☒
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
☐
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
|
|
|
FOR THE TRANSITION PERIOD FROM TO
|
Pennsylvania
|
|
25-0464690
|
(State or other jurisdiction of incorporation or organization)
|
|
(IRS Employer Identification No.)
|
Title of each class
|
|
Trading Symbol(s)
|
|
Name of each exchange on which registered
|
Common Stock, no par value
|
|
EQT
|
|
New York Stock Exchange
|
Large accelerated filer
|
☒
|
|
Accelerated filer
|
☐
|
|
Emerging growth company
|
☐
|
Non-accelerated filer
|
☐
|
|
Smaller reporting company
|
☐
|
|
|
|
Page No.
|
||
|
|
|
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
|
|
|
||
|
|
|
|
|
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
|
(Thousands, except per share amounts)
|
||||||||||||||
Operating revenues:
|
|
|
|
|
|
|
|
||||||||
Sales of natural gas, oil and natural gas liquids
|
$
|
769,627
|
|
|
$
|
1,046,989
|
|
|
$
|
2,941,767
|
|
|
$
|
3,264,728
|
|
Gain (loss) on derivatives not designated as hedges
|
180,313
|
|
|
(3,075
|
)
|
|
455,952
|
|
|
5,620
|
|
||||
Net marketing services and other
|
1,636
|
|
|
6,132
|
|
|
7,282
|
|
|
42,382
|
|
||||
Total operating revenues
|
951,576
|
|
|
1,050,046
|
|
|
3,405,001
|
|
|
3,312,730
|
|
||||
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Transportation and processing
|
437,942
|
|
|
420,747
|
|
|
1,314,172
|
|
|
1,265,473
|
|
||||
Production
|
37,821
|
|
|
42,734
|
|
|
117,545
|
|
|
149,231
|
|
||||
Exploration
|
3,492
|
|
|
3,596
|
|
|
6,356
|
|
|
6,474
|
|
||||
Selling, general and administrative
|
79,376
|
|
|
51,816
|
|
|
214,562
|
|
|
154,590
|
|
||||
Depreciation and depletion
|
390,993
|
|
|
388,016
|
|
|
1,154,519
|
|
|
1,152,418
|
|
||||
Impairment/loss on sale/exchange of long-lived assets
|
13,935
|
|
|
259,279
|
|
|
13,935
|
|
|
2,706,438
|
|
||||
Impairment of intangible assets
|
15,411
|
|
|
—
|
|
|
15,411
|
|
|
—
|
|
||||
Lease impairments and expirations
|
49,601
|
|
|
12,176
|
|
|
127,719
|
|
|
35,584
|
|
||||
Amortization of intangible assets
|
7,755
|
|
|
10,341
|
|
|
28,439
|
|
|
31,025
|
|
||||
Proxy, transaction and reorganization
|
76,779
|
|
|
8,792
|
|
|
102,386
|
|
|
23,930
|
|
||||
Total operating expenses
|
1,113,105
|
|
|
1,197,497
|
|
|
3,095,044
|
|
|
5,525,163
|
|
||||
Operating (loss) income
|
(161,529
|
)
|
|
(147,451
|
)
|
|
309,957
|
|
|
(2,212,433
|
)
|
||||
Unrealized loss on investment in Equitrans Midstream Corporation
|
(261,093
|
)
|
|
—
|
|
|
(276,779
|
)
|
|
—
|
|
||||
Dividend and other income
|
22,960
|
|
|
4,323
|
|
|
67,592
|
|
|
4,063
|
|
||||
Interest expense
|
47,709
|
|
|
56,180
|
|
|
154,785
|
|
|
171,211
|
|
||||
Loss from continuing operations before income taxes
|
(447,371
|
)
|
|
(199,308
|
)
|
|
(54,015
|
)
|
|
(2,379,581
|
)
|
||||
Income tax benefit
|
(86,343
|
)
|
|
(71,961
|
)
|
|
(9,244
|
)
|
|
(596,723
|
)
|
||||
Loss from continuing operations
|
(361,028
|
)
|
|
(127,347
|
)
|
|
(44,771
|
)
|
|
(1,782,858
|
)
|
||||
Income from discontinued operations, net of tax
|
—
|
|
|
190,795
|
|
|
—
|
|
|
537,673
|
|
||||
Net (loss) income
|
(361,028
|
)
|
|
63,448
|
|
|
(44,771
|
)
|
|
(1,245,185
|
)
|
||||
Less: Net income from discontinued operations attributable to noncontrolling interests
|
—
|
|
|
103,141
|
|
|
—
|
|
|
362,696
|
|
||||
Net loss attributable to EQT Corporation
|
$
|
(361,028
|
)
|
|
$
|
(39,693
|
)
|
|
$
|
(44,771
|
)
|
|
$
|
(1,607,881
|
)
|
|
|
|
|
|
|
|
|
||||||||
Amounts attributable to EQT Corporation:
|
|
|
|
|
|
|
|
||||||||
Loss from continuing operations
|
$
|
(361,028
|
)
|
|
$
|
(127,347
|
)
|
|
$
|
(44,771
|
)
|
|
$
|
(1,782,858
|
)
|
Income from discontinued operations, net of tax
|
—
|
|
|
87,654
|
|
|
—
|
|
|
174,977
|
|
||||
Net loss attributable to EQT Corporation
|
$
|
(361,028
|
)
|
|
$
|
(39,693
|
)
|
|
$
|
(44,771
|
)
|
|
$
|
(1,607,881
|
)
|
|
|
|
|
|
|
|
|
||||||||
Earnings per share of common stock attributable to EQT Corporation:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Basic:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Weighted average common stock outstanding
|
255,235
|
|
|
259,560
|
|
|
255,069
|
|
|
262,816
|
|
||||
Loss from continuing operations
|
$
|
(1.41
|
)
|
|
$
|
(0.49
|
)
|
|
$
|
(0.18
|
)
|
|
$
|
(6.79
|
)
|
Income from discontinued operations
|
—
|
|
|
0.34
|
|
|
—
|
|
|
0.67
|
|
||||
Net loss
|
$
|
(1.41
|
)
|
|
$
|
(0.15
|
)
|
|
$
|
(0.18
|
)
|
|
$
|
(6.12
|
)
|
Diluted:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Weighted average common stock outstanding
|
255,235
|
|
|
259,560
|
|
|
255,069
|
|
|
262,816
|
|
||||
Loss from continuing operations
|
$
|
(1.41
|
)
|
|
$
|
(0.49
|
)
|
|
$
|
(0.18
|
)
|
|
$
|
(6.79
|
)
|
Income from discontinued operations
|
—
|
|
|
0.34
|
|
|
—
|
|
|
0.67
|
|
||||
Net loss
|
$
|
(1.41
|
)
|
|
$
|
(0.15
|
)
|
|
$
|
(0.18
|
)
|
|
$
|
(6.12
|
)
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
|
(Thousands)
|
||||||||||||||
Net (loss) income
|
$
|
(361,028
|
)
|
|
$
|
63,448
|
|
|
$
|
(44,771
|
)
|
|
$
|
(1,245,185
|
)
|
|
|
|
|
|
|
|
|
||||||||
Other comprehensive (loss) income, net of tax:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net change in cash flow hedges:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Natural gas (a)
|
—
|
|
|
(430
|
)
|
|
—
|
|
|
(1,183
|
)
|
||||
Interest rate (b)
|
43
|
|
|
52
|
|
|
127
|
|
|
132
|
|
||||
Other post-retirement benefits liability adjustment (c)
|
77
|
|
|
86
|
|
|
229
|
|
|
258
|
|
||||
Change in accounting principle (d)
|
—
|
|
|
—
|
|
|
(496
|
)
|
|
—
|
|
||||
Other comprehensive income (loss)
|
120
|
|
|
(292
|
)
|
|
(140
|
)
|
|
(793
|
)
|
||||
Comprehensive (loss) income
|
(360,908
|
)
|
|
63,156
|
|
|
(44,911
|
)
|
|
(1,245,978
|
)
|
||||
Less: Comprehensive income from discontinued operations attributable to noncontrolling interests
|
—
|
|
|
103,141
|
|
|
—
|
|
|
362,696
|
|
||||
Comprehensive loss attributable to EQT Corporation
|
$
|
(360,908
|
)
|
|
$
|
(39,985
|
)
|
|
$
|
(44,911
|
)
|
|
$
|
(1,608,674
|
)
|
(a)
|
Net of tax benefit of $150 and $413 for the three and nine months ended September 30, 2018, respectively.
|
(b)
|
Net of tax expense of $10 for both the three months ended September 30, 2019 and 2018 and $30 and $54 for the nine months ended September 30, 2019 and 2018, respectively.
|
(c)
|
Net of tax expense of $26 and $29 for the three months ended September 30, 2019 and 2018, respectively, and $78 and $89 for the nine months ended September 30, 2019 and 2018, respectively.
|
(d)
|
Related to adoption of Accounting Standards Update (ASU) 2018-02. See Note 1 for additional information.
|
|
Nine Months Ended
September 30, |
||||||
|
2019
|
|
2018
|
||||
|
(Thousands)
|
||||||
Cash flows from operating activities:
|
|
||||||
Net loss
|
$
|
(44,771
|
)
|
|
$
|
(1,245,185
|
)
|
Adjustments to reconcile net loss to net cash provided by operating activities:
|
|
|
|
|
|
||
Deferred income tax benefit
|
(10,407
|
)
|
|
(502,853
|
)
|
||
Depreciation and depletion
|
1,154,519
|
|
|
1,290,876
|
|
||
Amortization of intangible assets
|
28,439
|
|
|
62,185
|
|
||
Asset and lease impairments
|
157,065
|
|
|
2,742,022
|
|
||
Unrealized loss on investment in Equitrans Midstream Corporation
|
276,779
|
|
|
—
|
|
||
Share-based compensation expense
|
29,453
|
|
|
23,137
|
|
||
Amortization, accretion and other
|
19,385
|
|
|
(33,492
|
)
|
||
Gain on derivatives not designated as hedges
|
(455,952
|
)
|
|
(5,620
|
)
|
||
Net cash settlements received (paid) on derivatives not designated as hedges
|
152,149
|
|
|
(27,401
|
)
|
||
Net premiums received on derivative instruments
|
22,512
|
|
|
—
|
|
||
Changes in other assets and liabilities:
|
|
|
|
|
|
||
Accounts receivable
|
508,306
|
|
|
(7,713
|
)
|
||
Accounts payable
|
(286,453
|
)
|
|
205,360
|
|
||
Other items, net
|
82,830
|
|
|
(55,926
|
)
|
||
Net cash provided by operating activities
|
1,633,854
|
|
|
2,445,390
|
|
||
Cash flows from investing activities:
|
|
|
|
|
|
||
Capital expenditures
|
(1,257,333
|
)
|
|
(2,225,671
|
)
|
||
Capital expenditures for discontinued operations (a)
|
—
|
|
|
(624,359
|
)
|
||
Proceeds from sale of assets
|
—
|
|
|
583,895
|
|
||
Capital contributions to Mountain Valley Pipeline, LLC (a)
|
—
|
|
|
(446,049
|
)
|
||
Other investing activities
|
1,123
|
|
|
(7,276
|
)
|
||
Net cash used in investing activities
|
(1,256,210
|
)
|
|
(2,719,460
|
)
|
||
Cash flows from financing activities:
|
|
|
|
|
|
||
Proceeds from borrowings on credit facility
|
2,261,250
|
|
|
3,695,500
|
|
||
Repayment of borrowings on credit facility
|
(2,900,250
|
)
|
|
(4,540,500
|
)
|
||
Proceeds from borrowings on term loan facility
|
1,000,000
|
|
|
—
|
|
||
Debt issuance costs for term loan facility
|
(913
|
)
|
|
—
|
|
||
Repayments and retirements of debt
|
(703,471
|
)
|
|
(7,999
|
)
|
||
Dividends paid
|
(22,985
|
)
|
|
(23,736
|
)
|
||
Proceeds from awards under employee compensation plans
|
—
|
|
|
1,946
|
|
||
Cash paid for taxes related to net settlement of share-based incentive awards
|
(7,220
|
)
|
|
(21,910
|
)
|
||
Repurchase and retirement of common stock
|
—
|
|
|
(538,876
|
)
|
||
Repurchase of common stock
|
—
|
|
|
(27
|
)
|
||
Distributions to noncontrolling interests (a)
|
—
|
|
|
(279,539
|
)
|
||
Increase in borrowings on credit facilities of discontinued operations (a)
|
—
|
|
|
2,524,000
|
|
||
Repayment of borrowings on credit facilities of discontinued operations (a)
|
—
|
|
|
(2,968,000
|
)
|
||
Proceeds from issuance of EQM Midstream Partners, LP debt (a)
|
—
|
|
|
2,500,000
|
|
||
Debt discount and issuance costs for EQM Midstream Partners, LP debt (a)
|
—
|
|
|
(34,249
|
)
|
||
Acquisition of 25% ownership interest in Strike Force Midstream LLC (a)
|
—
|
|
|
(175,000
|
)
|
||
Net cash (used in) provided by financing activities
|
(373,589
|
)
|
|
131,610
|
|
||
Net change in cash, cash equivalents and restricted cash
|
4,055
|
|
|
(142,460
|
)
|
||
Cash, cash equivalents and restricted cash at beginning of period
|
3,487
|
|
|
147,315
|
|
||
Cash and cash equivalents at end of period
|
$
|
7,542
|
|
|
$
|
4,855
|
|
Cash paid (received) during the period for:
|
|
|
|
|
|
||
Interest, net of amount capitalized
|
$
|
125,817
|
|
|
$
|
163,688
|
|
Income taxes, net
|
$
|
(1,480
|
)
|
|
$
|
193
|
|
Non-cash activity during the period for:
|
|
|
|
||||
Increase in right-of-use lease assets and lease liabilities
|
$
|
112,141
|
|
|
$
|
—
|
|
Increase in asset retirement costs and obligations
|
$
|
3,610
|
|
|
$
|
6,109
|
|
(a)
|
Related to discontinued operations. See Note 2.
|
|
September 30, 2019
|
|
December 31, 2018
|
||||
|
(Thousands)
|
||||||
ASSETS
|
|
|
|
|
|
||
Current assets:
|
|
|
|
|
|
||
Cash and cash equivalents
|
$
|
7,542
|
|
|
$
|
3,487
|
|
Accounts receivable (less provision for doubtful accounts of $6,179 and $8,648 at September 30, 2019 and December 31, 2018, respectively)
|
552,260
|
|
|
1,241,843
|
|
||
Derivative instruments, at fair value
|
771,634
|
|
|
481,654
|
|
||
Tax receivable
|
127,789
|
|
|
131,573
|
|
||
Prepaid expenses and other
|
35,995
|
|
|
111,107
|
|
||
Total current assets
|
1,495,220
|
|
|
1,969,664
|
|
||
|
|
|
|
||||
Property, plant and equipment
|
23,460,786
|
|
|
22,148,012
|
|
||
Less: accumulated depreciation and depletion
|
5,890,792
|
|
|
4,755,505
|
|
||
Net property, plant and equipment
|
17,569,994
|
|
|
17,392,507
|
|
||
|
|
|
|
||||
Intangible assets, net
|
33,483
|
|
|
77,333
|
|
||
Investment in Equitrans Midstream Corporation
|
736,223
|
|
|
1,013,002
|
|
||
Other assets
|
325,529
|
|
|
268,838
|
|
||
Total assets
|
$
|
20,160,449
|
|
|
$
|
20,721,344
|
|
|
|
|
|
||||
LIABILITIES AND SHAREHOLDERS' EQUITY
|
|
|
|
|
|
||
Current liabilities:
|
|
|
|
|
|
||
Current portion of debt
|
$
|
4,916
|
|
|
$
|
704,390
|
|
Accounts payable
|
755,102
|
|
|
1,059,873
|
|
||
Derivative instruments, at fair value
|
339,995
|
|
|
336,051
|
|
||
Other current liabilities
|
349,697
|
|
|
254,687
|
|
||
Total current liabilities
|
1,449,710
|
|
|
2,355,001
|
|
||
|
|
|
|
||||
Credit facility borrowings
|
161,000
|
|
|
800,000
|
|
||
Term loan borrowings
|
999,239
|
|
|
—
|
|
||
Senior Notes
|
3,887,907
|
|
|
3,882,932
|
|
||
Note payable to EQM Midstream Partners, LP
|
106,333
|
|
|
110,059
|
|
||
Deferred income taxes
|
1,809,650
|
|
|
1,823,381
|
|
||
Other liabilities
|
848,985
|
|
|
791,742
|
|
||
Total liabilities
|
9,262,824
|
|
|
9,763,115
|
|
||
|
|
|
|
||||
Shareholders' equity:
|
|
|
|
|
|
||
Common stock, no par value, authorized 320,000 shares, issued 257,003 and 257,225 shares at September 30, 2019 and December 31, 2018, respectively
|
7,818,683
|
|
|
7,828,554
|
|
||
Treasury stock, shares at cost of 1,833 and 2,753 at September 30, 2019 and
December 31, 2018, respectively |
(32,527
|
)
|
|
(49,194
|
)
|
||
Retained earnings
|
3,117,015
|
|
|
3,184,275
|
|
||
Accumulated other comprehensive loss
|
(5,546
|
)
|
|
(5,406
|
)
|
||
Total equity
|
10,897,625
|
|
|
10,958,229
|
|
||
Total liabilities and equity
|
$
|
20,160,449
|
|
|
$
|
20,721,344
|
|
|
Common Stock
|
|
|
|
|
|
Accumulated Other Comprehensive (Loss) Income
|
|
Noncontrolling Interests in Consolidated Subsidiaries
|
|
|
|||||||||||||||
|
Shares
|
|
No Par Value
|
|
Treasury Stock
|
|
Retained Earnings
|
|
|
|
Total Equity
|
|||||||||||||||
|
(Thousands, except per share or unit amounts)
|
|||||||||||||||||||||||||
Balance at July 1, 2018
|
264,331
|
|
|
$
|
9,316,209
|
|
|
$
|
(50,769
|
)
|
|
$
|
2,416,802
|
|
|
$
|
(2,959
|
)
|
|
$
|
5,023,336
|
|
|
$
|
16,702,619
|
|
Comprehensive income (net of tax):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Net (loss) income
|
|
|
|
|
|
|
|
|
(39,693
|
)
|
|
|
|
|
103,141
|
|
|
63,448
|
|
|||||||
Net change in cash flow hedges:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Natural gas (a)
|
|
|
|
|
|
|
|
|
(430
|
)
|
|
|
|
(430
|
)
|
|||||||||||
Interest rate (b)
|
|
|
|
|
|
|
|
|
52
|
|
|
|
|
52
|
|
|||||||||||
Other post-retirement benefits liability adjustment (c)
|
|
|
|
|
|
|
|
|
86
|
|
|
|
|
86
|
|
|||||||||||
Dividends (d)
|
|
|
|
|
|
|
|
|
(7,838
|
)
|
|
|
|
|
|
|
|
(7,838
|
)
|
|||||||
Share-based compensation plans
|
41
|
|
|
6,996
|
|
|
755
|
|
|
|
|
|
|
|
|
462
|
|
|
8,213
|
|
||||||
Distributions to noncontrolling interests (e)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(98,794
|
)
|
|
(98,794
|
)
|
|||||||
Repurchase and retirement of common stock
|
(9,946
|
)
|
|
(500,199
|
)
|
|
|
|
|
|
|
|
|
|
(500,199
|
)
|
||||||||||
Changes in ownership of consolidated subsidiaries
|
|
|
(138,837
|
)
|
|
|
|
|
|
|
|
189,072
|
|
|
50,235
|
|
||||||||||
Balance at September 30, 2018
|
254,426
|
|
|
$
|
8,684,169
|
|
|
$
|
(50,014
|
)
|
|
$
|
2,369,271
|
|
|
$
|
(3,251
|
)
|
|
$
|
5,217,217
|
|
|
$
|
16,217,392
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Balance at July 1, 2019
|
254,796
|
|
|
$
|
7,807,740
|
|
|
$
|
(39,310
|
)
|
|
$
|
3,485,711
|
|
|
$
|
(5,666
|
)
|
|
$
|
—
|
|
|
$
|
11,248,475
|
|
Comprehensive income (net of tax):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Net loss
|
|
|
|
|
|
|
|
|
(361,028
|
)
|
|
|
|
|
|
|
(361,028
|
)
|
||||||||
Net change in interest rate cash flow hedges (b)
|
|
|
|
|
|
|
|
|
43
|
|
|
|
|
43
|
|
|||||||||||
Other post-retirement benefit liability adjustment (c)
|
|
|
|
|
|
|
|
|
77
|
|
|
|
|
77
|
|
|||||||||||
Dividends (d)
|
|
|
|
|
|
|
|
|
(7,668
|
)
|
|
|
|
|
|
|
|
(7,668
|
)
|
|||||||
Share-based compensation plans
|
374
|
|
|
10,943
|
|
|
6,783
|
|
|
|
|
|
|
|
|
|
|
17,726
|
|
|||||||
Balance at September 30, 2019
|
255,170
|
|
|
$
|
7,818,683
|
|
|
$
|
(32,527
|
)
|
|
$
|
3,117,015
|
|
|
$
|
(5,546
|
)
|
|
$
|
—
|
|
|
$
|
10,897,625
|
|
(a)
|
Net of tax benefit of $150.
|
(b)
|
Net of tax expense of $10 for both the three months ended September 30, 2018 and 2019.
|
(c)
|
Net of tax expense of $29 and $26 for the three months ended September 30, 2018 and 2019, respectively.
|
(d)
|
Dividends were $0.03 per share for both the three months ended September 30, 2018 and 2019.
|
(e)
|
Distributions to noncontrolling interests from EQM Midstream Partners, LP (EQM) and EQGP Holdings, LP (EQGP) were $1.09 and $0.306 per common unit, respectively.
|
|
Common Stock
|
|
|
|
|
|
Accumulated Other Comprehensive (Loss) Income
|
|
Noncontrolling Interests in Consolidated Subsidiaries
|
|
|
|||||||||||||||
|
Shares
|
|
No Par Value
|
|
Treasury Stock
|
|
Retained Earnings
|
|
|
|
Total Equity
|
|||||||||||||||
|
(Thousands, except per share or unit amounts)
|
|||||||||||||||||||||||||
Balance at January 1, 2018
|
264,320
|
|
|
$
|
9,388,903
|
|
|
$
|
(63,602
|
)
|
|
$
|
3,996,775
|
|
|
$
|
(2,458
|
)
|
|
$
|
5,094,995
|
|
|
$
|
18,414,613
|
|
Comprehensive income (net of tax):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Net (loss) income
|
|
|
|
|
|
|
|
|
(1,607,881
|
)
|
|
|
|
|
362,696
|
|
|
(1,245,185
|
)
|
|||||||
Net change in cash flow hedges:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Natural gas (a)
|
|
|
|
|
|
|
|
|
(1,183
|
)
|
|
|
|
(1,183
|
)
|
|||||||||||
Interest rate (b)
|
|
|
|
|
|
|
|
|
132
|
|
|
|
|
132
|
|
|||||||||||
Other post-retirement benefits liability adjustment (c)
|
|
|
|
|
|
|
|
|
258
|
|
|
|
|
258
|
|
|||||||||||
Dividends (d)
|
|
|
|
|
|
|
|
|
(23,736
|
)
|
|
|
|
|
|
|
|
(23,736
|
)
|
|||||||
Share-based compensation plans
|
752
|
|
|
(9,116
|
)
|
|
13,588
|
|
|
|
|
|
|
|
|
953
|
|
|
5,425
|
|
||||||
Distributions to noncontrolling interests (e)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(279,539
|
)
|
|
(279,539
|
)
|
|||||||
Change in accounting principle
|
|
|
|
|
|
|
4,113
|
|
|
|
|
|
|
4,113
|
|
|||||||||||
Repurchase and retirement of common stock
|
(10,646
|
)
|
|
(538,876
|
)
|
|
|
|
|
|
|
|
|
|
(538,876
|
)
|
||||||||||
Acquisition of 25% ownership interest in Strike Force Midstream LLC
|
|
|
1,818
|
|
|
|
|
|
|
|
|
(176,818
|
)
|
|
(175,000
|
)
|
||||||||||
Changes in ownership of consolidated subsidiaries
|
|
|
(158,560
|
)
|
|
|
|
|
|
|
|
|
214,930
|
|
|
56,370
|
|
|||||||||
Balance at September 30, 2018
|
254,426
|
|
|
$
|
8,684,169
|
|
|
$
|
(50,014
|
)
|
|
$
|
2,369,271
|
|
|
$
|
(3,251
|
)
|
|
$
|
5,217,217
|
|
|
$
|
16,217,392
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Balance at January 1, 2019
|
254,472
|
|
|
$
|
7,828,554
|
|
|
$
|
(49,194
|
)
|
|
$
|
3,184,275
|
|
|
$
|
(5,406
|
)
|
|
$
|
—
|
|
|
$
|
10,958,229
|
|
Comprehensive income (net of tax):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Net loss
|
|
|
|
|
|
|
|
|
(44,771
|
)
|
|
|
|
|
|
|
(44,771
|
)
|
||||||||
Net change in interest rate cash flow hedges (b)
|
|
|
|
|
|
|
|
|
127
|
|
|
|
|
127
|
|
|||||||||||
Other post-retirement benefit liability adjustment (c)
|
|
|
|
|
|
|
|
|
229
|
|
|
|
|
229
|
|
|||||||||||
Dividends (d)
|
|
|
|
|
|
|
|
|
(22,985
|
)
|
|
|
|
|
|
|
|
(22,985
|
)
|
|||||||
Share-based compensation plans
|
920
|
|
|
4,599
|
|
|
16,667
|
|
|
|
|
|
|
|
|
|
|
21,266
|
|
|||||||
Change in accounting principle (f)
|
|
|
|
|
|
|
496
|
|
|
(496
|
)
|
|
|
|
—
|
|
||||||||||
Other
|
(222
|
)
|
|
(14,470
|
)
|
|
|
|
|
|
|
|
|
|
(14,470
|
)
|
||||||||||
Balance at September 30, 2019
|
255,170
|
|
|
$
|
7,818,683
|
|
|
$
|
(32,527
|
)
|
|
$
|
3,117,015
|
|
|
$
|
(5,546
|
)
|
|
$
|
—
|
|
|
$
|
10,897,625
|
|
(a)
|
Net of tax benefit of $413.
|
(b)
|
Net of tax expense of $54 and $30 for the nine months ended September 30, 2018 and 2019, respectively.
|
(c)
|
Net of tax expense of $89 and $78 for the nine months ended September 30, 2018 and 2019, respectively.
|
(d)
|
Dividends were $0.09 per share for both the nine months ended September 30, 2018 and 2019.
|
(e)
|
Distributions to noncontrolling interests were $3.18, $0.808 and $0.5966 per common unit from EQM, EQGP and Rice Midstream Partners LP (RMP), respectively.
|
(f)
|
Related to adoption of ASU 2018-02. See Note 1 for additional information.
|
|
|
Three Months Ended
September 30, 2018 |
|
Nine Months Ended
September 30, 2018 |
||||
|
|
(Thousands)
|
||||||
Operating revenues
|
|
$
|
108,824
|
|
|
$
|
334,394
|
|
Transportation and processing
|
|
(234,340
|
)
|
|
(688,876
|
)
|
||
Operation and maintenance
|
|
29,909
|
|
|
82,458
|
|
||
Selling, general and administrative
|
|
13,584
|
|
|
41,238
|
|
||
Depreciation
|
|
47,295
|
|
|
138,458
|
|
||
Transaction costs
|
|
22,714
|
|
|
69,246
|
|
||
Amortization of intangible assets
|
|
10,387
|
|
|
31,160
|
|
||
Other income
|
|
17,432
|
|
|
39,029
|
|
||
Interest expense
|
|
36,862
|
|
|
68,848
|
|
||
Income from discontinued operations before income taxes
|
|
199,845
|
|
|
630,891
|
|
||
Income tax expense
|
|
9,050
|
|
|
93,218
|
|
||
Income from discontinued operations after income taxes
|
|
190,795
|
|
|
537,673
|
|
||
Less: Net income from discontinued operations attributable to noncontrolling interests
|
|
103,141
|
|
|
362,696
|
|
||
Net income from discontinued operations
|
|
$
|
87,654
|
|
|
$
|
174,977
|
|
|
|
Nine Months Ended
September 30, 2018 |
||
|
|
(Thousands)
|
||
Operating activities:
|
|
|
||
Deferred income tax benefit
|
|
$
|
(124,331
|
)
|
Depreciation
|
|
138,458
|
|
|
Amortization of intangibles
|
|
31,160
|
|
|
Other income
|
|
(39,029
|
)
|
|
Share-based compensation expense
|
|
1,293
|
|
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
|
|
(Thousands)
|
||||||||||||||
Revenues from contracts with customers:
|
|
|
|
|
|
|
|
|
||||||||
Natural gas sales
|
|
$
|
726,076
|
|
|
$
|
931,976
|
|
|
$
|
2,763,792
|
|
|
$
|
2,877,660
|
|
NGLs sales
|
|
34,880
|
|
|
106,621
|
|
|
151,004
|
|
|
357,746
|
|
||||
Oil sales
|
|
8,671
|
|
|
8,392
|
|
|
26,971
|
|
|
29,322
|
|
||||
Net marketing services and other
|
|
—
|
|
|
2,605
|
|
|
—
|
|
|
14,273
|
|
||||
Total revenues from contracts with customers
|
|
769,627
|
|
|
1,049,594
|
|
|
2,941,767
|
|
|
3,279,001
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Other sources of revenue:
|
|
|
|
|
|
|
|
|
||||||||
Net marketing services and other
|
|
1,636
|
|
|
3,527
|
|
|
7,282
|
|
|
28,109
|
|
||||
Gain (loss) on derivatives not designated as hedges
|
|
180,313
|
|
|
(3,075
|
)
|
|
455,952
|
|
|
5,620
|
|
||||
Total operating revenues
|
|
$
|
951,576
|
|
|
$
|
1,050,046
|
|
|
$
|
3,405,001
|
|
|
$
|
3,312,730
|
|
|
2019 (a)
|
|
2020
|
|
2021
|
|
Total
|
||||||||
|
(Thousands)
|
||||||||||||||
Natural gas sales
|
$
|
22,001
|
|
|
$
|
56,269
|
|
|
$
|
14,731
|
|
|
$
|
93,001
|
|
(a)
|
October 1 through December 31.
|
|
|
Gross derivative instruments, recorded in the Condensed Consolidated Balance Sheets
|
|
Derivative instruments subject to master netting agreements
|
|
Margin deposits remitted to counterparties
|
|
Derivative instruments, net
|
||||||||
|
|
(Thousands)
|
||||||||||||||
As of September 30, 2019
|
|
|
|
|
|
|
|
|
||||||||
Asset derivative instruments, at fair value
|
|
$
|
771,634
|
|
|
$
|
(288,898
|
)
|
|
$
|
—
|
|
|
$
|
482,736
|
|
Liability derivative instruments, at fair value
|
|
$
|
339,995
|
|
|
$
|
(288,898
|
)
|
|
$
|
(23,372
|
)
|
|
$
|
27,725
|
|
|
|
|
|
|
|
|
|
|
||||||||
As of December 31, 2018
|
|
|
|
|
|
|
|
|
||||||||
Asset derivative instruments, at fair value
|
|
$
|
481,654
|
|
|
$
|
(256,087
|
)
|
|
$
|
—
|
|
|
$
|
225,567
|
|
Liability derivative instruments, at fair value
|
|
$
|
336,051
|
|
|
$
|
(256,087
|
)
|
|
$
|
(40,283
|
)
|
|
$
|
39,681
|
|
|
|
Gross derivative instruments, recorded in the Condensed Consolidated Balance Sheets
|
|
Fair value measurements at reporting date using:
|
||||||||||||
|
|
|
Quoted prices in active markets for identical assets
(Level 1)
|
|
Significant other observable inputs
(Level 2)
|
|
Significant unobservable inputs
(Level 3)
|
|||||||||
|
|
(Thousands)
|
||||||||||||||
As of September 30, 2019
|
|
|
|
|
|
|
|
|
||||||||
Asset derivative instruments, at fair value
|
|
$
|
771,634
|
|
|
$
|
140,855
|
|
|
$
|
630,779
|
|
|
$
|
—
|
|
Liability derivative instruments, at fair value
|
|
$
|
339,995
|
|
|
$
|
107,490
|
|
|
$
|
232,505
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
||||||||
As of December 31, 2018
|
|
|
|
|
|
|
|
|
||||||||
Asset derivative instruments, at fair value
|
|
$
|
481,654
|
|
|
$
|
112,107
|
|
|
$
|
369,547
|
|
|
$
|
—
|
|
Liability derivative instruments, at fair value
|
|
$
|
336,051
|
|
|
$
|
126,582
|
|
|
$
|
209,469
|
|
|
$
|
—
|
|
|
Natural gas cash
flow hedges, net of tax
|
|
Interest rate cash flow
hedges, net of tax
|
|
Other post-retirement
benefit liability adjustment, net of tax
|
|
Accumulated
OCI (loss), net of tax
|
||||||||
|
(Thousands)
|
||||||||||||||
As of July 1, 2019
|
$
|
—
|
|
|
$
|
(303
|
)
|
|
$
|
(5,363
|
)
|
|
$
|
(5,666
|
)
|
Losses reclassified from accumulated OCI, net of tax
|
—
|
|
|
43
|
|
(a)
|
77
|
|
(b)
|
120
|
|
||||
As of September 30, 2019
|
$
|
—
|
|
|
$
|
(260
|
)
|
|
$
|
(5,286
|
)
|
|
$
|
(5,546
|
)
|
|
|
|
|
|
|
|
|
||||||||
As of July 1, 2018
|
$
|
3,872
|
|
|
$
|
(475
|
)
|
|
$
|
(6,356
|
)
|
|
$
|
(2,959
|
)
|
(Gains) losses reclassified from accumulated OCI, net of tax
|
(430
|
)
|
(a)
|
52
|
|
(a)
|
86
|
|
(b)
|
(292
|
)
|
||||
As of September 30, 2018
|
$
|
3,442
|
|
|
$
|
(423
|
)
|
|
$
|
(6,270
|
)
|
|
$
|
(3,251
|
)
|
|
|
|
|
|
|
|
|
||||||||
As of January 1, 2019
|
$
|
—
|
|
|
$
|
(387
|
)
|
|
$
|
(5,019
|
)
|
|
$
|
(5,406
|
)
|
Losses reclassified from accumulated OCI, net of tax
|
—
|
|
|
127
|
|
(a)
|
229
|
|
(b)
|
356
|
|
||||
Change in accounting principle
|
—
|
|
|
—
|
|
|
(496
|
)
|
(c)
|
(496
|
)
|
||||
As of September 30, 2019
|
$
|
—
|
|
|
$
|
(260
|
)
|
|
$
|
(5,286
|
)
|
|
$
|
(5,546
|
)
|
|
|
|
|
|
|
|
|
||||||||
As of January 1, 2018
|
$
|
4,625
|
|
|
$
|
(555
|
)
|
|
$
|
(6,528
|
)
|
|
$
|
(2,458
|
)
|
(Gains) losses reclassified from accumulated OCI, net of tax
|
(1,183
|
)
|
(a)
|
132
|
|
(a)
|
258
|
|
(b)
|
(793
|
)
|
||||
As of September 30, 2018
|
$
|
3,442
|
|
|
$
|
(423
|
)
|
|
$
|
(6,270
|
)
|
|
$
|
(3,251
|
)
|
(a)
|
(Gains) losses reclassified from accumulated OCI, net of tax related to natural gas cash flow hedges were reclassified into operating revenues. Losses from accumulated OCI, net of tax related to interest rate cash flow hedges were reclassified into interest expense.
|
(b)
|
Accumulated OCI reclassification is attributable to the net actuarial loss and net prior service cost related to the Company's defined benefit pension plans and other post-retirement benefit plans. See Note 1 to the Consolidated Financial Statements in the Company's Annual Report on Form 10-K for the year ended December 31, 2018 for additional information.
|
(c)
|
Related to adoption of ASU 2018-02. See Note 1 for additional information.
|
|
|
Three Months Ended
September 30, 2019 |
|
Nine Months Ended
September 30, 2019 |
||||
|
|
(Thousands)
|
||||||
Operating lease costs
|
|
$
|
13,067
|
|
|
$
|
50,764
|
|
Variable lease costs (a)
|
|
4,182
|
|
|
14,451
|
|
||
Total lease costs (b)
|
|
$
|
17,249
|
|
|
$
|
65,215
|
|
(a)
|
Includes short-term lease costs.
|
(b)
|
Includes costs capitalized to property, plant and equipment on the Condensed Consolidated Balance Sheet of $12.0 million and $51.4 million for the three and nine months ended September 30, 2019, respectively, related primarily to drilling rig leases. Of the capitalized costs, $10.9 million and $43.6 million for the three and nine months ended September 30, 2019, respectively, are operating lease costs.
|
|
As of September 30, 2019
|
||
|
(Thousands)
|
||
2019 (October – December)
|
$
|
9,338
|
|
2020
|
29,598
|
|
|
2021
|
9,186
|
|
|
2022
|
8,499
|
|
|
2023
|
8,417
|
|
|
2024+
|
6,013
|
|
|
Total lease payments
|
71,051
|
|
|
Less: Interest
|
4,128
|
|
|
Present value of lease liabilities
|
$
|
66,923
|
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
|
(Thousands, unless noted otherwise)
|
||||||||||||||
NATURAL GAS
|
|
|
|
|
|
|
|
||||||||
Sales volume (MMcf)
|
363,034
|
|
|
350,297
|
|
|
1,077,962
|
|
|
1,013,836
|
|
||||
NYMEX price ($/MMBtu) (a)
|
$
|
2.23
|
|
|
$
|
2.90
|
|
|
$
|
2.67
|
|
|
$
|
2.89
|
|
Btu uplift
|
0.11
|
|
|
0.17
|
|
|
0.13
|
|
|
0.19
|
|
||||
Natural gas price ($/Mcf)
|
$
|
2.34
|
|
|
$
|
3.07
|
|
|
$
|
2.80
|
|
|
$
|
3.08
|
|
|
|
|
|
|
|
|
|
||||||||
Basis ($/Mcf) (b)
|
$
|
(0.35
|
)
|
|
$
|
(0.41
|
)
|
|
$
|
(0.23
|
)
|
|
$
|
(0.24
|
)
|
Cash settled basis swaps (not designated as hedges) ($/Mcf)
|
0.02
|
|
|
(0.06
|
)
|
|
(0.05
|
)
|
|
(0.07
|
)
|
||||
Average differential, including cash settled basis swaps ($/Mcf)
|
$
|
(0.33
|
)
|
|
$
|
(0.47
|
)
|
|
$
|
(0.28
|
)
|
|
$
|
(0.31
|
)
|
|
|
|
|
|
|
|
|
||||||||
Average adjusted price ($/Mcf)
|
$
|
2.01
|
|
|
$
|
2.60
|
|
|
$
|
2.52
|
|
|
$
|
2.77
|
|
Cash settled derivatives (not designated as hedges) ($/Mcf)
|
0.44
|
|
|
0.03
|
|
|
0.19
|
|
|
0.05
|
|
||||
Average natural gas price, including cash settled derivatives ($/Mcf)
|
$
|
2.45
|
|
|
$
|
2.63
|
|
|
$
|
2.71
|
|
|
$
|
2.82
|
|
|
|
|
|
|
|
|
|
||||||||
Natural gas sales, including cash settled derivatives
|
$
|
891,249
|
|
|
$
|
922,974
|
|
|
$
|
2,916,891
|
|
|
$
|
2,862,582
|
|
|
|
|
|
|
|
|
|
||||||||
LIQUIDS
|
|
|
|
|
|
|
|
||||||||
Natural gas liquids (NGLs) (excluding ethane):
|
|
|
|
|
|
|
|
||||||||
Sales volume (MMcfe) (c)
|
10,609
|
|
|
13,964
|
|
|
34,359
|
|
|
51,299
|
|
||||
Sales volume (Mbbls)
|
1,768
|
|
|
2,328
|
|
|
5,726
|
|
|
8,550
|
|
||||
Price ($/Bbl)
|
$
|
16.85
|
|
|
$
|
40.73
|
|
|
$
|
23.00
|
|
|
$
|
37.97
|
|
Cash settled derivatives (not designated as hedges) ($/Bbl)
|
3.89
|
|
|
(2.28
|
)
|
|
2.74
|
|
|
(1.39
|
)
|
||||
Average NGLs price, including cash settled derivatives ($/Bbl)
|
$
|
20.74
|
|
|
$
|
38.45
|
|
|
$
|
25.74
|
|
|
$
|
36.58
|
|
NGLs sales
|
$
|
36,668
|
|
|
$
|
89,498
|
|
|
$
|
147,392
|
|
|
$
|
312,768
|
|
Ethane:
|
|
|
|
|
|
|
|
||||||||
Sales volume (MMcfe) (c)
|
5,846
|
|
|
9,002
|
|
|
18,239
|
|
|
25,413
|
|
||||
Sales volume (Mbbls)
|
974
|
|
|
1,501
|
|
|
3,040
|
|
|
4,236
|
|
||||
Price ($/Bbl)
|
$
|
5.22
|
|
|
$
|
7.88
|
|
|
$
|
6.34
|
|
|
$
|
7.82
|
|
Ethane sales
|
$
|
5,083
|
|
|
$
|
11,822
|
|
|
$
|
19,273
|
|
|
$
|
33,108
|
|
Oil:
|
|
|
|
|
|
|
|
||||||||
Sales volume (MMcfe) (c)
|
1,334
|
|
|
974
|
|
|
3,847
|
|
|
3,234
|
|
||||
Sales volume (Mbbls)
|
222
|
|
|
162
|
|
|
641
|
|
|
539
|
|
||||
Price ($/Bbl)
|
$
|
39.01
|
|
|
$
|
51.73
|
|
|
$
|
42.07
|
|
|
$
|
54.41
|
|
Oil sales
|
$
|
8,671
|
|
|
$
|
8,392
|
|
|
$
|
26,971
|
|
|
$
|
29,322
|
|
|
|
|
|
|
|
|
|
||||||||
Total liquids sales volume (MMcfe) (c)
|
17,789
|
|
|
23,940
|
|
|
56,445
|
|
|
79,946
|
|
||||
Total liquids sales volume (Mbbls)
|
2,964
|
|
|
3,991
|
|
|
9,407
|
|
|
13,325
|
|
||||
Liquids sales
|
$
|
50,422
|
|
|
$
|
109,712
|
|
|
$
|
193,636
|
|
|
$
|
375,198
|
|
|
|
|
|
|
|
|
|
||||||||
TOTAL
|
|
|
|
|
|
|
|
||||||||
Total natural gas & liquids sales, including cash settled derivatives (d)
|
$
|
941,671
|
|
|
$
|
1,032,686
|
|
|
$
|
3,110,527
|
|
|
$
|
3,237,780
|
|
Total sales volume (MMcfe)
|
380,823
|
|
|
374,237
|
|
|
1,134,407
|
|
|
1,093,782
|
|
||||
Average realized price ($/Mcfe)
|
$
|
2.47
|
|
|
$
|
2.76
|
|
|
$
|
2.74
|
|
|
$
|
2.96
|
|
(a)
|
The Company's volume weighted New York Mercantile Exchange (NYMEX) natural gas price (actual average NYMEX natural gas price ($/MMBtu)) was $2.23 and $2.90 for the three months ended September 30, 2019 and 2018, respectively, and $2.67 and $2.90 for the nine months ended September 30, 2019 and 2018, respectively.
|
(b)
|
Basis represents the difference between the ultimate sales price for natural gas and the NYMEX natural gas price.
|
(c)
|
NGLs, ethane and crude oil were converted to Mcfe at the rate of six Mcfe per barrel for all periods.
|
(d)
|
Also referred to in this report as adjusted operating revenues, a non-GAAP supplemental financial measure.
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
|
(Thousands, unless noted otherwise)
|
||||||||||||||
Total operating revenues
|
$
|
951,576
|
|
|
$
|
1,050,046
|
|
|
$
|
3,405,001
|
|
|
$
|
3,312,730
|
|
Add back (deduct):
|
|
|
|
|
|
|
|
||||||||
(Gain) loss on derivatives not designated as hedges
|
(180,313
|
)
|
|
3,075
|
|
|
(455,952
|
)
|
|
(5,620
|
)
|
||||
Net cash settlements received (paid) on derivatives not designated as hedges
|
162,639
|
|
|
(14,285
|
)
|
|
152,149
|
|
|
(27,401
|
)
|
||||
Premiums received (paid) for derivatives that settled during the period
|
9,405
|
|
|
(18
|
)
|
|
16,611
|
|
|
453
|
|
||||
Net marketing services and other
|
(1,636
|
)
|
|
(6,132
|
)
|
|
(7,282
|
)
|
|
(42,382
|
)
|
||||
Adjusted operating revenues, a non-GAAP financial measure
|
$
|
941,671
|
|
|
$
|
1,032,686
|
|
|
$
|
3,110,527
|
|
|
$
|
3,237,780
|
|
Total sales volumes (MMcfe)
|
380,823
|
|
|
374,237
|
|
|
1,134,407
|
|
|
1,093,782
|
|
||||
Average realized price ($/Mcfe)
|
$
|
2.47
|
|
|
$
|
2.76
|
|
|
$
|
2.74
|
|
|
$
|
2.96
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||||||||
|
2019
|
|
2018
|
|
%
|
|
2019
|
|
2018
|
|
%
|
||||||||||
Sales volume detail (MMcfe):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Marcellus (a)
|
314,915
|
|
|
316,740
|
|
|
(0.6
|
)
|
|
960,588
|
|
|
899,642
|
|
|
6.8
|
|
||||
Ohio Utica
|
64,581
|
|
|
52,400
|
|
|
23.2
|
|
|
169,501
|
|
|
147,706
|
|
|
14.8
|
|
||||
Other
|
1,327
|
|
|
5,097
|
|
|
(74.0
|
)
|
|
4,318
|
|
|
46,434
|
|
|
(90.7
|
)
|
||||
Total sales volumes (b)
|
380,823
|
|
|
374,237
|
|
|
1.8
|
|
|
1,134,407
|
|
|
1,093,782
|
|
|
3.7
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Average daily sales volumes (MMcfe/d)
|
4,139
|
|
|
4,068
|
|
|
1.7
|
|
|
4,155
|
|
|
4,007
|
|
|
3.7
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Operating revenues (thousands):
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Sales of natural gas, oil and NGLs
|
$
|
769,627
|
|
|
$
|
1,046,989
|
|
|
(26.5
|
)
|
|
$
|
2,941,767
|
|
|
$
|
3,264,728
|
|
|
(9.9
|
)
|
Gain (loss) on derivatives not designated as hedges
|
180,313
|
|
|
(3,075
|
)
|
|
(5,963.8
|
)
|
|
455,952
|
|
|
5,620
|
|
|
8,013.0
|
|
||||
Net marketing services and other
|
1,636
|
|
|
6,132
|
|
|
(73.3
|
)
|
|
7,282
|
|
|
42,382
|
|
|
(82.8
|
)
|
||||
Total operating revenues
|
$
|
951,576
|
|
|
$
|
1,050,046
|
|
|
(9.4
|
)
|
|
$
|
3,405,001
|
|
|
$
|
3,312,730
|
|
|
2.8
|
|
(a)
|
Includes Upper Devonian wells.
|
(b)
|
NGLs, ethane and crude oil were converted to Mcfe at the rate of six Mcfe per barrel for all periods.
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||||||||
|
2019
|
|
2018
|
|
%
|
|
2019
|
|
2018
|
|
%
|
||||||||||
|
(Thousands, except per unit amounts)
|
||||||||||||||||||||
Per Unit ($/Mcfe)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Gathering
|
$
|
0.55
|
|
|
$
|
0.53
|
|
|
3.8
|
|
|
$
|
0.55
|
|
|
$
|
0.54
|
|
|
1.9
|
|
Transmission
|
0.52
|
|
|
0.49
|
|
|
6.1
|
|
|
0.52
|
|
|
0.50
|
|
|
4.0
|
|
||||
Processing
|
0.08
|
|
|
0.10
|
|
|
(20.0
|
)
|
|
0.08
|
|
|
0.12
|
|
|
(33.3
|
)
|
||||
Lease operating expenses (LOE), excluding production taxes
|
0.06
|
|
|
0.06
|
|
|
—
|
|
|
0.06
|
|
|
0.08
|
|
|
(25.0
|
)
|
||||
Production taxes
|
0.04
|
|
|
0.06
|
|
|
(33.3
|
)
|
|
0.05
|
|
|
0.06
|
|
|
(16.7
|
)
|
||||
Exploration
|
0.01
|
|
|
0.01
|
|
|
—
|
|
|
0.01
|
|
|
0.01
|
|
|
—
|
|
||||
Selling, general and administrative
|
0.21
|
|
|
0.14
|
|
|
50.0
|
|
|
0.19
|
|
|
0.14
|
|
|
35.7
|
|
||||
Production depletion
|
1.02
|
|
|
1.03
|
|
|
(1.0
|
)
|
|
1.01
|
|
|
1.03
|
|
|
(1.9
|
)
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Gathering
|
$
|
210,631
|
|
|
$
|
199,475
|
|
|
5.6
|
|
|
$
|
629,359
|
|
|
$
|
587,844
|
|
|
7.1
|
|
Transmission
|
197,005
|
|
|
182,932
|
|
|
7.7
|
|
|
589,433
|
|
|
548,106
|
|
|
7.5
|
|
||||
Processing
|
30,306
|
|
|
38,340
|
|
|
(21.0
|
)
|
|
95,380
|
|
|
129,523
|
|
|
(26.4
|
)
|
||||
LOE, excluding production taxes
|
22,355
|
|
|
21,480
|
|
|
4.1
|
|
|
62,582
|
|
|
83,069
|
|
|
(24.7
|
)
|
||||
Production taxes
|
15,466
|
|
|
21,254
|
|
|
(27.2
|
)
|
|
54,963
|
|
|
66,162
|
|
|
(16.9
|
)
|
||||
Exploration
|
3,492
|
|
|
3,596
|
|
|
(2.9
|
)
|
|
6,356
|
|
|
6,474
|
|
|
(1.8
|
)
|
||||
Selling, general and administrative
|
79,376
|
|
|
51,816
|
|
|
53.2
|
|
|
214,562
|
|
|
154,590
|
|
|
38.8
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Depreciation and depletion:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Production depletion
|
$
|
387,404
|
|
|
$
|
384,904
|
|
|
0.6
|
|
|
$
|
1,143,552
|
|
|
$
|
1,128,248
|
|
|
1.4
|
|
Other depreciation and depletion
|
3,589
|
|
|
3,112
|
|
|
15.3
|
|
|
10,967
|
|
|
24,170
|
|
|
(54.6
|
)
|
||||
Total depreciation and depletion
|
$
|
390,993
|
|
|
$
|
388,016
|
|
|
0.8
|
|
|
$
|
1,154,519
|
|
|
$
|
1,152,418
|
|
|
0.2
|
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
|
(Millions)
|
||||||||||||||
Reserve development
|
$
|
380
|
|
|
$
|
731
|
|
|
$
|
1,155
|
|
|
$
|
1,824
|
|
Land and lease
|
49
|
|
|
61
|
|
|
144
|
|
|
164
|
|
||||
Capitalized overhead
|
18
|
|
|
36
|
|
|
59
|
|
|
101
|
|
||||
Capitalized interest
|
6
|
|
|
7
|
|
|
19
|
|
|
23
|
|
||||
Other production infrastructure
|
17
|
|
|
13
|
|
|
28
|
|
|
39
|
|
||||
Property acquisitions
|
2
|
|
|
5
|
|
|
8
|
|
|
24
|
|
||||
Other corporate items
|
3
|
|
|
2
|
|
|
4
|
|
|
6
|
|
||||
Total capital expenditures from continuing operations
|
475
|
|
|
855
|
|
|
1,417
|
|
|
2,181
|
|
||||
Midstream infrastructure (a)
|
—
|
|
|
241
|
|
|
—
|
|
|
624
|
|
||||
Total capital expenditures
|
475
|
|
|
1,096
|
|
|
1,417
|
|
|
2,805
|
|
||||
Add (deduct) non-cash items (b)
|
16
|
|
|
61
|
|
|
(160
|
)
|
|
45
|
|
||||
Total cash capital expenditures
|
$
|
491
|
|
|
$
|
1,157
|
|
|
$
|
1,257
|
|
|
$
|
2,850
|
|
(a)
|
Capital expenditures related to midstream infrastructure are presented as discontinued operations as described in Note 2 to the Condensed Consolidated Financial Statements.
|
(b)
|
Represents the net impact of non-cash capital expenditures including capitalized share-based compensation costs and the effect of timing of receivables from working interest partners and accrued capital expenditures.
|
Rating Service
|
|
Credit Rating
|
|
Outlook
|
Moody's
|
|
Baa3
|
|
Negative
|
S&P
|
|
BBB-
|
|
Negative
|
Fitch Ratings Service (Fitch)
|
|
BBB-
|
|
Negative
|
|
|
2019 (a)
|
|
2020
|
|
2021
|
|
2022
|
|
2023
|
||||||||||
Swaps
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Volume (MMDth)
|
|
272
|
|
|
1,096
|
|
|
166
|
|
|
3
|
|
|
2
|
|
|||||
Average Price ($/Dth)
|
|
$
|
2.80
|
|
|
$
|
2.75
|
|
|
$
|
2.42
|
|
|
$
|
2.72
|
|
|
$
|
2.67
|
|
Calls - Net Short
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Volume (MMDth)
|
|
61
|
|
|
392
|
|
|
209
|
|
|
157
|
|
|
77
|
|
|||||
Average Short Strike Price ($/Dth)
|
|
$
|
3.02
|
|
|
$
|
2.99
|
|
|
$
|
2.82
|
|
|
$
|
2.79
|
|
|
$
|
2.96
|
|
Puts - Net Long
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Volume (MMDth)
|
|
8
|
|
|
154
|
|
|
157
|
|
|
135
|
|
|
69
|
|
|||||
Average Long Strike Price ($/Dth)
|
|
$
|
2.67
|
|
|
$
|
2.38
|
|
|
$
|
2.38
|
|
|
$
|
2.35
|
|
|
$
|
2.40
|
|
Fixed Price Sales (b)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Volume (MMDth)
|
|
27
|
|
|
14
|
|
|
7
|
|
|
—
|
|
|
—
|
|
|||||
Average Price ($/Dth)
|
|
$
|
2.81
|
|
|
$
|
2.78
|
|
|
$
|
2.57
|
|
|
$
|
—
|
|
|
$
|
—
|
|
(a)
|
October 1 through December 31.
|
(b)
|
The difference between the fixed price and NYMEX price is included in average differential on the Company's price reconciliation under "Average Realized Price Reconciliation." The fixed price natural gas sales agreements can be physically or financially settled.
|
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
|
|
Approximate dollar value of shares that may yet be purchased under plans or programs
|
|||||
July 1 – July 31, 2019
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
August 1 – August 31, 2019
|
|
59,977
|
|
|
$
|
15.83
|
|
|
—
|
|
|
—
|
|
September 1 – September 30, 2019
|
|
103,909
|
|
|
12.27
|
|
|
—
|
|
|
—
|
|
|
Total
|
|
163,886
|
|
|
$
|
13.57
|
|
|
—
|
|
|
—
|
|
(a)
|
Reflects the number of shares withheld by the Company to pay taxes upon vesting of restricted stock.
|
Exhibit No.
|
|
Document Description
|
|
Method of Filing
|
|
|
|
EQT Corporation 2019 Supplemental Short-Term Incentive Plan
|
|
Filed herewith as Exhibit 10.01
|
|
|
|
Agreement and Release, dated as of August 22, 2019, by and between EQT Corporation and Gary E. Gould
|
|
Filed herewith as Exhibit 10.02
|
|
|
|
Agreement and Release, dated as of September 9, 2019, by and between EQT Corporation and Jimmi Sue Smith
|
|
Filed herewith as Exhibit 10.03
|
|
|
|
Letter Agreement, effective October 1, 2019, by and between EQT Corporation and Robert J. McNally
|
|
Incorporated by reference to Exhibit 10.1 to Form 8-K (#001-3551) filed on October 2, 2019
|
|
|
|
Letter Agreement, effective October 1, 2019, by and between EQT Corporation and David L. Porges
|
|
Incorporated by reference to Exhibit 10.2 to Form 8-K (#001-3551) filed on October 2, 2019
|
|
|
|
Letter Agreement, effective October 1, 2019, by and between EQT Corporation and David E. Schlosser, Jr.
|
|
Incorporated by reference to Exhibit 10.3 to Form 8-K (#001-3551) filed on October 2, 2019
|
|
|
|
Letter Agreement, effective October 1, 2019, by and between EQT Corporation and Jimmi Sue Smith
|
|
Incorporated by reference to Exhibit 10.4 to Form 8-K (#001-3551) filed on October 2, 2019
|
|
|
|
Amendment No. 2, dated October 7, 2019, to the Second Amended and Restated Confidentiality, Non-Solicitation and Non-Competition Agreement, by and between EQT Corporation and Donald M. Jenkins
|
|
Incorporated by reference to Exhibit 10.1 to Form 8-K (#001-3551) filed on October 7, 2019
|
|
|
|
Offer Letter, dated October 14, 2019, by and between EQT Corporation and Todd James
|
|
Incorporated by reference to Exhibit 10.1 to Form 8-K (#001-3551) filed on October 17, 2019
|
|
|
|
Rule 13(a)-14(a) Certification of Principal Executive Officer
|
|
Filed herewith as Exhibit 31.01
|
|
|
|
Rule 13(a)-14(a) Certification of Principal Financial Officer
|
|
Filed herewith as Exhibit 31.02
|
|
|
|
Section 1350 Certification of Principal Executive Officer and Principal Financial Officer
|
|
Furnished herewith as Exhibit 32
|
|
101
|
|
|
Interactive Data File
|
|
Filed herewith as Exhibit 101
|
|
|
EQT CORPORATION
|
|
|
(Registrant)
|
|
|
|
|
|
|
|
By:
|
/s/ Kyle Derham
|
|
|
Kyle Derham
|
|
|
Interim Chief Financial Officer
|
(a)
|
Earnings before Interest, Income Taxes, Depreciation and Amortization (“EBITDA”). Subject to Section 6(e) below, EBITDA is calculated as follows:
|
(b)
|
Earnings before Interest, Income Taxes, Depreciation, Amortization and Exploration Expense (“EBITDAX”). Subject to Section 6(e) below, EBITDAX is calculated as follows:
|
(c)
|
Free Cash Flow. Free Cash Flow is calculated as follows:
|
(d)
|
Days Away Restricted or Transferred. Days Away Restricted or Transferred is calculated as follows:
|
(e)
|
Notices of Violation Rate. Notices of Violation Rate is calculated as follows:
|
(f)
|
Peer Group. The Committee may establish a peer group (“Peer Group”) for purposes of applying any peer comparative to performance measures used in the Plan. Any changes to the Peer Group must be approved by the Committee.
|
(g)
|
Acquisitions/Dispositions. The calculations set forth in Sections 6(a), 6(b) and 6(c) shall be adjusted to exclude all direct and indirect impacts of acquisitions and/or dispositions during the year in which the total consideration paid, received or assumed is in excess of $100 million to the extent not contemplated by the 2019 business plan. Such calculations may also be adjusted, in the discretion of the Committee, to exclude the impact of acquisitions and/or dispositions in which the total consideration paid, received or assumed is in excess of $50 million and less than or equal to $100 million.
|
(a)
|
The Incentive Program provides for incentive payments that are funded based on an incentive pool. The base amount of the incentive pool shall be determined by the extent to which one or more specific and defined financial measures (the “Financial Measures”) and operational and efficiency measures (the “Operational and Efficiency Measures”) are achieved for the Plan Year. For purposes of determining achievement of the Financial Measures under the Plan, the business plan Financial Measures will be adjusted to exclude, if any event occurs after the commencement of the Plan Year that causes the Company to report discontinued operations for 2019 not contemplated in the Company’s 2019 business plan, the components of the business plan Financial Measures attributable to such discontinued operations.
|
(b)
|
The following are the specific Financial and Operational and Efficiency Measures for the EQT Corporation Short-Term Incentive Program:
|
Financial and Operational and Efficiency Measures
|
Company EBITDA to Business Plan
Company Free Cash Flow to Business Plan
Safety and Environmental
|
(c)
|
The base amount of each incentive pool is determined based upon the Financial and Operational and Efficiency Measures listed above. Additional adjustments are made based on any minimum threshold amounts established therefor in accordance with the weightings assigned to each as listed on Attachment A. Attachment B to this Plan specifies the base or target amount expressed as the total of all Incentive Targets, as defined in Section 8 of the Plan, of those participants in the Incentive Program. The targets on Attachment B are automatically amended in the event of the addition of new hires as participants,
|
(d)
|
The Committee may, in its sole and absolute discretion, adjust the determination of the base amount of the pool (i) by any amount based upon earnings per share, (ii) by any amount based upon a significant safety or significant environmental event (as determined by the Committee) and (iii) by adjusting EBITDAX, EBITDA or Free Cash Flow for the impact of the prices of gas, oil and liquids and/or any extraordinary items or performance factors determined by the Committee, provided that such adjustment shall be limited to the difference between the business plan assumption and the actual impact of such items. Such adjustments by the Committee may be either positive or negative. Notwithstanding the forgoing, under no circumstance shall the aggregate of all incentive pools exceed 6.5% of the Company’s EBITDAX for the Plan Year, calculated without adjusting EBITDAX for the impact of the prices of gas, oil and liquids and/or any extraordinary items or performance factors.
|
(a)
|
Each participant shall have specific performance goals (the “Performance Goals”) determined for his or her position for the Plan Year. These Performance Goals must support the approved business plan of the Company.
|
(b)
|
A copy of each participant’s Performance Goals and objectives shall be determined in writing, and kept on file with the Company’s Human Resources Department.
|
(c)
|
Following the determination of the incentive pools as described in Section 7, an evaluation of each participant’s actual performance relative to his or her individual Performance Goals for the Plan Year shall be completed. Performance can be rated as Outstanding Performer, Exceeds Expectations, Successful, Partially Successful, Fails to Meet Expectations and Not Rated. The definition of each rating is as follows:
|
Performance Level
|
Performance Definition
|
Outstanding Performer
|
Recognized leader in the department and/or Company. Contributes to the organization’s success by adding significant value well beyond job requirements. Identifies opportunities and provides unique, innovative and practical solutions to problems. Consistently exceeds expectations and demonstrates a unique understanding of work beyond assigned area of responsibility.
|
Exceeds Expectations
|
Makes significant contributions to department and/or Company’s business results. Overall performance far exceeds all requirements necessary to fulfill the principal duties, responsibilities, objectives and expectations of the position.
|
Successful
|
Overall performance meets all and may exceed some of the requirements necessary to fulfill the principal duties, responsibilities, objectives and expectations of the position. Produces timely and accurate results. Works independently to perform all aspects of the job. Recognizes, participates in and adjusts to changing work assignments.
|
Partially Successful
|
Overall performance meets most of the requirements necessary to fulfill the principal duties, responsibilities, objectives and expectations of the position. May require additional training, resources or coaching in an area before Successful.
|
Fails to Meet Expectations
|
Overall performance fails to meet all or most of the requirements necessary to fulfill the principal duties, responsibilities, objectives and expectations of the position. Performance Improvement Plan is required.
|
Not Rated
|
Appropriate only for employees who have been in current position less than three months.
|
(1)
|
The incentive pool is determined as described in Section 7. If the established Financial Measures and Operational and Efficiency Measures for the incentive pool are not achieved, the process to calculate Incentive Awards for the Incentive Program is terminated.
|
(2)
|
The performance of each participant is reviewed by the appropriate functional officer and the individual performance adjustment described in Section 9, if any, is applied as appropriate to the participant’s original Incentive Target.
|
(3)
|
The Incentive Targets for each participant within an incentive pool, after giving effect to the individual performance adjustments described in Section 9, if any, are totaled. Each participant’s adjusted Incentive Target is then calculated as a percent of the total adjusted Incentive Targets for all participants within the incentive pool.
|
(4)
|
The percent assigned to each participant in step 3 is multiplied by the total incentive pool generated, resulting in the amount of the participant’s actual Incentive Award payable, subject to increase, reduction, elimination or substitution of the final incentive pool by the Committee as provided in Section 4. The amount of a participant’s actual Incentive Award payable as determined pursuant to this Section 10(4) will be reduced (but in no event to an amount less than zero) by the amount of any Incentive Award previously paid to the participant under the Prior Short-Term Plans, as applicable (which plans terminated on July 10, 2019 upon the occurrence of a Change of Control, as defined therein).
|
(5)
|
Distributions, if any, may be paid in cash or other property, including shares of Company stock, from the Plan or other source as determined by the Committee, in its discretion.
|
(a)
|
New Hires. A newly hired employee will participate in the Plan (or successor plan, as applicable) in the Plan Year following the year in which the employee is hired, unless otherwise specified in an applicable employment offer or as otherwise approved by the Committee.
|
(b)
|
Involuntary Termination. No Incentive Award shall be paid to any employee whose services are terminated by the Company prior to payment of an Incentive Award; provided, however, as follows:
|
(c)
|
Voluntary Termination. No Incentive Award shall be paid to an employee who voluntarily terminates, or gives formal or informal notice of termination of, his/her employment for any reason, including but not limited to resignation, retirement or job abandonment, prior to the payment of an Incentive Award.
|
Measures
|
|
Weighting
|
EQT Corporation Short-Term Incentive Program
|
|
|
Company EBITDA To Business Plan*
|
|
50%
|
Free Cash Flow to Business Plan*
|
|
30%
|
Safety and Environmental**
|
|
|
- Days Away Restricted (DART)**
|
|
10%
|
- Notices of Violation (NOV)**
|
|
10%
|
Total
|
|
100%
|
EQT Corporation Total
|
[$27.70]
|
•
|
5% under Business Plan .50
|
•
|
Business Plan 1.00
|
•
|
10% over Business Plan 2.00
|
•
|
More than 10% over Business Plan Committee Discretion
|
•
|
5% under Business Plan .50
|
•
|
Business Plan 1.00
|
•
|
10% over Business Plan 2.00
|
•
|
More than 10% over Business Plan Committee Discretion
|
•
|
Successful equals 0.35 1.00
|
•
|
Exceeds equals 0.28 2.00
|
•
|
Successful equals 0.062 1.00
|
•
|
Exceeds equals 0.053 2.00
|
a.
|
Pursuant to Section 3(a) of the Non-Compete Agreement, a cash payment equal to $1,100,000.00 (i.e., twenty-four (24) months of Employee’s base salary), which shall be paid in a lump sum within 60 days following the Separation Date.
|
b.
|
Pursuant to Section 3(b) of the Non-Compete Agreement, a cash payment equal to $990,000.00 (i.e., two times the average annual incentive (bonus) payment earned by Employee under the Company’s applicable Short-Term Incentive Plan for the three (3) full year period prior to the Separation Date), which shall be paid in a lump sum within 60 days following the Separation Date. Since Employee has not been employed for three (3) full years, the average has been calculated by including, for each partial calendar year of employment with EQT and each calendar year during which Employee was not employed by EQT, the greater of: (i) the Employee’s actual award for such year, and (ii) the Employee’s target annual incentive (bonus) award at the time of termination.
|
c.
|
Pursuant to Section 3(c) of the Non-Compete Agreement, a cash payment equal to $19,564.00 (i.e., the product of (i) twelve (12) and (ii) 100% of the current Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) monthly rate for family coverage), which shall be paid in a lump sum within 60 days following the Separation Date.
|
d.
|
Pursuant to Section 3(d) of the Non-Compete Agreement, a cash payment equal to $200,000, which shall be paid in a lump sum within 60 days following the Separation Date.
|
e.
|
Pursuant to Section 3(e) of the Non-Compete Agreement, full vesting as of the Separation Date of all value driver-type performance based equity awards, stock options, restricted stock, restricted stock units and other
|
f.
|
Pursuant to Section 3(f) of the Non-Compete Agreement, all performance-vesting equity awards held by Employee as of the Separation Date shall remain eligible to vest to the same extent as if Employee’s employment had not terminated on the Separation Date. Employee acknowledges and agrees that all such awards are reflected on Exhibit D attached hereto.
|
EQT CORPORATION
By: /s/ Lesley Evancho
Name: Lesley Evancho
Title: Chief Human Resources Officer
August 22, 2019
Date
|
|
/s/ Gary E. Gould
Gary E. Gould
August 22, 2019
Date
|
1.
|
The term of this Agreement is for the one-year period commencing on the
|
EQT CORPORATION
By: /s/ Lesley Evancho
Chief Human Resources Officer
Title
8/22/19
Date
|
|
EMPLOYEE
/s/ Gary E. Gould
Name: Gary E. Gould
8/22/19
Date
|
EQT CORPORATION
By:/s/ David J. Smith
Name: David J. Smith
Title: Senior Vice President, Human Resources
|
EMPLOYEE
/s/ Gary E. Gould _
GARY E. GOULD
|
¨
|
I hereby decline to participate in the Executive Alternative Work Arrangement Classification as described in Section 9 of the above Confidentiality, Non-Solicitation and Non-Competition Agreement.
|
Grant Date
|
Grant Type
|
Target Grant
|
04/22/2019
|
2019 EQT Restricted Awards
|
30,580.000
|
04/22/2019
|
2019 EQT Restricted Awards
|
190,810.000
|
04/22/2019
|
2019 EQT Stock Options
|
110,100.000
|
Grant Date
|
Grant Type
|
Target Grant
|
04/22/2019
|
2019 EQT IPSUP
|
61,160.000
|
•
|
I hereby WAIVE participation in the Executive Alternative Work Arrangement Classification as described in Section 9 of the Confidentiality, Non-Solicitation and Non-Competition Agreement. Further, I acknowledge and agree that, as a result of such waiver, (x) the Executive Alternative Work Arrangement Employment Agreement referenced in the Confidentiality, Non-Solicitation and Non-Competition Agreement shall be of no force or effect, and neither EQT Corporation nor I shall have any obligations thereunder, and (y) in consideration for such waiver, the restricted period contemplated by the first paragraph of Section 1 of the Confidentiality, Non-Solicitation and Non-Competition Agreement shall be extended for a period of three additional months beyond the period specified therein.
|
•
|
I hereby DECLINE TO WAIVE to participation in the Executive Alternative Work Arrangement Classification as described in Section 9 of the Confidentiality, Non-Solicitation and Non-Competition Agreement.
|
Job Title
|
Age as of August 7, 2019
|
Executive Vice President & Chief Operating Officer
|
54
|
Job Title
|
Age as of July 21, 2019
|
Senior Vice President, Human Resources
|
60
|
Job Title
|
Age as of July 10, 2019
|
President & Chief Executive Officer
|
48
|
General Counsel & Senior Vice President, Government Affairs
|
43
|
Job Title
|
Age as of August 7, 2019
|
Executive Vice President, Commercial, Business Development, Information Technology & Safety
|
46
|
Senior Vice President and Chief Financial Officer
|
47
|
Vice President & Principal Accounting Officer
|
47
|
a.
|
Pursuant to Section 3(a) of the Non-Compete Agreement, a cash payment equal to $926,400.00 (i.e., twenty-four (24) months of Employee’s base salary), which shall be paid in a lump sum within 60 days following the Separation Date.
|
b.
|
Pursuant to Section 3(b) of the Non-Compete Agreement, a cash payment equal to $432,000.00 (i.e., two times the average annual incentive (bonus) payment earned by Employee under the Company’s applicable Short-Term Incentive Plan for the three (3) full year period prior to the Separation Date), which shall be paid in a lump sum within 60 days following the Separation Date.
|
c.
|
Pursuant to Section 3(c) of the Non-Compete Agreement, a cash payment equal to $19,564.00 (i.e., the product of (i) twelve (12) and (ii) 100% of the current Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) monthly rate for family coverage), which shall be paid in a lump sum within 60 days following the Separation Date.
|
d.
|
Pursuant to Section 3(d) of the Non-Compete Agreement, a cash payment equal to $200,000, which shall be paid in a lump sum within 60 days following the Separation Date.
|
e.
|
Pursuant to Section 3(e) and 3(g) of the Non-Compete Agreement, full vesting as of the Separation Date of all value driver-type performance based equity awards, stock options, restricted stock, restricted stock units and other time-vesting equity awards held by Employee as of the
|
f.
|
Pursuant to Section 3(f) of the Non-Compete Agreement, all performance-vesting equity awards held by Employee as of the Separation Date shall remain eligible to vest to the same extent as if Employee’s employment had not terminated on the Separation Date. Employee acknowledges and agrees that all such awards are reflected on Exhibit D attached hereto.
|
EQT CORPORATION
By: /s/ Lesley Evancho
Name: Lesley Evancho
Title: Chief Human Resources Officer
September 9, 2019
Date
|
|
/s/ Jimmi Sue Smith
Jimmi Sue Smith
September 9, 2019
Date
|
1.
|
The term of this Agreement is for the one-year period commencing on the
|
EQT CORPORATION
By: /s/ Lesley Evancho
Chief Human Resources Officer
Title
9/9/19
Date
|
|
EMPLOYEE
/s/ Jimmi Sue Smith
Name: Jimmi Sue Smith
9/9/19
Date
|
EQT CORPORATION
|
EMPLOYEE
|
By: /s/ Jonathan M. Lushko
|
/s/ Jimmi Sue Smith
|
|
Jimmi Sue Smith
|
Name: Jonathan M. Lushko
|
|
Title: General Counsel & Senior Vice President, Government Affairs
|
|
¨
|
I hereby decline to participate in the Executive Alternative Work Arrangement Classification as described in Section 9 of the above Second Amended and Restated Confidentiality, Non-Solicitation and Non-Competition Agreement.
|
2.
|
Amendment to Section 9 of the Covenant Agreement. Section 9 of the Covenant Agreement is hereby amended and restated in its entirety as follows:
|
EQT CORPORATION
By:/s/ David J. Smith
David J. Smith
Senior Vice President,
Human Resources
|
|
EMPLOYEE
/s/ Jimmi Sue Smith
Jimmi Sue Smith
|
Grant Date
|
Grant Type
|
Target Grant
|
01/01/2019
|
2019 EQT Restricted Awards
|
26,470.000
|
01/01/2018
|
2018 EQT Restricted Awards
|
2,030.000
|
01/01/2017
|
2017 EQT Restricted Stock Unit
|
1,440.000
|
09/14/2016
|
2016 EQT Restricted Stock Unit
|
2,500.000
|
03/15/2018
|
2018 EQT SIA
|
675.000
|
01/01/2019
|
2019 EQT Stock Options
|
88,100.000
|
01/01/2018
|
2018 EQT Stock Options
|
6,729.000
|
01/01/2018
|
2018 ETRN Restricted Awards
|
1,624.000
|
01/01/2017
|
2017 ETRN Restricted Stock Unit
|
1,152.000
|
09/14/2016
|
2016 ETRN Restricted Stock Unit
|
2,000.000
|
03/15/2018
|
2018 ETRN SIA
|
540.000
|
01/01/2018
|
2018 ETRN Stock Options
|
5,383.000
|
Grant Date
|
Grant Type
|
Target Grant
|
01/01/2019
|
2019 EQT IPSUP
|
52,940.000
|
01/01/2018
|
2018 EQT IPSUP
|
4,060.000
|
01/01/2017
|
2017 EQT IPSUP
|
1,440.000
|
01/01/2018
|
2018 ETRN IPSUP
|
3,248.000
|
01/01/2017
|
2017 ETRN IPSUP
|
1,152.000
|
•
|
I hereby WAIVE participation in the Executive Alternative Work Arrangement Classification as described in Section 9 of the Confidentiality, Non-Solicitation and Non-Competition Agreement. Further, I acknowledge and agree that, as a result of such waiver, (x) the Executive Alternative Work Arrangement Employment Agreement referenced in the Confidentiality, Non-Solicitation and Non-Competition Agreement shall be of no force or effect, and neither EQT Corporation nor I shall have any obligations thereunder, and (y) in consideration for such waiver, the restricted period contemplated by the first paragraph of Section 1 of the Confidentiality, Non-Solicitation and Non-Competition Agreement shall be extended for a period of three additional months beyond the period specified therein.
|
•
|
I hereby DECLINE TO WAIVE to participation in the Executive Alternative Work Arrangement Classification as described in Section 9 of the Confidentiality, Non-Solicitation and Non-Competition Agreement.
|
Job Title
|
Age as of August 29, 2019
|
Senior Vice President and Chief Financial Officer
|
47
|
Job Title
|
Age as of August 7, 2019
|
Executive Vice President & Chief Operating Officer
|
54
|
Job Title
|
Age as of July 21, 2019
|
Senior Vice President, Human Resources
|
60
|
Job Title
|
Age as of July 10, 2019
|
President & Chief Executive Officer
|
48
|
General Counsel & Senior Vice President, Government Affairs
|
43
|
Job Title
|
Age as of August 29, 2019
|
Executive Vice President, Commercial, Business Development, Information Technology & Safety
|
46
|
Vice President & Principal Accounting Officer
|
47
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditor and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date:
|
October 31, 2019
|
|
|
|
|
|
|
/s/ Toby Z. Rice
|
|
|
Toby Z. Rice
|
|
|
President and Chief Executive Officer
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
Date:
|
October 31, 2019
|
|
|
|
|
|
|
/s/ Kyle Derham
|
|
|
Kyle Derham
|
|
|
Interim Chief Financial Officer
|
(1)
|
The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of EQT.
|
/s/ Toby Z. Rice
|
October 31, 2019
|
|
Toby Z. Rice
|
|
|
President and Chief Executive Officer
|
|
|
|
|
|
|
|
|
/s/ Kyle Derham
|
October 31, 2019
|
|
Kyle Derham
|
|
|
Interim Chief Financial Officer
|
|