] and prior to [Insert 3-Year Anniversary Date]
|
|
50%
|
(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 (i) in the event the Company is the surviving entity of the Change of Control, the Participant executing and not revoking a full release of claims in a form acceptable to the Company within 30 days of his or her Qualifying Termination or resignation, as applicable, and (ii) 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, 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 (a) and (b) above, if the termination is a Qualifying Termination, the Participant (or the Participant’s estate or beneficiary) will retain his or her Performance
|
(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.
|
ANTERO RESOURCES CORPORATION
|
CABOT OIL & GAS CORPORATION
|
CHESAPEAKE ENERGY CORPORATION
|
CIMAREX ENERGY CO.
CONCHO RESOURCES INC.
CONSOL ENERGY INC.
|
CONTINENTAL RESOURCES, INC.
|
DEVON ENERGY CORPORATION
|
ENERGEN CORPORATION
|
EOG RESOURCES, INC.
|
EXCO RESOURCES, INC.
|
MARATHON OIL CORPORATION
|
NATIONAL FUEL GAS COMPANY
|
NEWFIELD EXPLORATION COMPANY
|
NOBLE ENERGY, INC.
|
ONEOK, INC.
|
PIONEER NATURAL RESOURCES COMPANY
|
QEP RESOURCES, INC.
|
RANGE RESOURCES CORPORATION
|
SM ENERGY COMPANY
|
SOUTHWESTERN ENERGY COMPANY
|
WHITING PETROLEUM CORPORATION
|
|
|
|
Payout Factor*
|
|||||||
Total Sales Volume Growth**
|
25% Compound Annual Growth Rate
|
.50
|
.75
|
1.20
|
2.00
|
2.40
|
2.60
|
2.80
|
3.00
|
20% Compound Annual Growth Rate
|
.30
|
.55
|
.95
|
1.75
|
2.15
|
2.35
|
2.55
|
2.75
|
|
15% Compound Annual Growth Rate
|
.00
|
.30
|
.70
|
1.50
|
1.90
|
2.10
|
2.30
|
2.50
|
|
5% Compound Annual Growth Rate
|
.00
|
.00
|
.20
|
1.00
|
1.40
|
1.60
|
1.80
|
2.00
|
|
0% Compound Annual Growth Rate
|
.00
|
.00
|
.00
|
.50
|
.90
|
1.10
|
1.30
|
1.50
|
|
|
23-21
|
20-18
|
17-15
|
14-12
|
11-10
|
9-7
|
6-4
|
3-1
|
|
|
|
Total Shareholder Return Rank
|
*
|
Payout Factor shall be interpolated between stated levels of Total Sales Volume Growth.
|
**
|
Total Sales Volume Growth is equal to the compound annual growth rate (“CAGR”) of the Company’s total production sales volumes (Bcfe) during the Performance Period, calculated as follows:
|
•
|
“BeginningVolume” is equal to the Company’s total production sales volumes (Bcfe) during 2016 as reported in the Company’s 2016 annual report on Form 10-K.
|
•
|
“EndingVolume” is equal to:
|
o
|
In the event the Performance Period expires on December 31, 2019 and no Qualifying Change of Control occurs prior to the filing date of the Company’s 2019 annual report on Form 10-K (the “2019 Form 10-K”), the Company’s total production sales volumes (Bcfe) during 2019 as reported in the 2019 Form 10-K.
|
o
|
Except as set forth in the following paragraph, in the event of a Qualifying Change of Control prior to the filing date of the 2019 Form 10-K, the sum of the Company’s total production sales volumes (Bcfe) for the four (4) quarters actually completed which
|
o
|
In the event of a Qualifying Change of Control prior to the filing date of the Company’s 2017 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 2017 total production sales volumes. By way of example only, the quarterly total production sales volumes would be annualized as follows:
|
•
|
“Period” is equal to (i) in the event the Performance Period expires on December 31, 2019 and no Qualifying Change of Control occurs prior to the filing date of the 2019 Form 10-K, three (3) years, or (ii) in the event of a Qualifying Change of Control prior to the filing date of the 2019 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, 2018 and the Company filed its Form 10-Q for the second quarter of 2018 prior to such date, the “Period” would equal one and one-half (1.5) years.
|
a.
|
2014 Executive Performance Incentive Program (the “2014 EPIP”)
. Employee was granted 12,870 Share Units on January 1, 2014, under the 2014 EPIP. Provided Employee remains employed through February 28, 2017 under the terms of this Agreement, he shall have fully satisfied the employment condition with respect to 100% of his Share Units, plus any additional Share Units accumulated pursuant to Section 13 of the 2014 EPIP (collectively, the “2014 Retained Units”). The Awarded Value, if any, for the 2014 Retained Units shall be determined based on achievement of the performance criteria set forth in the 2014 EPIP, and shall be paid to Employee at the same time as payment is made to all active participants in the 2014 EPIP, but not later than March 15, 2017. In the event that payments under the 2014 EPIP are not made on or before February 28, 2017, upon Employee’s execution and non-revocation of the Supplemental Release attached hereto as
Exhibit A
, Employee shall be deemed to have fully satisfied the employment condition with respect to 100% of his 2014 Retained Units. Subject to Paragraph 3(f) of the Non-Compete Agreement, the Awarded Value, if any, for the 2014 Retained Units shall be determined based on achievement of the performance criteria set forth in the 2014 EPIP, and shall be paid to Employee within 30-days of the Supplemental Release becoming effective.
|
b.
|
2015 Executive Performance Incentive Plan (the “2015 EPIP”).
Employee was granted 20,810 Share Units on January 1, 2015, under the 2015 EPIP. Upon Employee’s execution and non-revocation of the Supplemental Release attached hereto as
Exhibit A
, Employee shall be deemed to have fully satisfied the employment condition with respect to 100% of his Share Units, plus any additional Share Units accumulated pursuant to Section 14 of the 2015 EPIP (collectively, the “2015 Retained Units”). Subject to Paragraph 3(f) of the Non-Compete Agreement, the Awarded Value, if any, for the 2015 Retained Units shall be determined based on achievement of the performance criteria set forth in the 2015 EPIP, and shall be paid to Employee at the same time as payment is made to all active participants in the 2015 EPIP, but not later than March 15, 2018.
|
c.
|
2016 Incentive Performance Share Unit Program (the “2016 IPSP”).
Employee was granted 21,590 Performance Share Units on January 1,
|
d.
|
2015 Stock Options
. Employee was granted 23,700 Stock Options on January 1, 2015, under the 2014 Long-Term Incentive Plan. Upon Employee’s execution and non-revocation of the Supplemental Release attached hereto as
Exhibit A
, 100% of such options shall vest.
|
e.
|
2016 Stock Options
. Employee was granted 24,200 Stock Options on January 1, 2016, under the 2014 Long-Term Incentive Plan. Upon Employee’s execution and non-revocation of the Supplemental Release attached hereto as
Exhibit A
, 100% of such options shall vest.
|
a.
|
Pursuant to the Section 3(a) of the Non-Compete Agreement, a lump sum payment of $927,000 (i.e., twenty-four (24) months of Employee’s base salary). This lump sum payment will be made on April 6, 2017.
|
b.
|
Pursuant to the Section 3(b) of the Non-Compete Agreement, a lump sum payment equal to two times the average annual incentive (bonus) payment earned by the Employee under the Company’s applicable Short-Term Incentive Plan (or any successor plan) for the 2016, 2015 and 2014 plan years. This lump sum payment will be made on April 6, 2017.
|
c.
|
Pursuant to the Section 3(c) of the Non-Compete Agreement, a lump sum payment of $16,293.60. This lump sum payment will be made on April 6, 2017.
|
d.
|
Pursuant to the Section 3(d) of the Non-Compete Agreement, a lump sum payment of $200,000. This lump sum payment will be made on April 6, 2017.
|
EQT CORPORATION
By:
/s/ Charlene Petrelli
Charlene Petrelli
Vice President and
Chief Human Resources Officer
1/9/2017
Date
|
|
/s/ Randall L. Crawford
Randall L. Crawford
1/9/2017
Date
|
EQT Corporation
By:
/s/ Charlene Petrelli
Name: Charlene Petrelli
Title: Vice President &
Chief Human Resources Officer
|
Employee:
/s/ Randall L. Crawford
Randall L. Crawford
|
EQT CORPORATION
By:
Title
Date
|
|
EMPLOYEE
Name: Randall L. Crawford
Date
|
EQT CORPORATION
By:
/s/ Charlene Petrelli
VP & Chief HR Officer
Title
1/5/2017
Date
|
|
EMPLOYEE
/s/ Philip P. Conti
Name: Philip P. Conti
12/22/2016
Date
|
Entity
|
|
Jurisdiction
|
American Shale Development, Inc.
|
|
Delaware
|
EQM Gathering Holdings, LLC
|
|
Delaware
|
EQM Gathering Opco, LLC
|
|
Delaware
|
EQT Capital Corporation
|
|
Delaware
|
EQT CNG, LLC
|
|
Delaware
|
EQT Energy, LLC
|
|
Delaware
|
EQT Energy Supply, LLC
|
|
Delaware
|
EQT Energy Supply Holdings, LP
|
|
Delaware
|
EQT Gathering, LLC
|
|
Delaware
|
EQT Gathering Holdings, LLC
|
|
Delaware
|
EQT GP Corporation
|
|
Delaware
|
EQT GP Holdings, LP
|
|
Delaware
|
EQT GP Services, LLC
|
|
Delaware
|
EQT Investments Holdings, LLC
|
|
Delaware
|
EQT IP Ventures, LLC
|
|
Delaware
|
EQT Midstream Finance Corporation
|
|
Delaware
|
EQT Midstream Partners, LP
|
|
Delaware
|
EQT Midstream Services, LLC
|
|
Delaware
|
EQT Production Company
|
|
Pennsylvania
|
EQT Production Texas, LLC
|
|
Delaware
|
Equitrans Investments, LLC
|
|
Delaware
|
Equitrans Services, LLC
|
|
Delaware
|
Equitrans, L.P.
|
|
Pennsylvania
|
ET Blue Grass Clearing, LLC
|
|
Pennsylvania
|
ET Blue Grass, LLC
|
|
Delaware
|
MVP Holdco, LLC
|
|
Delaware
|
Rager Mountain Storage Company, LLC
|
|
Delaware
|
Trans Energy, Inc.
|
|
Nevada
|
•
|
Registration Statement (Form S-3 No. 333-158198) pertaining to the 2009 Dividend Reinvestment and Stock Purchase Plan,
|
•
|
Registration Statement (Form S-3 No. 333-214092) pertaining to the registration of Debt Securities, Preferred Stock and Common Stock,
|
•
|
Registration Statement (Form S-8 No. 333-185845) pertaining to the Employee Savings Plan,
|
•
|
Registration Statement (Form S-8 No. 333-82193) pertaining to the 1999 Non-Employee Directors’ Stock Incentive Plan,
|
•
|
Registration Statement (Form S-8 No. 333-32410) pertaining to the Deferred Compensation Plan and the Directors’ Deferred Compensation Plan,
|
•
|
Registration Statement (Form S-8 No. 333-122382) pertaining to the 2005 Employee Deferred Compensation Plan and the 2005 Directors’ Deferred Compensation Plan,
|
•
|
Registration Statement (Form S-8 No. 333-152044) pertaining to the 2008 Employee Stock Purchase Plan,
|
•
|
Registration Statement (Form S-8 No. 333-158682) pertaining to the 2009 Long-Term Incentive Plan, and
|
•
|
Registration Statement (Form S-8 No. 333-195625) pertaining to the 2014 Long-Term Incentive Plan;
|
February 9, 2017
|
|
|
/s/ David L. Porges
|
|
David L. Porges
|
|
Chief Executive Officer
|
February 9, 2017
|
|
|
|
|
/s/ Robert J. McNally
|
|
Robert J. McNally
|
|
Senior Vice President and Chief Financial Officer
|
/s/ David L. Porges
|
|
February 9, 2017
|
David L. Porges
Chief Executive Officer
|
|
|
|
|
|
|
|
|
/s/ Robert J. McNally
|
|
February 9, 2017
|
Robert J. McNally
Senior Vice President and Chief Financial Officer
|
|
\s\ Gabrielle Morrow
|
Gabrielle Morrow, P. E.
|
TBPE License No. 109935
|
Vice President
|
As of December 31, 2016
|
|
|
Proved
|
||||||
|
|
Developed
|
|
|
|
Total
|
||
|
|
Producing
|
|
Non-Producing
|
|
Undeveloped
|
|
Proved
|
Audited by Ryder Scott
|
|
|
|
|
|
|
|
|
Net Reserves
|
|
|
|
|
|
|
|
|
Gas – MMCF
|
|
5,823,595
|
|
251,363
|
|
6,256,908
|
|
12,331,866
|
Plant Products - MBBL
|
|
118,275
|
|
3,329
|
|
68,091
|
|
189,695
|
Oil/Condensate - MBBL
|
|
6,395
|
|
0
|
|
0
|
|
6,395
|
(1)
|
completion intervals which are open at the time of the estimate, but which have not started producing;
|
(2)
|
wells which were shut-in for market conditions or pipeline connections; or
|
(3)
|
wells not capable of production for mechanical reasons.
|
(i)
|
Reserves on undrilled acreage shall be limited to those directly offsetting development spacing areas that are reasonably certain of production when drilled, unless evidence using reliable technology exists that establishes reasonable certainty of economic producibility at greater distances.
|