☒
|
ANNUAL 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
|
Pennsylvania
|
|
25-0464690
|
(State or other jurisdiction of incorporation or organization)
|
|
(IRS Employer Identification No.)
|
625 Liberty Avenue, Suite 1700
|
|
|
|
Pittsburgh,
|
Pennsylvania
|
|
15222
|
(Address of principal executive offices)
|
|
(Zip Code)
|
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
|
☐
|
Non-accelerated filer
|
☐
|
Smaller reporting company
|
☐
|
|
|
Emerging growth company
|
☐
|
|
|
Page No.
|
Glossary of Commonly Used Terms, Abbreviations and Measurements
|
||
Cautionary Statements
|
||
PART I
|
||
Item 1.
|
Business
|
|
Item 1A.
|
Risk Factors
|
|
Item 1B.
|
Unresolved Staff Comments
|
|
Item 2.
|
Properties
|
|
Item 3.
|
Legal Proceedings
|
|
Item 4.
|
Mine Safety Disclosures
|
|
|
Executive Officers of the Registrant
|
|
PART II
|
||
Item 5.
|
Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
|
|
Item 6.
|
Selected Financial Data
|
|
Item 7.
|
Management's Discussion and Analysis of Financial Condition and Results of Operations
|
|
Item 7A.
|
Quantitative and Qualitative Disclosures About Market Risk
|
|
Item 8.
|
Financial Statements and Supplementary Data
|
|
Item 9.
|
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
|
|
Item 9A.
|
Controls and Procedures
|
|
Item 9B.
|
Other Information
|
|
PART III
|
||
Item 10.
|
Directors, Executive Officers and Corporate Governance
|
|
Item 11.
|
Executive Compensation
|
|
Item 12.
|
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
|
|
Item 13.
|
Certain Relationships and Related Transactions, and Director Independence
|
|
Item 14.
|
Principal Accounting Fees and Services
|
|
PART IV
|
||
Item 15.
|
Exhibits and Financial Statement Schedules
|
|
Item 16.
|
Form 10-K Summary
|
|
Signatures
|
CFTC – Commodity Futures Trading Commission
|
EPA – U.S. Environmental Protection Agency
|
FERC – Federal Energy Regulatory Commission
|
GAAP – U.S. Generally Accepted Accounting Principles
|
IRS – Internal Revenue Service
|
NYMEX – New York Mercantile Exchange
|
OTC – over the counter
|
SEC – U.S. Securities and Exchange Commission
|
•
|
Substantially reconstituted the Company's Board of Directors and senior leadership following the Company's July 2019 annual meeting of shareholders
|
•
|
Successfully implemented the 100-Day Transformation Plan, a management-led initiative designed to effect operational, organizational, cultural and other changes to the Company's business that will facilitate long-term planning and prioritize combo-development projects, which are expected to (i) lower well costs, selling, general and administrative costs, land and lease acquisitions capital expenditures and other production infrastructure capital expenditures; (ii) increase drilling efficiencies (measured in horizontal feet drilled per hour); and (iii) increase free cash flow generation
|
•
|
Reduced 2019 capital expenditures by $966 million, or 35.3%, compared to 2018
|
•
|
Achieved 2019 sales volumes of 1,508 Bcfe and average daily sales volumes of 4,131 MMcfe per day, a year-over-year increase of 1.4%, or 4.2% excluding sales volumes related to the 2018 Divestitures (defined herein)
|
|
December 31, 2019
|
|||||||
|
Natural Gas
|
|
NGLs and Crude Oil
|
|
Total
|
|||
|
(Bcf)
|
|
(MMbbl)
|
|
(Bcfe)
|
|||
Proved developed reserves
|
11,811
|
|
|
105
|
|
|
12,444
|
|
Proved undeveloped reserves
|
4,866
|
|
|
27
|
|
|
5,025
|
|
Total proved reserves
|
16,677
|
|
|
132
|
|
|
17,469
|
|
|
December 31, 2019
|
|||||||||||||
|
Marcellus
|
|
Upper Devonian
|
|
Ohio Utica
|
|
Other
|
|
Total
|
|||||
|
(Bcfe)
|
|||||||||||||
Proved developed reserves
|
10,513
|
|
|
880
|
|
|
947
|
|
|
104
|
|
|
12,444
|
|
Proved undeveloped reserves
|
4,584
|
|
|
—
|
|
|
441
|
|
|
—
|
|
|
5,025
|
|
Total proved reserves
|
15,097
|
|
|
880
|
|
|
1,388
|
|
|
104
|
|
|
17,469
|
|
|
December 31, 2019
|
||||||||||
|
Pennsylvania
|
|
West Virginia
|
|
Ohio
|
|
Total
|
||||
|
(Bcfe)
|
||||||||||
Proved developed producing reserves
|
8,100
|
|
|
2,786
|
|
|
879
|
|
|
11,765
|
|
Proved developed non-producing reserves
|
522
|
|
|
89
|
|
|
68
|
|
|
679
|
|
Proved undeveloped reserves
|
3,883
|
|
|
701
|
|
|
441
|
|
|
5,025
|
|
Total proved reserves
|
12,505
|
|
|
3,576
|
|
|
1,388
|
|
|
17,469
|
|
|
|
|
|
|
|
|
|
||||
Gross proved undeveloped drilling locations
|
179
|
|
|
34
|
|
|
38
|
|
|
251
|
|
Net proved undeveloped drilling locations
|
171
|
|
|
34
|
|
|
29
|
|
|
234
|
|
|
Proved Undeveloped Reserves
|
|
|
(Bcfe)
|
|
Balance at January 1, 2019
|
10,267
|
|
Conversions into proved developed reserves
|
(2,646
|
)
|
Revisions (a)
|
(4,508
|
)
|
Extensions, discoveries and other additions (b)
|
1,912
|
|
Balance at December 31, 2019
|
5,025
|
|
(a)
|
Related to proved undeveloped locations that are no longer expected to be developed within five years of initial booking as proved reserves as a result of implementation of the Company's combo-development strategy.
|
(b)
|
Composed of (i) 1,796 Bcfe from proved undeveloped additions associated with acreage that was previously unproved but became proved due to 2019 reserve development that expanded the number of the Company's technically proven locations, implementation of, and alignment with, the Company's combo-development strategy and revisions to the Company's five-year drilling plan; and (ii) 116 Bcfe from extension of proved undeveloped reserves lateral lengths.
|
|
Years Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
|
(Millions)
|
||||||||||
Marcellus (a)
|
$
|
1,184
|
|
|
$
|
1,889
|
|
|
$
|
1,134
|
|
Utica
|
193
|
|
|
360
|
|
|
50
|
|
|||
Other
|
—
|
|
|
—
|
|
|
21
|
|
|||
Total
|
$
|
1,377
|
|
|
$
|
2,249
|
|
|
$
|
1,205
|
|
(a)
|
Includes Upper Devonian formations.
|
|
December 31, 2019
|
|||||||||||||
|
Pennsylvania
|
|
West Virginia (a)
|
|
Ohio
|
|
Kentucky and Virginia (a)
|
|
Total
|
|||||
Total gross productive acreage
|
216,887
|
|
|
107,368
|
|
|
45,211
|
|
|
2,235
|
|
|
371,701
|
|
Total gross undeveloped acreage
|
434,496
|
|
|
396,189
|
|
|
46,690
|
|
|
24,685
|
|
|
902,060
|
|
Total gross acreage
|
651,383
|
|
|
503,557
|
|
|
91,901
|
|
|
26,920
|
|
|
1,273,761
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Total net productive acreage
|
214,933
|
|
|
107,804
|
|
|
31,875
|
|
|
2,163
|
|
|
356,775
|
|
Total net undeveloped acreage
|
398,155
|
|
|
298,788
|
|
|
32,454
|
|
|
22,344
|
|
|
751,741
|
|
Total net acreage
|
613,088
|
|
|
406,592
|
|
|
64,329
|
|
|
24,507
|
|
|
1,108,516
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Average net revenue interest of proved developed reserves
|
80.7
|
%
|
|
78.3
|
%
|
|
43.8
|
%
|
|
—
|
%
|
|
75.3
|
%
|
(a)
|
In 2018, the Company sold approximately 2.5 million non-core, net acres in the Huron play; however, the Company retained deep drilling rights across 1.5 million, 0.2 million and 0.8 million of divested acreage in Kentucky, Virginia and West Virginia, respectively. The retained deep drilling rights have been excluded from acreage totals.
|
|
December 31, 2019
|
|
Productive wells:
|
|
|
Total gross
|
3,404
|
|
Total net
|
3,181
|
|
In-process wells:
|
|
|
Total gross
|
186
|
|
Total net
|
178
|
|
|
December 31, 2019
|
||||||||||
|
Pennsylvania
|
|
West Virginia
|
|
Ohio
|
|
Total
|
||||
Total gross productive wells (a)
|
1,913
|
|
|
1,234
|
|
|
257
|
|
|
3,404
|
|
Total net productive wells
|
1,865
|
|
|
1,193
|
|
|
123
|
|
|
3,181
|
|
(a)
|
Of the Company's total gross productive wells, there are 688 gross conventional wells in Pennsylvania and 623 gross conventional wells in West Virginia. There are no gross conventional wells in Ohio.
|
|
Years Ended December 31,
|
|||||||
|
2019
|
|
2018
|
|
2017
|
|||
Net exploratory wells:
|
|
|
|
|
|
|
||
Dry
|
—
|
|
|
—
|
|
|
1
|
|
Net development wells:
|
|
|
|
|
|
|
||
Productive
|
145
|
|
|
210
|
|
|
149
|
|
Dry (a)
|
—
|
|
|
5
|
|
|
5
|
|
(a)
|
Dry development wells are related primarily to non-core wells that the Company no longer plans to drill to depth or complete, acquired wells with mechanical integrity issues and wells that have been plugged and abandoned due to future mining operations or mechanical integrity issues.
|
|
Pennsylvania
|
|
West Virginia
|
|
Ohio
|
|
Other (a)
|
|
Total
|
|||||
|
(MMcfe)
|
|||||||||||||
Produced and sold natural gas, NGLs and oil for the years ended December 31,
|
|
|
|
|
|
|
|
|
|
|||||
2019
|
1,001,973
|
|
|
274,378
|
|
|
231,545
|
|
|
—
|
|
|
1,507,896
|
|
2018
|
922,033
|
|
|
323,976
|
|
|
209,428
|
|
|
32,252
|
|
|
1,487,689
|
|
2017
|
456,600
|
|
|
343,199
|
|
|
24,113
|
|
|
63,608
|
|
|
887,520
|
|
(a)
|
Primarily Kentucky and Virginia.
|
|
Years Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Natural gas ($/Mcf):
|
|
|
|
|
|
|
|
|
|||
Average sales price, excluding cash settled derivatives
|
$
|
2.48
|
|
|
$
|
3.04
|
|
|
$
|
2.82
|
|
Average sales price, including cash settled derivatives
|
2.65
|
|
|
2.89
|
|
|
2.89
|
|
|||
NGLs, excluding ethane ($/Bbl):
|
|
|
|
|
|
|
|
||||
Average sales price, excluding cash settled derivatives
|
$
|
23.63
|
|
|
$
|
37.63
|
|
|
$
|
31.59
|
|
Average sales price, including cash settled derivatives
|
25.82
|
|
|
36.56
|
|
|
30.90
|
|
|||
Ethane ($/Bbl):
|
|
|
|
|
|
||||||
Average sales price, excluding cash settled derivatives
|
$
|
6.16
|
|
|
$
|
8.09
|
|
|
$
|
6.32
|
|
Average sales price, including cash settled derivatives
|
7.18
|
|
|
8.09
|
|
|
6.32
|
|
|||
Oil ($/Bbl):
|
|
|
|
|
|
|
|
||||
Average sales price
|
$
|
40.90
|
|
|
$
|
52.70
|
|
|
$
|
40.70
|
|
Natural gas, NGLs and oil ($/Mcfe):
|
|
|
|
|
|
||||||
Average sales price, excluding cash settled derivatives
|
$
|
2.51
|
|
|
$
|
3.15
|
|
|
$
|
2.98
|
|
Average sales price, including cash settled derivatives
|
2.69
|
|
|
3.01
|
|
|
3.04
|
|
|
Natural Gas
|
|
NGLs
|
||
Years ended December 31,
|
(Bcf)
|
|
(Mbbl)
|
||
2020
|
1,073
|
|
|
4,123
|
|
2021
|
833
|
|
|
1,836
|
|
2022
|
610
|
|
|
1,832
|
|
2023
|
534
|
|
|
1,825
|
|
2024
|
455
|
|
|
1,830
|
|
|
Years Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
|
(Thousands)
|
||||||||||
Operating revenues:
|
|
|
|
|
|
||||||
Sales of natural gas, NGLs and oil
|
$
|
3,791,414
|
|
|
$
|
4,695,519
|
|
|
$
|
2,651,318
|
|
Gain (loss) on derivatives not designated as hedges
|
616,634
|
|
|
(178,591
|
)
|
|
390,021
|
|
|||
Net marketing services and other
|
8,436
|
|
|
40,940
|
|
|
49,681
|
|
|||
Total operating revenues
|
$
|
4,416,484
|
|
|
$
|
4,557,868
|
|
|
$
|
3,091,020
|
|
•
|
weather conditions and seasonal trends;
|
•
|
the domestic and foreign supply of and demand for natural gas, NGLs and oil;
|
•
|
prevailing prices on local price indexes in the areas in which we operate and expectations about future commodity prices;
|
•
|
national and worldwide economic and political conditions;
|
•
|
new and competing exploratory finds of natural gas, NGLs and oil;
|
•
|
changes in U.S. exports of natural gas, NGLs and oil;
|
•
|
the effect of energy conservation efforts;
|
•
|
the price, availability and acceptance of alternative fuels;
|
•
|
the availability, proximity, capacity and cost of pipelines, other transportation facilities, and gathering, processing and storage facilities and other factors that result in differentials to benchmark prices;
|
•
|
technological advances affecting energy consumption and production;
|
•
|
the actions of the Organization of Petroleum Exporting Countries;
|
•
|
the level and effect of trading in commodity futures markets, including commodity price speculators and others;
|
•
|
the cost of exploring for, developing, producing and transporting natural gas, NGLs and oil;
|
•
|
the level of global inventories;
|
•
|
risks associated with drilling, completion and production operations; and
|
•
|
domestic, local and foreign governmental regulations, tariffs and taxes, including environmental and climate change regulation.
|
•
|
delays imposed by or resulting from compliance with regulatory requirements, including limitations resulting from permitting, wastewater disposal, discharge of greenhouse gases, and limitations on hydraulic fracturing;
|
•
|
shortages of or delays in obtaining equipment, rigs, materials and qualified personnel or in obtaining water for hydraulic fracturing activities;
|
•
|
equipment failures, accidents or other unexpected operational events;
|
•
|
lack of available gathering and water facilities or delays in construction of gathering and water facilities;
|
•
|
lack of available capacity on interconnecting transmission pipelines;
|
•
|
adverse weather conditions, such as flooding, droughts, freeze-offs, slips, blizzards and ice storms;
|
•
|
issues related to compliance with environmental regulations;
|
•
|
environmental hazards, such as natural gas leaks, oil spills, pipeline and tank ruptures, encountering naturally occurring radioactive materials, and unauthorized discharges of brine, well stimulation and completion fluids, toxic gases or other pollutants into the surface and subsurface environment;
|
•
|
declines in natural gas, NGLs and oil market prices;
|
•
|
limited availability of financing at acceptable terms;
|
•
|
ongoing litigation or adverse court rulings;
|
•
|
public opposition to our operations;
|
•
|
title, surface access, coal mining and right of way problems; and
|
•
|
limitations in the market for natural gas, NGLs and oil.
|
•
|
our level of proved reserves and production;
|
•
|
the level of hydrocarbons we are able to produce from existing wells;
|
•
|
our access to, and the cost of accessing, end markets for our production;
|
•
|
the prices at which our production is sold;
|
•
|
our ability to acquire, locate and produce new reserves;
|
•
|
the levels of our operating expenses; and
|
•
|
our ability to access the public or private capital markets or borrow under our revolving credit facility.
|
•
|
require us to use a substantial portion of our cash flow to make debt service payments, which will reduce the funds that would otherwise be available for operations and future business opportunities;
|
•
|
limit our operating flexibility due to financial and other restrictive covenants, including restrictions on incurring additional debt, making certain investments, and paying dividends;
|
•
|
place us at a competitive disadvantage compared to our competitors with lower debt service obligations;
|
•
|
depending on the levels of our outstanding debt, limit our ability to obtain additional financing for working capital, capital expenditures, general corporate and other purposes; and
|
•
|
increase our vulnerability to downturns in our business or the economy, including declines in prices for natural gas, NGLs and oil.
|
•
|
our production is less than expected;
|
•
|
the counterparties to our derivative contracts fail to perform on their contract obligations; or
|
•
|
an event materially impacts natural gas, NGLs or oil prices or the relationship between the hedged price index and the natural gas, NGLs or oil sales price.
|
•
|
federal, state and local regulatory, political and legal actions that could adversely affect EQM's operations, assets and infrastructure, including potential further delays associated with obtaining regulatory approval for the construction of the Mountain Valley Pipeline and the MVP Southgate project;
|
•
|
construction risks associated with the construction or repair of EQM's pipelines and other midstream infrastructure, such as delays caused by landowners or advocacy groups opposed to the natural gas industry, environmental hazards, adverse weather conditions, the performance of third-party contractors, the lack of available skilled labor, equipment and materials and the inability to obtain necessary rights-of-way or approvals and permits from regulatory agencies on a timely basis or at all (and maintain such rights-of-way, approvals and permits once obtained);
|
•
|
acts of cybersecurity, sabotage or eco-terrorism that could cause significant damage or injury to EQM's personnel, assets or infrastructure or lead to extended interruptions of EQM's operations;
|
•
|
risks associated with EQM failing to properly balance supply and demand for its services, on a short-term, seasonal and long-term basis, which could result in EQM being unable to provide its customers, including us, with sufficient access to pipeline and other midstream infrastructure and water services as needed; and
|
•
|
risks associated with EQM's leverage and financial profile, which could result in EQM being financially deterred or prohibited from providing services to its customers, including us, on a timely basis or at all.
|
Name and Age
|
|
Current Title (Year Initially Elected an Executive Officer)
|
|
Business Experience
|
Tony Duran (41)
|
|
Chief Information Officer (2019)
|
|
Mr. Duran was appointed as the Chief Information Officer of the Company in July 2019. Prior to joining the Company, Mr. Duran ran PH6 Labs, a technology incubator he founded, from December 2017 to July 2019. Prior to that, he served as the Chief Information Officer of Rice Energy Inc. (independent natural gas and oil company acquired by the Company in November 2017) from January 2016 to November 2017; and as the Interim Chief Information Officer of Express Energy Services (oilfield services company for well construction and well testing services) from September 2015 to December 2015. Additionally, Mr. Duran held various positions at National Oilwell Varco (multinational corporation that provides equipment and components used in oil and gas drilling and production operations, oilfield services, and supply chain integration services to the upstream oil and gas industry) from May 2002 to August 2015, where he last held the role of Assistant Chief Information Officer.
|
Lesley Evancho (42)
|
|
Chief Human Resources Officer (2019)
|
|
Ms. Evancho was appointed as the Chief Human Resources Officer of the Company in July 2019. Prior to joining the Company, Ms. Evancho served as Vice President, Global Talent Management at Westinghouse Electric Company, LLC (nuclear power, fuel and services company) from April 2019 to July 2019; Senior Director, Human Resources at Thermo Fisher Scientific, Inc. (biotechnology product development company) from August 2018 to March 2019; Vice President, Human Resources at Edward Marc Brands (food services company) from March 2018 to August 2018; and Vice President, Human Resources at Rice Energy Inc. from April 2017 to November 2017. Additionally, Ms. Evancho served as Global Director, Talent Management at MSA Safety, Inc. (manufacturer of industrial safety equipment) from November 2011 to April 2017.
|
Todd M. James (37)
|
|
Chief Accounting Officer (2019)
|
|
Mr. James was appointed as the Chief Accounting Officer of the Company in November 2019. Previously, Mr. James served as the Corporate Controller and Chief Accounting Officer of L.B. Foster Company (manufacturer and distributor of products and services for transportation and energy infrastructure) from April 2018 to October 2019. Prior to that he served as the Senior Director, Technical Accounting and Financial Reporting at Rice Energy Inc. from December 2014 through its acquisition by the Company in November 2017 and until February 2018. Prior to joining Rice Energy, Mr. James was a Senior Manager, Assurance at PricewaterhouseCoopers LLP (public accounting firm), where he worked from August 2005 to November 2014.
|
William E. Jordan (39)
|
|
Executive Vice President and General Counsel (2019)
|
|
Mr. Jordan was appointed as the Executive Vice President and General Counsel of the Company in July 2019. Mr. Jordan served as an advisor to the Rice Investment Group (multi-strategy investment fund investing in all verticals of the oil and gas sectors) from May 2018 until July 2019. Prior to that, he served as the Senior Vice President, General Counsel and Corporate Secretary of Rice Energy Inc. and Senior Vice President, General Counsel and Corporate Secretary of Rice Midstream Partners LP (former midstream services affiliate of Rice Energy Inc.), in each case from January 2014 until their acquisition by the Company in November 2017. From September 2005 to December 2013, Mr. Jordan was an associate at Vinson & Elkins LLP (an international law firm) representing public and private companies in capital markets offerings and mergers and acquisitions, primarily in the oil and natural gas industry.
|
David M. Khani (56)
|
|
Chief Financial Officer (2020)
|
|
Mr. Khani was appointed as the Chief Financial Officer of the Company in January 2020. Prior to joining the Company, Mr. Khani served as the Executive Vice President and Chief Financial Officer of CONSOL Energy (energy company primarily focused on developing coal interests), from March 2013 to December 2019; and as Vice President, Finance at CONSOL Energy from September 2011 to March 2013. In addition, Mr. Khani served as Chief Financial Officer and as a member of the Board of Directors of CONE Midstream LLC (midstream services affiliate of CONSOL Energy) from September 2014 to January 2018; as a member of the Board of Directors of CNX Coal Resources (coal mining affiliate of CONSOL Energy) from July 2015 to August 2017; and as Chief Financial Officer and as a member of the Board of Directors of CONSOL Coal Resources (coal mining affiliate of CONSOL Energy) from August 2017 to December 2019.
|
Toby Z. Rice (38)
|
|
President and Chief Executive Officer (2019)
|
|
Mr. Rice was appointed as President and Chief Executive Officer of the Company in July 2019, when he also was elected to the Company's Board of Directors. Mr. Rice has served as a Partner at the Rice Investment Group, a multi-strategy fund investing in all verticals of the oil and gas sector, since May 2018. From October 2014 until its acquisition by the Company in November 2017, Mr. Rice was President and Chief Operating Officer of Rice Energy Inc. and served on the Board of Directors of Rice Energy Inc. from October 2013 to November 2017. Prior to that, he served in a number of positions with Rice Energy, its affiliates and predecessor entities beginning in February 2007, including as President and Chief Executive Officer of a predecessor entity from February 2008 through September 2013. Mr. Rice is the brother of Daniel J. Rice IV, a member of the Company's Board of Directors since November 2017.
|
|
12/14
|
|
12/15
|
|
12/16
|
|
12/17
|
|
12/18
|
|
12/19
|
||||||||||||
EQT Corporation
|
$
|
100.00
|
|
|
$
|
68.97
|
|
|
$
|
86.69
|
|
|
$
|
75.59
|
|
|
$
|
46.25
|
|
|
$
|
26.91
|
|
S&P 500
|
100.00
|
|
|
101.38
|
|
|
113.51
|
|
|
138.29
|
|
|
132.23
|
|
|
173.86
|
|
||||||
2018 Self-Constructed Peer Group (a)
|
100.00
|
|
|
63.86
|
|
|
95.16
|
|
|
91.24
|
|
|
65.24
|
|
|
64.55
|
|
||||||
2019 Self-Constructed Peer Group (b)
|
100.00
|
|
|
46.11
|
|
|
70.23
|
|
|
59.90
|
|
|
36.78
|
|
|
29.68
|
|
(a)
|
The 2018 Self-Constructed Peer Group includes the following seventeen companies: Antero Resources Corp., Apache Corp., Cabot Oil & Gas Corp., Chesapeake Energy Corp., Cimarex Energy Co., CNX Resources Corp., Concho Resources Inc., Continental Resources, Inc., Devon Energy Corp., Diamondback Energy, Inc., Encana Corp., EOG Resources, Inc., Hess Corp., Marathon Oil Corp., Noble Energy, Inc., Pioneer Natural Resources Co. and Range Resources Corp. Anadarko Petroleum Corp. and Newfield Exploration Co. were included in the self-constructed peer group that served as the basis for the stock performance graph in the Company's Annual Report on Form 10-K for the year ended December 31, 2018, but both entities have been excluded from the 2018 Self-Constructed Peer Group because they were acquired during 2019.
|
(b)
|
The 2019 Self-Constructed Peer Group includes the following thirteen companies: Antero Resources Corp., Cabot Oil & Gas Corp., Chesapeake Energy Corp., Cimarex Energy Co., CNX Resources Corp., Encana Corp., Gulfport Energy Corp., Murphy Oil Corp., QEP Resources, Inc., Range Resources Corp., SM Energy Co., Southwestern Energy Co. and WPX Energy Inc. Based on recommendations and advice from Pay Governance LLC (Pay Governance), an independent compensation consultant, and in light of the Company's transformation into a pure-play upstream company following the Separation, the Management Development and Compensation Committee of the Company's Board of Directors (the Compensation Committee) refined the 2019 Self-Constructed Peer Group to include only companies whose natural gas production accounts for greater than 30% of their total production volume. In addition, the Compensation Committee considered the reduction in the Company's market capitalization that resulted from the Separation and Distribution and ultimately decided to exclude from the 2019 Self-Constructed Peer Group companies that fell outside a relative range of market capitalization size when compared to the Company post-Separation.
|
|
As of and for the Years Ended December 31,
|
||||||||||||||||||
|
2019
|
|
2018
|
|
2017
|
|
2016
|
|
2015
|
||||||||||
|
(Thousands, except per share amounts)
|
||||||||||||||||||
Total operating revenues
|
$
|
4,416,484
|
|
|
$
|
4,557,868
|
|
|
$
|
3,091,020
|
|
|
$
|
1,387,054
|
|
|
$
|
2,131,664
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Amounts attributable to EQT Corporation:
|
|
|
|
|
|
|
|
|
|
||||||||||
(Loss) income from continuing operations
|
$
|
(1,221,695
|
)
|
|
$
|
(2,380,920
|
)
|
|
$
|
1,387,029
|
|
|
$
|
(531,493
|
)
|
|
$
|
(87,274
|
)
|
Income from discontinued operations, net of tax
|
—
|
|
|
136,352
|
|
|
121,500
|
|
|
78,510
|
|
|
172,445
|
|
|||||
Net (loss) income
|
$
|
(1,221,695
|
)
|
|
$
|
(2,244,568
|
)
|
|
$
|
1,508,529
|
|
|
$
|
(452,983
|
)
|
|
$
|
85,171
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Earnings per share of common stock attributable to EQT Corporation:
|
|
|
|
|
|
|
|
|
|||||||||||
Basic:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
(Loss) income from continuing operations
|
$
|
(4.79
|
)
|
|
$
|
(9.12
|
)
|
|
$
|
7.40
|
|
|
$
|
(3.18
|
)
|
|
$
|
(0.57
|
)
|
Income from discontinued operations
|
—
|
|
|
0.52
|
|
|
0.65
|
|
|
0.47
|
|
|
1.13
|
|
|||||
Net (loss) income
|
$
|
(4.79
|
)
|
|
$
|
(8.60
|
)
|
|
$
|
8.05
|
|
|
$
|
(2.71
|
)
|
|
$
|
0.56
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Diluted:
|
|
|
|
|
|
|
|
|
|
||||||||||
(Loss) income from continuing operations
|
$
|
(4.79
|
)
|
|
$
|
(9.12
|
)
|
|
$
|
7.39
|
|
|
$
|
(3.18
|
)
|
|
$
|
(0.57
|
)
|
Income from discontinued operations
|
—
|
|
|
0.52
|
|
|
0.65
|
|
|
0.47
|
|
|
1.13
|
|
|||||
Net (loss) income
|
$
|
(4.79
|
)
|
|
$
|
(8.60
|
)
|
|
$
|
8.04
|
|
|
$
|
(2.71
|
)
|
|
$
|
0.56
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Total assets
|
$
|
18,809,227
|
|
|
$
|
20,721,344
|
|
|
$
|
29,522,604
|
|
|
$
|
15,472,922
|
|
|
$
|
13,976,172
|
|
Total long-term debt, including current portion
|
$
|
5,292,979
|
|
|
$
|
5,497,381
|
|
|
$
|
5,997,329
|
|
|
$
|
2,427,020
|
|
|
$
|
2,299,942
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash dividends declared per share of common stock
|
$
|
0.12
|
|
|
$
|
0.12
|
|
|
$
|
0.12
|
|
|
$
|
0.12
|
|
|
$
|
0.12
|
|
|
Years Ended December 31,
|
||||||
|
2019
|
|
2018
|
||||
|
(Thousands, unless otherwise noted)
|
||||||
NATURAL GAS
|
|
|
|
||||
Sales volume (MMcf)
|
1,435,134
|
|
|
1,386,718
|
|
||
NYMEX price ($/MMBtu) (a)
|
$
|
2.63
|
|
|
$
|
3.10
|
|
Btu uplift
|
0.13
|
|
|
0.19
|
|
||
Natural gas price ($/Mcf)
|
$
|
2.76
|
|
|
$
|
3.29
|
|
|
|
|
|
||||
Basis ($/Mcf) (b)
|
$
|
(0.28
|
)
|
|
$
|
(0.25
|
)
|
Cash settled basis swaps (not designated as hedges) ($/Mcf)
|
(0.04
|
)
|
|
(0.08
|
)
|
||
Average differential, including cash settled basis swaps ($/Mcf)
|
$
|
(0.32
|
)
|
|
$
|
(0.33
|
)
|
|
|
|
|
||||
Average adjusted price ($/Mcf)
|
$
|
2.44
|
|
|
$
|
2.96
|
|
Cash settled derivatives (not designated as hedges) ($/Mcf)
|
0.21
|
|
|
(0.07
|
)
|
||
Average natural gas price, including cash settled derivatives ($/Mcf)
|
$
|
2.65
|
|
|
$
|
2.89
|
|
|
|
|
|
||||
Natural gas sales, including cash settled derivatives
|
$
|
3,805,977
|
|
|
$
|
4,004,147
|
|
|
|
|
|
||||
LIQUIDS
|
|
|
|
||||
NGLs, excluding ethane:
|
|
|
|
||||
Sales volume (MMcfe) (c)
|
44,082
|
|
|
63,247
|
|
||
Sales volume (Mbbl)
|
7,348
|
|
|
10,542
|
|
||
Price ($/Bbl)
|
$
|
23.63
|
|
|
$
|
37.63
|
|
Cash settled derivatives (not designated as hedges) ($/Bbl)
|
2.19
|
|
|
(1.07
|
)
|
||
Average NGLs price, including cash settled derivatives ($/Bbl)
|
$
|
25.82
|
|
|
$
|
36.56
|
|
NGLs sales
|
$
|
189,718
|
|
|
$
|
385,364
|
|
Ethane:
|
|
|
|
||||
Sales volume (MMcfe) (c)
|
23,748
|
|
|
33,645
|
|
||
Sales volume (Mbbl)
|
3,957
|
|
|
5,607
|
|
||
Price ($/Bbl)
|
$
|
6.16
|
|
|
$
|
8.09
|
|
Cash settled derivatives (not designated as hedges) ($/Bbl)
|
1.02
|
|
|
—
|
|
||
Average Ethane price, including cash settled derivatives ($/Bbl)
|
$
|
7.18
|
|
|
$
|
8.09
|
|
Ethane sales
|
$
|
28,414
|
|
|
$
|
45,339
|
|
Oil:
|
|
|
|
||||
Sales volume (MMcfe) (c)
|
4,932
|
|
|
4,079
|
|
||
Sales volume (Mbbl)
|
822
|
|
|
680
|
|
||
Price ($/Bbl)
|
$
|
40.90
|
|
|
$
|
52.70
|
|
Oil sales
|
$
|
33,620
|
|
|
$
|
35,825
|
|
|
|
|
|
||||
Total liquids sales volume (MMcfe) (c)
|
72,762
|
|
|
100,971
|
|
||
Total liquids sales volume (Mbbl)
|
12,127
|
|
|
16,829
|
|
||
Total liquids sales
|
$
|
251,752
|
|
|
$
|
466,528
|
|
|
|
|
|
||||
TOTAL
|
|
|
|
||||
Total natural gas and liquids sales, including cash settled derivatives (d)
|
$
|
4,057,729
|
|
|
$
|
4,470,675
|
|
Total sales volume (MMcfe)
|
1,507,896
|
|
|
1,487,689
|
|
||
Average realized price ($/Mcfe)
|
$
|
2.69
|
|
|
$
|
3.01
|
|
(a)
|
The Company's volume weighted NYMEX natural gas price (actual average NYMEX natural gas price ($/MMBtu)) was $2.63 and $3.09 for the years ended December 31, 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 oil were converted to Mcfe at a rate of six Mcfe per barrel.
|
(d)
|
Total natural gas and liquids sales, including cash settled derivatives, is also referred to in this report as adjusted operating revenues, a non-GAAP supplemental financial measure.
|
|
Years Ended December 31,
|
||||||
|
2019
|
|
2018
|
||||
|
(Thousands, unless otherwise noted)
|
||||||
Total operating revenues
|
$
|
4,416,484
|
|
|
$
|
4,557,868
|
|
Add (deduct):
|
|
|
|
||||
(Gain) loss on derivatives not designated as hedges
|
(616,634
|
)
|
|
178,591
|
|
||
Net cash settlements received (paid) on derivatives not designated as hedges
|
246,639
|
|
|
(225,279
|
)
|
||
Premiums received for derivatives that settled during the period
|
19,676
|
|
|
435
|
|
||
Net marketing services and other
|
(8,436
|
)
|
|
(40,940
|
)
|
||
Adjusted operating revenues, a non-GAAP financial measure
|
$
|
4,057,729
|
|
|
$
|
4,470,675
|
|
|
|
|
|
||||
Total sales volumes (MMcfe)
|
1,507,896
|
|
|
1,487,689
|
|
||
Average realized price ($/Mcfe)
|
$
|
2.69
|
|
|
$
|
3.01
|
|
|
Years Ended December 31,
|
|||||||||
|
2019
|
|
2018
|
|
%
|
|||||
|
(Thousands, unless otherwise noted)
|
|||||||||
Sales volume detail (MMcfe):
|
|
|
|
|
|
|||||
Marcellus (a)
|
1,270,352
|
|
|
1,229,934
|
|
|
3.3
|
|
||
Ohio Utica
|
231,545
|
|
|
209,428
|
|
|
10.6
|
|
||
Other
|
5,999
|
|
|
48,327
|
|
|
(87.6
|
)
|
||
Total sales volumes (b)
|
1,507,896
|
|
|
1,487,689
|
|
|
1.4
|
|
||
|
|
|
|
|
|
|||||
Average daily sales volumes (MMcfe/d)
|
4,131
|
|
|
4,076
|
|
|
1.3
|
|
||
|
|
|
|
|
|
|||||
Operating revenues:
|
|
|
|
|
|
|||||
Sales of natural gas, NGLs and oil
|
$
|
3,791,414
|
|
|
$
|
4,695,519
|
|
|
(19.3
|
)
|
Gain (loss) on derivatives not designated as hedges
|
616,634
|
|
|
(178,591
|
)
|
|
(445.3
|
)
|
||
Net marketing services and other
|
8,436
|
|
|
40,940
|
|
|
(79.4
|
)
|
||
Total operating revenues
|
$
|
4,416,484
|
|
|
$
|
4,557,868
|
|
|
(3.1
|
)
|
(a)
|
Includes Upper Devonian wells.
|
(b)
|
NGLs, ethane and oil were converted to Mcfe at a rate of six Mcfe per barrel.
|
|
Years Ended December 31,
|
|||||||||
|
2019
|
|
2018
|
|
%
|
|||||
|
(Thousands, unless otherwise noted)
|
|||||||||
Per Unit ($/Mcfe):
|
|
|
|
|
|
|||||
Gathering
|
$
|
0.56
|
|
|
$
|
0.54
|
|
|
3.7
|
|
Transmission
|
0.52
|
|
|
0.49
|
|
|
6.1
|
|
||
Processing
|
0.08
|
|
|
0.11
|
|
|
(27.3
|
)
|
||
Lease operating expenses (LOE), excluding production taxes
|
0.06
|
|
|
0.07
|
|
|
(14.3
|
)
|
||
Production taxes
|
0.05
|
|
|
0.06
|
|
|
(16.7
|
)
|
||
Exploration
|
—
|
|
|
—
|
|
|
—
|
|
||
Selling, general and administrative
|
0.17
|
|
|
0.19
|
|
|
(10.5
|
)
|
||
Production depletion
|
1.01
|
|
|
1.04
|
|
|
(2.9
|
)
|
||
|
|
|
|
|
|
|||||
Operating expenses:
|
|
|
|
|
|
|||||
Gathering
|
$
|
842,414
|
|
|
$
|
801,746
|
|
|
5.1
|
|
Transmission
|
784,534
|
|
|
729,537
|
|
|
7.5
|
|
||
Processing
|
125,804
|
|
|
165,718
|
|
|
(24.1
|
)
|
||
LOE, excluding production taxes
|
84,501
|
|
|
100,644
|
|
|
(16.0
|
)
|
||
Production taxes
|
69,284
|
|
|
95,131
|
|
|
(27.2
|
)
|
||
Exploration
|
7,223
|
|
|
6,765
|
|
|
6.8
|
|
||
Selling, general and administrative
|
253,006
|
|
|
284,220
|
|
|
(11.0
|
)
|
||
|
|
|
|
|
|
|||||
Production depletion
|
$
|
1,524,112
|
|
|
$
|
1,546,136
|
|
|
(1.4
|
)
|
Other depreciation and depletion
|
14,633
|
|
|
22,902
|
|
|
(36.1
|
)
|
||
Total depreciation and depletion
|
$
|
1,538,745
|
|
|
$
|
1,569,038
|
|
|
(1.9
|
)
|
|
Years Ended December 31,
|
||||||
|
2019
|
|
2018
|
||||
|
(Millions)
|
||||||
Reserve development
|
$
|
1,377
|
|
|
$
|
2,249
|
|
Land and lease
|
195
|
|
|
276
|
|
||
Capitalized overhead
|
77
|
|
|
130
|
|
||
Capitalized interest
|
24
|
|
|
29
|
|
||
Other production infrastructure
|
97
|
|
|
48
|
|
||
Other corporate items
|
3
|
|
|
7
|
|
||
Total capital expenditures from continuing operations
|
1,773
|
|
|
2,739
|
|
||
Midstream infrastructure (a)
|
—
|
|
|
733
|
|
||
Total capital expenditures
|
1,773
|
|
|
3,472
|
|
||
(Deduct) add non-cash items (b)
|
(171
|
)
|
|
260
|
|
||
Total cash capital expenditures
|
$
|
1,602
|
|
|
$
|
3,732
|
|
(a)
|
Midstream infrastructure capital expenditures are presented as discontinued operations. See Note 2 to the 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. The impact of accrued capital expenditures includes the reversal of the prior period accrual as well as the current period estimate. The year ended December 31, 2018 included $14.4 million of measurement period adjustments for 2017 acquisitions.
|
Rating Service
|
|
Senior Notes
|
|
Outlook
|
Moody's Investors Service (Moody's)
|
|
Ba1
|
|
Negative
|
Standard & Poor's Ratings Service (S&P)
|
|
BB+
|
|
Negative
|
Fitch Ratings Service (Fitch)
|
|
BB
|
|
Negative
|
|
2020 (a)
|
|
2021
|
|
2022
|
|
2023
|
|
2024
|
||||||||||
Swaps:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Volume (MMDth)
|
1,093
|
|
|
155
|
|
|
3
|
|
|
2
|
|
|
2
|
|
|||||
Average Price ($/Dth)
|
$
|
2.75
|
|
|
$
|
2.43
|
|
|
$
|
2.72
|
|
|
$
|
2.67
|
|
|
$
|
2.67
|
|
Calls – Net Short:
|
|
|
|
|
|
|
|
|
|
||||||||||
Volume (MMDth)
|
392
|
|
|
209
|
|
|
157
|
|
|
77
|
|
|
15
|
|
|||||
Average Short Strike Price ($/Dth)
|
$
|
2.99
|
|
|
$
|
2.82
|
|
|
$
|
2.79
|
|
|
$
|
2.96
|
|
|
$
|
3.11
|
|
Puts – Net Long:
|
|
|
|
|
|
|
|
|
|
||||||||||
Volume (MMDth)
|
154
|
|
|
157
|
|
|
135
|
|
|
69
|
|
|
15
|
|
|||||
Average Long Strike Price ($/Dth)
|
$
|
2.38
|
|
|
$
|
2.38
|
|
|
$
|
2.35
|
|
|
$
|
2.40
|
|
|
$
|
2.45
|
|
Fixed Price Sales (b):
|
|
|
|
|
|
|
|
|
|
||||||||||
Volume (MMDth)
|
15
|
|
|
65
|
|
|
4
|
|
|
3
|
|
|
—
|
|
|||||
Average Price ($/Dth)
|
$
|
2.76
|
|
|
$
|
2.50
|
|
|
$
|
2.38
|
|
|
$
|
2.38
|
|
|
$
|
—
|
|
(a)
|
Full year 2020.
|
(b)
|
The difference between the fixed price and NYMEX price is included in average differential presented in the Company's price reconciliation in the "Average Realized Price Reconciliation." The fixed price natural gas sales agreements can be physically or financially settled.
|
|
Total
|
|
2020
|
|
2021 – 2022
|
|
2023 – 2024
|
|
Thereafter
|
||||||||||
|
(Thousands)
|
||||||||||||||||||
Purchase obligations (a)
|
$
|
22,598,203
|
|
|
$
|
1,449,974
|
|
|
$
|
3,619,488
|
|
|
$
|
3,397,093
|
|
|
$
|
14,131,648
|
|
Long-term debt, including current portion (b)
|
4,020,259
|
|
|
1,016,204
|
|
|
1,534,736
|
|
|
22,083
|
|
|
1,447,236
|
|
|||||
Interest payments on debt (c)
|
634,504
|
|
|
135,792
|
|
|
200,795
|
|
|
125,409
|
|
|
172,508
|
|
|||||
Term Loan Facility borrowings (d)
|
1,000,000
|
|
|
—
|
|
|
1,000,000
|
|
|
—
|
|
|
—
|
|
|||||
Credit facility borrowings (d)
|
294,000
|
|
|
—
|
|
|
294,000
|
|
|
—
|
|
|
—
|
|
|||||
Operating lease obligations (e)
|
62,603
|
|
|
30,488
|
|
|
17,685
|
|
|
14,402
|
|
|
28
|
|
|||||
Other liabilities (f)
|
23,269
|
|
|
7,839
|
|
|
8,360
|
|
|
1,552
|
|
|
5,518
|
|
|||||
Total contractual obligations
|
$
|
28,632,838
|
|
|
$
|
2,640,297
|
|
|
$
|
6,675,064
|
|
|
$
|
3,560,539
|
|
|
$
|
15,756,938
|
|
(a)
|
Purchase obligations are primarily commitments for demand charges under existing long-term contracts and binding precedent agreements with various pipelines, some of which extend up to 20 years or longer. The Company has entered into agreements to release some of its capacity. Purchase obligations also include commitments for processing capacity in order to extract heavier liquid hydrocarbons from the natural gas stream. Purchase obligations excludes the New EQM Gathering Agreement signed on February 26, 2020.
|
(b)
|
See Note 10 to the Consolidated Financial Statements for a discussion of the Company's January 2020 senior notes issuance and February 2020 repayment of the Company's 2.50% senior notes and floating rate notes, which were both due in 2020.
|
(c)
|
Interest payments exclude interest related to the Term Loan Facility borrowings, credit facility borrowings and the floating rate notes as their interest rates are variable.
|
(d)
|
Term Loan Facility borrowings and credit facility borrowings were classified based on their termination dates.
|
(e)
|
See Note 15 to the Consolidated Financial Statements for a discussion of the Company's operating lease obligations.
|
(f)
|
Other liabilities are primarily commitments for estimated payouts for various liability stock award plans as of December 31, 2019. See "Critical Accounting Policies and Estimates" and Note 13 to the Consolidated Financial Statements for further discussion of factors that affect the ultimate amount of the payout of these obligations.
|
|
|
Page Reference
|
|
||
|
||
|
||
|
||
|
||
|
||
|
Description of the Matter
|
At December 31, 2019, the net book value of the Company's proved oil and natural gas properties was $12,592 million, and depreciation, depletion and amortization (DD&A) expense was $1,539 million for the year then ended. As described in Note 1, under the successful efforts method of accounting, DD&A is recorded on a cost center basis using the units-of-production method. Proved developed reserves, as estimated by the Company's internal engineers, are used to calculate depreciation of wells and related equipment and facilities and amortization of intangible drilling costs. Total proved reserves, also estimated by the Company's engineers, are used to calculate depletion on property acquisitions. Proved natural gas, natural gas liquids (NGLs) and oil reserve estimates are based on geological and engineering evaluations of in-place hydrocarbon volumes. Significant judgment is required by the Company's engineers in evaluating geological and engineering data when estimating proved natural gas, NGLs and oil reserves. Estimating reserves also requires the selection of inputs, including natural gas, NGLs and oil price assumptions, future operating and capital costs assumptions and tax rates by jurisdiction, among others. Because of the complexity involved in estimating natural gas, NGLs and oil reserves, management used independent engineers to audit the estimates prepared by the Company's internal engineers as of December 31, 2019.
Auditing the Company's DD&A calculation is especially complex because of the use of the work of the internal engineers and the independent engineers and the evaluation of management's determination of the inputs described above used by the specialists in estimating proved natural gas, NGLs and oil reserves.
|
|
|
How We Addressed the Matter in Our Audit
|
We obtained an understanding, evaluated the design and tested the operating effectiveness of the Company's controls over its process to calculate DD&A, including management's controls over the completeness and accuracy of the financial data provided to the specialists for use in estimating the proved natural gas, NGLs and oil reserves.
Our audit procedures included, among others, evaluating the professional qualifications and objectivity of the Company engineer primarily responsible for overseeing the preparation of the reserve estimates by the internal engineering staff and the independent engineers used to audit the estimates. In addition, in assessing whether we can use the work of the specialists we evaluated the completeness and accuracy of the financial data and inputs described above used by the specialists in estimating proved natural gas, NGLs and oil reserves by agreeing them to source documentation and we identified and evaluated corroborative and contrary evidence. For proved undeveloped reserves, we evaluated management's development plan for compliance with the SEC rule that undrilled locations are scheduled to be drilled within five years, unless specific circumstances justify a longer time, by assessing consistency of the development projections with the Company's drill plan and the availability of capital relative to the drill plan. We also tested the mathematical accuracy of the DD&A calculations, including comparing the proved natural gas, NGLs and oil reserves amounts used to the Company's reserve report.
|
Description of the Matter
|
As more fully described in Note 1 to the consolidated financial statements, the Company recorded an impairment charge of $1,036 million associated with its Ohio Utica long-lived asset grouping for the year ended December 31, 2019. The write-down to fair value was estimated based on the discounted future expected cash flows related to these assets and estimated proceeds from potentially selling the assets to a third-party. The determination of fair value included significant judgment and assumptions by management, including risk adjustments for probable reserves, future commodity prices, anticipated production volumes, future operating and development costs, inflation, a weighted average cost of capital (WACC) and estimated proceeds that could be realized upon a potential disposition.
Auditing the Company's impairment calculation involved a high degree of subjectivity as the determination of fair value was based on assumptions as described above about future market and economic conditions. In addition, the identification of proved properties and anticipated production volumes developed by the Company's engineering staff in conjunction with the reserve estimates described in the preceding critical audit matter, are used as inputs in the cash flow model.
|
|
|
How We Addressed the Matter in Our Audit
|
We obtained an understanding, evaluated the design, and tested the operating effectiveness of controls over the Company's process to estimate fair value for calculating the impairment charge. For example, we tested controls over management's assessment of the appropriateness of the significant assumptions outlined above that are inputs to the fair value calculation.
Our testing of the Company's estimate of fair value of its Ohio Utica long-lived assets included, among other procedures, evaluating the significant assumptions used and testing the completeness and accuracy of the underlying data. The audit effort involved the use of our valuation specialists to assist in evaluating the appropriateness of the methodology used in the cash flow model, as well as testing the significant market-related assumptions described above used to develop the fair value estimate. We evaluated the reasonableness of management's assumptions by comparing the key market-related assumptions (including future natural gas prices and WACC rates) used in the cash flow model to external market and third-party data and proved locations and anticipated production volumes to the reserve estimates audited by the independent engineers in conjunction with the reserves estimation process. We also performed sensitivity analyses and a retrospective comparison of forecasted cash flows to actual historical data. Additionally, we assessed the likelihood of a potential market transaction and if such a transaction were to occur the estimated potential proceeds from such a transaction.
|
|
2019
|
|
2018
|
|
2017
|
||||||
|
(Thousands, except per share amounts)
|
||||||||||
Operating revenues:
|
|
|
|
|
|
||||||
Sales of natural gas, natural gas liquids and oil
|
$
|
3,791,414
|
|
|
$
|
4,695,519
|
|
|
$
|
2,651,318
|
|
Gain (loss) on derivatives not designated as hedges
|
616,634
|
|
|
(178,591
|
)
|
|
390,021
|
|
|||
Net marketing services and other
|
8,436
|
|
|
40,940
|
|
|
49,681
|
|
|||
Total operating revenues
|
4,416,484
|
|
|
4,557,868
|
|
|
3,091,020
|
|
|||
Operating expenses:
|
|
|
|
|
|
|
|
|
|||
Transportation and processing
|
1,752,752
|
|
|
1,697,001
|
|
|
1,164,783
|
|
|||
Production
|
153,785
|
|
|
195,775
|
|
|
181,349
|
|
|||
Exploration
|
7,223
|
|
|
6,765
|
|
|
17,565
|
|
|||
Selling, general and administrative
|
253,006
|
|
|
284,220
|
|
|
208,986
|
|
|||
Depreciation and depletion
|
1,538,745
|
|
|
1,569,038
|
|
|
970,985
|
|
|||
Amortization of intangible assets
|
35,916
|
|
|
41,367
|
|
|
5,400
|
|
|||
Impairment/loss on sale/exchange of long-lived assets
|
1,138,287
|
|
|
2,709,976
|
|
|
—
|
|
|||
Impairment of intangible assets
|
15,411
|
|
|
—
|
|
|
—
|
|
|||
Impairment of goodwill
|
—
|
|
|
530,811
|
|
|
—
|
|
|||
Impairment and expiration of leases
|
556,424
|
|
|
279,708
|
|
|
7,552
|
|
|||
Proxy, transaction and reorganization
|
117,045
|
|
|
26,331
|
|
|
152,188
|
|
|||
Total operating expenses
|
5,568,594
|
|
|
7,340,992
|
|
|
2,708,808
|
|
|||
Operating (loss) income
|
(1,152,110
|
)
|
|
(2,783,124
|
)
|
|
382,212
|
|
|||
Unrealized loss on investment in Equitrans Midstream Corporation
|
336,993
|
|
|
72,366
|
|
|
—
|
|
|||
Dividend and other (income) expense
|
(91,483
|
)
|
|
(7,017
|
)
|
|
2,987
|
|
|||
Loss on debt extinguishment
|
—
|
|
|
—
|
|
|
12,641
|
|
|||
Interest expense
|
199,851
|
|
|
228,958
|
|
|
167,971
|
|
|||
(Loss) income from continuing operations before income taxes
|
(1,597,471
|
)
|
|
(3,077,431
|
)
|
|
198,613
|
|
|||
Income tax benefit
|
(375,776
|
)
|
|
(696,511
|
)
|
|
(1,188,416
|
)
|
|||
(Loss) income from continuing operations
|
(1,221,695
|
)
|
|
(2,380,920
|
)
|
|
1,387,029
|
|
|||
Income from discontinued operations, net of tax
|
—
|
|
|
373,762
|
|
|
471,113
|
|
|||
Net (loss) income
|
(1,221,695
|
)
|
|
(2,007,158
|
)
|
|
1,858,142
|
|
|||
Less: Net income from discontinued operations attributable to noncontrolling interests
|
—
|
|
|
237,410
|
|
|
349,613
|
|
|||
Net (loss) income attributable to EQT Corporation
|
$
|
(1,221,695
|
)
|
|
$
|
(2,244,568
|
)
|
|
$
|
1,508,529
|
|
|
|
|
|
|
|
||||||
Amounts attributable to EQT Corporation:
|
|
|
|
|
|
|
|
|
|||
(Loss) income from continuing operations
|
$
|
(1,221,695
|
)
|
|
$
|
(2,380,920
|
)
|
|
$
|
1,387,029
|
|
Income from discontinued operations, net of tax
|
—
|
|
|
136,352
|
|
|
121,500
|
|
|||
Net (loss) income
|
$
|
(1,221,695
|
)
|
|
$
|
(2,244,568
|
)
|
|
$
|
1,508,529
|
|
|
|
|
|
|
|
||||||
Earnings per share of common stock attributable to EQT Corporation:
|
|
|
|
|
|
|
|
|
|||
Basic:
|
|
|
|
|
|
|
|
|
|||
Weighted average common stock outstanding
|
255,141
|
|
|
260,932
|
|
|
187,380
|
|
|||
(Loss) income from continuing operations
|
$
|
(4.79
|
)
|
|
$
|
(9.12
|
)
|
|
$
|
7.40
|
|
Income from discontinued operations
|
—
|
|
|
0.52
|
|
|
0.65
|
|
|||
Net (loss) income
|
$
|
(4.79
|
)
|
|
$
|
(8.60
|
)
|
|
$
|
8.05
|
|
|
|
|
|
|
|
||||||
Diluted:
|
|
|
|
|
|
|
|
|
|||
Weighted average common stock outstanding
|
255,141
|
|
|
260,932
|
|
|
187,727
|
|
|||
(Loss) income from continuing operations
|
$
|
(4.79
|
)
|
|
$
|
(9.12
|
)
|
|
$
|
7.39
|
|
Income from discontinued operations
|
—
|
|
|
0.52
|
|
|
0.65
|
|
|||
Net (loss) income
|
$
|
(4.79
|
)
|
|
$
|
(8.60
|
)
|
|
$
|
8.04
|
|
|
2019
|
|
2018
|
|
2017
|
||||||
|
(Thousands)
|
||||||||||
Net (loss) income
|
$
|
(1,221,695
|
)
|
|
$
|
(2,007,158
|
)
|
|
$
|
1,858,142
|
|
|
|
|
|
|
|
||||||
Other comprehensive income (loss), net of tax:
|
|
|
|
|
|
|
|
|
|||
Net change in cash flow hedges:
|
|
|
|
|
|
|
|
|
|||
Natural gas, net of tax expense (benefit): $2,584 in 2018 and ($3,191) in 2017
|
—
|
|
|
(4,625
|
)
|
|
(4,982
|
)
|
|||
Interest rate, net of tax expense: $210, $80 and $105
|
387
|
|
|
168
|
|
|
144
|
|
|||
Other postretirement benefits liability adjustment, net of tax expense: $150, $510 and $193
|
316
|
|
|
606
|
|
|
338
|
|
|||
Change in accounting principle (a)
|
(496
|
)
|
|
—
|
|
|
—
|
|
|||
Other comprehensive income (loss)
|
207
|
|
|
(3,851
|
)
|
|
(4,500
|
)
|
|||
Comprehensive (loss) income
|
(1,221,488
|
)
|
|
(2,011,009
|
)
|
|
1,853,642
|
|
|||
Less: Comprehensive income from discontinued operations attributable to noncontrolling interests
|
—
|
|
|
237,410
|
|
|
349,613
|
|
|||
Comprehensive (loss) income attributable to EQT Corporation
|
$
|
(1,221,488
|
)
|
|
$
|
(2,248,419
|
)
|
|
$
|
1,504,029
|
|
(a)
|
Related to adoption of Accounting Standards Update (ASU) 2018-02. See Note 1.
|
|
2019
|
|
2018
|
|
2017
|
||||||
|
(Thousands)
|
||||||||||
Cash flows from operating activities:
|
|
|
|
|
|
|
|
|
|||
Net (loss) income
|
$
|
(1,221,695
|
)
|
|
$
|
(2,007,158
|
)
|
|
$
|
1,858,142
|
|
Adjustments to reconcile net (loss) income to net cash provided by operating activities:
|
|
|
|
|
|
|
|
|
|||
Deferred income tax benefit
|
(275,063
|
)
|
|
(510,405
|
)
|
|
(1,050,612
|
)
|
|||
Depreciation and depletion
|
1,538,745
|
|
|
1,729,739
|
|
|
1,077,559
|
|
|||
Amortization of intangible assets
|
35,916
|
|
|
77,374
|
|
|
10,940
|
|
|||
Impairment of long-lived assets and leases and exploratory well costs
|
1,710,122
|
|
|
2,989,684
|
|
|
20,327
|
|
|||
Impairment of goodwill
|
—
|
|
|
798,689
|
|
|
—
|
|
|||
Unrealized loss on investment in Equitrans Midstream Corporation
|
336,993
|
|
|
72,366
|
|
|
—
|
|
|||
Loss on debt extinguishment
|
—
|
|
|
—
|
|
|
12,641
|
|
|||
Amortization, accretion and other
|
23,296
|
|
|
(33,039
|
)
|
|
(25,934
|
)
|
|||
Share-based compensation expense
|
31,233
|
|
|
25,189
|
|
|
94,592
|
|
|||
(Gain) loss on derivatives not designated as hedges
|
(616,634
|
)
|
|
178,591
|
|
|
(390,021
|
)
|
|||
Cash settlements received (paid) on derivatives not designated as hedges
|
246,639
|
|
|
(225,279
|
)
|
|
40,728
|
|
|||
Net premiums received on derivative instruments
|
22,616
|
|
|
—
|
|
|
—
|
|
|||
Changes in other assets and liabilities:
|
|
|
|
|
|
|
|
||||
Accounts receivable
|
432,323
|
|
|
(439,062
|
)
|
|
(8,979
|
)
|
|||
Accounts payable
|
(238,674
|
)
|
|
457,113
|
|
|
(16,680
|
)
|
|||
Tax receivable
|
(167,281
|
)
|
|
(117,188
|
)
|
|
(12,285
|
)
|
|||
Other items, net
|
(6,832
|
)
|
|
(20,358
|
)
|
|
27,280
|
|
|||
Net cash provided by operating activities
|
1,851,704
|
|
|
2,976,256
|
|
|
1,637,698
|
|
|||
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|||
Capital expenditures
|
(1,602,454
|
)
|
|
(2,999,037
|
)
|
|
(1,559,051
|
)
|
|||
Cash paid for Rice Merger and other acquisitions (see Note 8), net of cash acquired
|
—
|
|
|
—
|
|
|
(2,379,229
|
)
|
|||
Capital expenditures for discontinued operations
|
—
|
|
|
(732,727
|
)
|
|
(380,151
|
)
|
|||
Net sales of trading securities
|
—
|
|
|
—
|
|
|
283,758
|
|
|||
Exploratory dry hole costs
|
—
|
|
|
—
|
|
|
(11,420
|
)
|
|||
Capital contributions to Mountain Valley Pipeline, LLC
|
—
|
|
|
(820,943
|
)
|
|
(159,550
|
)
|
|||
Proceeds from sale of assets
|
—
|
|
|
583,381
|
|
|
3,573
|
|
|||
Other investing activities
|
1,312
|
|
|
(9,778
|
)
|
|
—
|
|
|||
Net cash used in investing activities
|
(1,601,142
|
)
|
|
(3,979,104
|
)
|
|
(4,202,070
|
)
|
|||
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|||
Proceeds from borrowings on credit facility
|
2,978,750
|
|
|
8,637,500
|
|
|
2,063,000
|
|
|||
Repayment of borrowings on credit facility
|
(3,484,750
|
)
|
|
(8,953,500
|
)
|
|
(1,076,500
|
)
|
|||
Proceeds from borrowings on term loan facility
|
1,000,000
|
|
|
—
|
|
|
—
|
|
|||
Debt issuance costs and credit facility origination fees
|
(913
|
)
|
|
(40,966
|
)
|
|
(41,876
|
)
|
|||
Proceeds from issuance of debt
|
—
|
|
|
2,500,000
|
|
|
3,000,000
|
|
|||
Repayments and retirements of debt
|
(704,661
|
)
|
|
(8,376
|
)
|
|
(2,000,000
|
)
|
|||
Premiums paid on debt extinguishment
|
—
|
|
|
—
|
|
|
(89,363
|
)
|
|||
Dividends paid
|
(30,655
|
)
|
|
(31,375
|
)
|
|
(20,827
|
)
|
|||
Proceeds and excess tax benefits from awards under employee compensation plans
|
—
|
|
|
1,946
|
|
|
244
|
|
|||
Cash paid for taxes related to net settlement of share-based incentive awards
|
(7,224
|
)
|
|
(22,647
|
)
|
|
(72,116
|
)
|
|||
Repurchase and retirement of common stock
|
—
|
|
|
(538,876
|
)
|
|
—
|
|
|||
Repurchase of common stock
|
—
|
|
|
(27
|
)
|
|
(30
|
)
|
|||
Distributions to noncontrolling interests
|
—
|
|
|
(380,651
|
)
|
|
(236,123
|
)
|
|||
Contribution to Strike Force Midstream LLC by minority owner, net of distribution
|
—
|
|
|
—
|
|
|
6,738
|
|
|||
Acquisition of 25% of Strike Force Midstream LLC
|
—
|
|
|
(175,000
|
)
|
|
—
|
|
|||
Net cash transferred at Separation and Distribution
|
—
|
|
|
(129,008
|
)
|
|
—
|
|
|||
Net cash (used in) provided by financing activities
|
(249,453
|
)
|
|
859,020
|
|
|
1,533,147
|
|
|||
Net change in cash and cash equivalents
|
1,109
|
|
|
(143,828
|
)
|
|
(1,031,225
|
)
|
|||
Cash and cash equivalents at beginning of year
|
3,487
|
|
|
147,315
|
|
|
1,178,540
|
|
|||
Cash and cash equivalents at end of year
|
$
|
4,596
|
|
|
$
|
3,487
|
|
|
$
|
147,315
|
|
|
2019
|
|
2018
|
||||
|
(Thousands)
|
||||||
ASSETS
|
|
|
|
|
|
||
Current assets:
|
|
|
|
|
|
||
Cash and cash equivalents
|
$
|
4,596
|
|
|
$
|
3,487
|
|
Accounts receivable (less provision for doubtful accounts: $6,861 and $8,648)
|
610,088
|
|
|
1,241,843
|
|
||
Derivative instruments, at fair value
|
812,664
|
|
|
481,654
|
|
||
Tax receivable
|
298,854
|
|
|
131,573
|
|
||
Prepaid expenses and other
|
28,653
|
|
|
111,107
|
|
||
Total current assets
|
1,754,855
|
|
|
1,969,664
|
|
||
|
|
|
|
||||
Property, plant and equipment
|
21,655,351
|
|
|
22,148,012
|
|
||
Less: Accumulated depreciation and depletion
|
5,499,861
|
|
|
4,755,505
|
|
||
Net property, plant and equipment
|
16,155,490
|
|
|
17,392,507
|
|
||
|
|
|
|
||||
Intangible assets, net
|
26,006
|
|
|
77,333
|
|
||
Investment in Equitrans Midstream Corporation
|
676,009
|
|
|
1,013,002
|
|
||
Other assets
|
196,867
|
|
|
268,838
|
|
||
Total assets
|
$
|
18,809,227
|
|
|
$
|
20,721,344
|
|
|
|
|
|
||||
LIABILITIES AND SHAREHOLDERS' EQUITY
|
|
|
|
|
|
||
Current liabilities:
|
|
|
|
|
|
||
Current portion of debt
|
$
|
16,204
|
|
|
$
|
704,390
|
|
Accounts payable
|
796,438
|
|
|
1,059,873
|
|
||
Derivative instruments, at fair value
|
312,696
|
|
|
336,051
|
|
||
Other current liabilities
|
220,564
|
|
|
254,687
|
|
||
Total current liabilities
|
1,345,902
|
|
|
2,355,001
|
|
||
|
|
|
|
||||
Credit facility borrowings
|
294,000
|
|
|
800,000
|
|
||
Term loan facility borrowings
|
999,353
|
|
|
—
|
|
||
Senior notes
|
3,878,366
|
|
|
3,882,932
|
|
||
Note payable to EQM Midstream Partners, LP
|
105,056
|
|
|
110,059
|
|
||
Deferred income taxes
|
1,485,814
|
|
|
1,823,381
|
|
||
Other liabilities and credits
|
897,148
|
|
|
791,742
|
|
||
Total liabilities
|
9,005,639
|
|
|
9,763,115
|
|
||
|
|
|
|
||||
Shareholders' Equity:
|
|
|
|
|
|
||
Common stock, no par value, shares authorized: 320,000, shares issued: 257,003 and 257,225
|
7,818,205
|
|
|
7,828,554
|
|
||
Treasury stock, shares at cost: 1,832 and 2,753
|
(32,507
|
)
|
|
(49,194
|
)
|
||
Retained earnings
|
2,023,089
|
|
|
3,184,275
|
|
||
Accumulated other comprehensive loss
|
(5,199
|
)
|
|
(5,406
|
)
|
||
Total shareholders' equity
|
9,803,588
|
|
|
10,958,229
|
|
||
Total liabilities and shareholders' equity
|
$
|
18,809,227
|
|
|
$
|
20,721,344
|
|
|
Common Stock
|
|
|
|
|
|
Accumulated Other
Comprehensive (Loss) Income
|
|
Noncontrolling Interests in
Discontinued Operations
|
|
|
|||||||||||||||
|
Shares
|
|
No Par Value
|
|
Treasury Stock
|
|
Retained Earnings
|
|
|
|
Total Equity
|
|||||||||||||||
|
(Thousands, except per share or unit amounts)
|
|||||||||||||||||||||||||
Balance at December 31, 2016
|
172,827
|
|
|
$
|
3,440,185
|
|
|
$
|
(91,019
|
)
|
|
$
|
2,509,073
|
|
|
$
|
2,042
|
|
|
$
|
3,258,966
|
|
|
$
|
9,119,247
|
|
Comprehensive income, net of tax:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Net income
|
|
|
|
|
|
|
1,508,529
|
|
|
|
|
|
349,613
|
|
|
1,858,142
|
|
|||||||||
Net change in cash flow hedges:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Natural gas, net of tax: ($3,191)
|
|
|
|
|
|
|
|
|
|
|
|
(4,982
|
)
|
|
|
|
|
(4,982
|
)
|
|||||||
Interest rate, net of tax: $105
|
|
|
|
|
|
|
|
|
|
|
|
144
|
|
|
|
|
|
144
|
|
|||||||
Other postretirement benefits liability adjustment, net of tax: $193
|
|
|
|
|
|
|
|
|
|
|
|
338
|
|
|
|
|
|
338
|
|
|||||||
Dividends ($0.12 per share)
|
|
|
|
|
|
|
|
|
(20,827
|
)
|
|
|
|
|
|
|
|
(20,827
|
)
|
|||||||
Share-based compensation plans, net
|
580
|
|
|
(981
|
)
|
|
27,417
|
|
|
|
|
|
|
|
|
190
|
|
|
26,626
|
|
||||||
Distributions to noncontrolling interests in discontinued operations (a)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(236,123
|
)
|
|
(236,123
|
)
|
|||||||
Rice Merger, net of withholdings
|
90,914
|
|
|
5,949,729
|
|
|
|
|
|
|
|
|
1,715,611
|
|
|
7,665,340
|
|
|||||||||
Contribution from noncontrolling interest, net of distribution
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6,738
|
|
|
6,738
|
|
|||||||
Repurchase of common stock
|
(1
|
)
|
|
(30
|
)
|
|
|
|
|
|
|
|
|
|
|
|
(30
|
)
|
||||||||
Balance at December 31, 2017
|
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
|
|
|
|
|
|
|
|
|
(2,244,568
|
)
|
|
|
|
237,410
|
|
|
(2,007,158
|
)
|
||||||||
Net change in cash flow hedges:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Natural gas, net of tax: $2,584
|
|
|
|
|
|
|
|
|
|
|
(4,625
|
)
|
|
|
|
(4,625
|
)
|
|||||||||
Interest rate, net of tax: $80
|
|
|
|
|
|
|
|
|
|
|
168
|
|
|
|
|
168
|
|
|||||||||
Other postretirement benefits liability adjustment, net of tax: $510
|
|
|
|
|
|
|
|
|
|
|
606
|
|
|
|
|
606
|
|
|||||||||
Dividends ($0.12 per share)
|
|
|
|
|
|
|
|
|
(31,375
|
)
|
|
|
|
|
|
|
|
(31,375
|
)
|
|||||||
Share-based compensation plans, net
|
798
|
|
|
(6,976
|
)
|
|
14,408
|
|
|
|
|
|
|
953
|
|
|
8,385
|
|
||||||||
Distributions to noncontrolling interests in discontinued operations (a)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(380,651
|
)
|
|
(380,651
|
)
|
|||||||
Change in accounting principle
|
|
|
|
|
|
|
4,113
|
|
|
|
|
|
|
|
4,113
|
|
||||||||||
Repurchase and retirement of common stock
|
(10,646
|
)
|
|
(538,876
|
)
|
|
|
|
|
|
|
|
|
|
(538,876
|
)
|
||||||||||
Purchase of Strike Force Midstream LLC noncontrolling interests
|
|
|
1,818
|
|
|
|
|
|
|
|
|
(176,818
|
)
|
|
(175,000
|
)
|
||||||||||
Changes in ownership of consolidated subsidiaries
|
|
|
(158,560
|
)
|
|
|
|
|
|
|
|
214,930
|
|
|
56,370
|
|
||||||||||
Distribution of Equitrans Midstream Corporation
|
|
|
(857,755
|
)
|
|
|
|
1,459,330
|
|
|
903
|
|
|
(4,990,819
|
)
|
|
(4,388,341
|
)
|
||||||||
Balance at December 31, 2018
|
254,472
|
|
|
$
|
7,828,554
|
|
|
$
|
(49,194
|
)
|
|
$
|
3,184,275
|
|
|
$
|
(5,406
|
)
|
|
$
|
—
|
|
|
$
|
10,958,229
|
|
Comprehensive income, net of tax:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Net (loss)
|
|
|
|
|
|
|
|
|
(1,221,695
|
)
|
|
|
|
|
|
(1,221,695
|
)
|
|||||||||
Net change in interest rate cash flow hedges, net of tax: $210
|
|
|
|
|
|
|
|
|
|
|
387
|
|
|
|
|
387
|
|
|||||||||
Other postretirement benefits liability adjustment, net of tax: $150
|
|
|
|
|
|
|
|
|
|
|
316
|
|
|
|
|
316
|
|
|||||||||
Dividends ($0.12 per share)
|
|
|
|
|
|
|
|
|
(30,655
|
)
|
|
|
|
|
|
|
|
(30,655
|
)
|
|||||||
Share-based compensation plans
|
921
|
|
|
6,355
|
|
|
16,687
|
|
|
|
|
|
|
|
|
23,042
|
|
|||||||||
Change in accounting principle (b)
|
|
|
|
|
|
|
496
|
|
|
(496
|
)
|
|
|
|
—
|
|
||||||||||
Distribution of Equitrans Midstream Corporation (see Note 9)
|
|
|
(2,234
|
)
|
|
|
|
93,123
|
|
|
|
|
|
|
90,889
|
|
||||||||||
Other
|
(222
|
)
|
|
(14,470
|
)
|
|
|
|
(2,455
|
)
|
|
|
|
|
|
(16,925
|
)
|
|||||||||
Balance at December 31, 2019
|
255,171
|
|
|
$
|
7,818,205
|
|
|
$
|
(32,507
|
)
|
|
$
|
2,023,089
|
|
|
$
|
(5,199
|
)
|
|
$
|
—
|
|
|
$
|
9,803,588
|
|
(a)
|
For the year ended December 31, 2017, distributions to noncontrolling interests were $3.655 and $0.806 per common unit for EQM Midstream Partners, LP and EQGP Holdings, LP, respectively. For the year ended December 31, 2018, distributions to noncontrolling interests were $4.295, $1.123 and $0.5966 per common unit for EQM Midstream Partners, LP, EQGP Holdings, LP and RM Partners LP (formerly known as Rice Midstream Partners LP), respectively.
|
(b)
|
Related to adoption of ASU 2018-02. See Note 1.
|
|
December 31,
|
||||||
|
2019
|
|
2018
|
||||
|
(Thousands)
|
||||||
Oil and gas producing properties, successful efforts method
|
$
|
21,316,834
|
|
|
$
|
21,814,779
|
|
Less: Accumulated depreciation and depletion
|
5,402,515
|
|
|
4,666,212
|
|
||
Net oil and gas producing properties
|
15,914,319
|
|
|
17,148,567
|
|
||
Other properties, at cost less accumulated depreciation
|
241,171
|
|
|
243,940
|
|
||
Net property, plant and equipment
|
$
|
16,155,490
|
|
|
$
|
17,392,507
|
|
|
December 31,
|
||||||
|
2019
|
|
2018
|
||||
|
(Thousands)
|
||||||
Non-compete agreements
|
$
|
124,100
|
|
|
$
|
124,100
|
|
Less: Accumulated amortization
|
82,683
|
|
|
46,767
|
|
||
Less: Impairment of intangible assets (a)
|
15,411
|
|
|
—
|
|
||
Intangible assets, net
|
$
|
26,006
|
|
|
$
|
77,333
|
|
(a)
|
In 2019 the Company recognized impairment of its intangible assets associated with non-compete agreements for former Rice Energy executives who are now employees of the Company.
|
|
December 31,
|
||||||
|
2019
|
|
2018
|
||||
|
(Thousands)
|
||||||
Taxes other than income
|
$
|
57,850
|
|
|
$
|
75,978
|
|
Accrued interest payable
|
36,590
|
|
|
42,998
|
|
||
Current portion of operating lease liability
|
29,036
|
|
|
—
|
|
||
Incentive compensation
|
18,573
|
|
|
46,937
|
|
||
Severance accrual
|
11,769
|
|
|
8,893
|
|
||
Legal reserve
|
3,000
|
|
|
53,500
|
|
||
Other accrued liabilities
|
63,746
|
|
|
26,381
|
|
||
Total other current liabilities
|
$
|
220,564
|
|
|
$
|
254,687
|
|
|
December 31,
|
||||||
|
2019
|
|
2018
|
||||
|
(Thousands)
|
||||||
Balance at January 1
|
$
|
287,805
|
|
|
$
|
443,349
|
|
Accretion expense
|
13,733
|
|
|
17,513
|
|
||
Liabilities incurred
|
8,985
|
|
|
7,785
|
|
||
Liabilities settled
|
(3,569
|
)
|
|
(3,722
|
)
|
||
Liabilities assumed in the Rice Merger
|
—
|
|
|
27,999
|
|
||
Liabilities removed due to divestitures
|
(5,535
|
)
|
|
(231,936
|
)
|
||
Change in estimates
|
160,402
|
|
|
26,817
|
|
||
Balance at December 31
|
$
|
461,821
|
|
|
$
|
287,805
|
|
|
Years Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
|
(Thousands)
|
||||||||||
Cash paid (received) during the year for:
|
|
|
|
|
|
|
|
|
|||
Interest, net of amount capitalized
|
$
|
198,562
|
|
|
$
|
260,959
|
|
|
$
|
189,371
|
|
Income taxes, net
|
(1,710
|
)
|
|
(3,675
|
)
|
|
3,637
|
|
|||
|
|
|
|
|
|
||||||
Non-cash activity during the period for:
|
|
|
|
|
|
||||||
Changes in property, plant and equipment accruals
|
$
|
170,848
|
|
|
$
|
(274,219
|
)
|
|
$
|
4,439
|
|
Increase in asset retirement costs and obligations
|
169,387
|
|
|
34,602
|
|
|
143,578
|
|
|||
Increase in right-of-use lease assets and liabilities
|
113,350
|
|
|
—
|
|
|
—
|
|
|||
Capitalization of non-cash equity share-based compensation
|
—
|
|
|
4,314
|
|
|
8,993
|
|
|||
Assumption of net liabilities from current period acquisitions
|
—
|
|
|
—
|
|
|
10,004
|
|
|||
Measurement period adjustments for prior period acquisitions
|
—
|
|
|
14,377
|
|
|
(14,315
|
)
|
|||
Increase in capital contributions payable to Mountain Valley Pipeline, LLC
|
—
|
|
|
176,551
|
|
|
94,263
|
|
|
January 1, 2018 to November 12, 2018
|
|
Year Ended December 31, 2017
|
||||
|
|
||||||
|
(Thousands)
|
||||||
Operating revenues
|
$
|
388,854
|
|
|
$
|
279,422
|
|
Transportation and processing
|
(803,858
|
)
|
|
(604,025
|
)
|
||
Operation and maintenance
|
99,671
|
|
|
80,833
|
|
||
Selling, general and administrative
|
62,702
|
|
|
53,275
|
|
||
Depreciation
|
160,701
|
|
|
106,574
|
|
||
Impairment of goodwill (a)
|
267,878
|
|
|
—
|
|
||
Transaction costs
|
93,062
|
|
|
85,124
|
|
||
Amortization of intangible assets
|
36,007
|
|
|
5,540
|
|
||
Other income
|
51,014
|
|
|
26,610
|
|
||
Interest expense
|
88,300
|
|
|
34,801
|
|
||
Income from discontinued operations before income taxes
|
435,405
|
|
|
543,910
|
|
||
Income tax expense
|
61,643
|
|
|
72,797
|
|
||
Income from discontinued operations after income taxes
|
373,762
|
|
|
471,113
|
|
||
Less: Net income from discontinued operations attributable to noncontrolling interests
|
237,410
|
|
|
349,613
|
|
||
Net income from discontinued operations
|
$
|
136,352
|
|
|
$
|
121,500
|
|
(a)
|
Following the third quarter of 2018, and prior to the Separation and Distribution, indicators of goodwill impairment were identified in the form of the announced production curtailments, which could reduce the volumetric-based fee revenues of two reporting units to which the Company's goodwill was recorded. The two reporting units, Rice Retained Midstream and RMP PA Gas Gathering, were allocated to discontinued operations as a result of the Separation and Distribution. Both of these reporting units earned a substantial portion of their revenues from volumetric-based fees, which are sensitive to changes in development plans. In estimating the fair value of these reporting units, a combination of the income approach and the market approach was used. The discounted cash flow method income approach applies significant inputs that are not observable in the public market (Level 3), including estimates and assumptions related to future throughput volumes, operating costs, capital spending and changes in working capital. The comparable company method market approach evaluates the value of a company using metrics of other businesses of similar size and industry. The reference transaction method evaluates the value of a company based on pricing multiples derived from similar transactions entered into by similar companies.
|
|
January 1, 2018 to November 12, 2018
|
|
Year Ended December 31, 2017
|
||||
|
|
||||||
|
(Thousands)
|
||||||
Cash flows from operating activities:
|
|
|
|
||||
Deferred income tax (benefit) expense
|
$
|
(373,405
|
)
|
|
$
|
43,471
|
|
Depreciation
|
160,701
|
|
|
106,574
|
|
||
Amortization of intangibles
|
36,007
|
|
|
5,540
|
|
||
Impairment of goodwill
|
267,878
|
|
|
—
|
|
||
Other income
|
(51,450
|
)
|
|
(27,281
|
)
|
||
Share-based compensation expense
|
1,841
|
|
|
468
|
|
||
Cash flows from investing activities:
|
|
|
|
||||
Capital expenditures
|
(732,727
|
)
|
|
(380,151
|
)
|
||
Capital contributions to Mountain Valley Pipeline, LLC (a)
|
(820,943
|
)
|
|
(159,550
|
)
|
||
Cash flows from financing activities:
|
|
|
|
||||
Proceeds from issuance of debt
|
2,500,000
|
|
|
—
|
|
||
Increase in borrowings on credit facilities
|
3,378,500
|
|
|
544,084
|
|
||
Repayment of borrowings on credit facilities
|
(3,219,500
|
)
|
|
(344,000
|
)
|
||
Debt issuance costs and credit facility origination fees
|
(40,966
|
)
|
|
(2,257
|
)
|
||
Distributions to noncontrolling interests
|
(380,651
|
)
|
|
(236,123
|
)
|
||
Contribution to Strike Force Midstream LLC by minority owner, net of distribution
|
—
|
|
|
6,738
|
|
||
Acquisition of 25% of Strike Force Midstream LLC
|
(175,000
|
)
|
|
—
|
|
(a)
|
Mountain Valley Pipeline, LLC is a joint venture that is constructing the Mountain Valley Pipeline. EQM owns an interest in the joint venture and makes capital contributions to the joint venture.
|
|
Years Ended December 31,
|
||||||
|
2019
|
|
2018
|
||||
|
(Thousands)
|
||||||
Revenues from contracts with customers:
|
|
|
|
||||
Natural gas sales
|
$
|
3,559,809
|
|
|
$
|
4,217,684
|
|
NGLs sales
|
197,985
|
|
|
442,010
|
|
||
Oil sales
|
33,620
|
|
|
35,825
|
|
||
Net marketing services and other
|
—
|
|
|
13,865
|
|
||
Total revenues from contracts with customers
|
3,791,414
|
|
|
4,709,384
|
|
||
|
|
|
|
||||
Other sources of revenue:
|
|
|
|
||||
Net marketing services and other
|
8,436
|
|
|
27,075
|
|
||
Gain (loss) on derivatives not designated as hedges
|
616,634
|
|
|
(178,591
|
)
|
||
Total operating revenues
|
$
|
4,416,484
|
|
|
$
|
4,557,868
|
|
|
2020
|
|
2021
|
|
Total
|
||||||
|
(Thousands)
|
||||||||||
Natural gas sales
|
$
|
57,741
|
|
|
$
|
21,387
|
|
|
$
|
79,128
|
|
|
Gross derivative instruments recorded in the
Consolidated Balance Sheet
|
|
Derivative instruments
subject to master
netting agreements
|
|
Margin deposits
remitted to
counterparties
|
|
Net derivative
instruments
|
||||||||
December 31, 2019
|
(Thousands)
|
||||||||||||||
Asset derivative instruments at fair value
|
$
|
812,664
|
|
|
$
|
(226,116
|
)
|
|
$
|
—
|
|
|
$
|
586,548
|
|
Liability derivative instruments at fair value
|
312,696
|
|
|
(226,116
|
)
|
|
(12,606
|
)
|
|
73,974
|
|
||||
|
|
|
|
|
|
|
|
||||||||
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
|
|
|
|
|
Fair value measurements at reporting date using
|
||||||||||||
|
Gross derivative instruments recorded in the Consolidated Balance Sheets
|
|
Quoted prices in active markets
for identical assets
(Level 1)
|
|
Significant other
observable inputs
(Level 2)
|
|
Significant unobservable inputs
(Level 3)
|
||||||||
December 31, 2019
|
(Thousands)
|
||||||||||||||
Asset derivative instruments at fair value
|
$
|
812,664
|
|
|
$
|
95,041
|
|
|
$
|
717,623
|
|
|
$
|
—
|
|
Liability derivative instruments at fair value
|
312,696
|
|
|
71,107
|
|
|
241,589
|
|
|
—
|
|
||||
|
|
|
|
|
|
|
|
||||||||
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
|
|
|
—
|
|
|
Years Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
|
(Thousands)
|
||||||||||
Current:
|
|
|
|
|
|
|
|
|
|||
Federal
|
$
|
(106,487
|
)
|
|
$
|
(513,293
|
)
|
|
$
|
(89,149
|
)
|
State
|
5,774
|
|
|
(46,218
|
)
|
|
(5,184
|
)
|
|||
Subtotal
|
(100,713
|
)
|
|
(559,511
|
)
|
|
(94,333
|
)
|
|||
Deferred:
|
|
|
|
|
|
|
|
|
|||
Federal
|
(213,397
|
)
|
|
20,496
|
|
|
(1,039,769
|
)
|
|||
State
|
(61,666
|
)
|
|
(157,496
|
)
|
|
(54,314
|
)
|
|||
Subtotal
|
(275,063
|
)
|
|
(137,000
|
)
|
|
(1,094,083
|
)
|
|||
Total income tax benefit
|
$
|
(375,776
|
)
|
|
$
|
(696,511
|
)
|
|
$
|
(1,188,416
|
)
|
|
Years Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
|
(Thousands)
|
||||||||||
Tax at statutory rate
|
$
|
(335,469
|
)
|
|
$
|
(646,261
|
)
|
|
$
|
69,515
|
|
Federal tax law change
|
—
|
|
|
5,288
|
|
|
(1,205,140
|
)
|
|||
State income taxes
|
(119,659
|
)
|
|
(251,780
|
)
|
|
(57,414
|
)
|
|||
Valuation allowance
|
70,875
|
|
|
88,785
|
|
|
10,680
|
|
|||
Regulatory liability/asset
|
—
|
|
|
(276
|
)
|
|
10,488
|
|
|||
Federal tax credits
|
(7,908
|
)
|
|
(2,400
|
)
|
|
(34,956
|
)
|
|||
Goodwill impairment
|
—
|
|
|
111,470
|
|
|
—
|
|
|||
Other
|
16,385
|
|
|
(1,337
|
)
|
|
18,411
|
|
|||
Income tax benefit
|
$
|
(375,776
|
)
|
|
$
|
(696,511
|
)
|
|
$
|
(1,188,416
|
)
|
|
|
|
|
|
|
||||||
Effective tax rate
|
23.5
|
%
|
|
22.6
|
%
|
|
(598.4
|
)%
|
|
2019
|
|
2018
|
|
2017
|
||||||
|
(Thousands)
|
||||||||||
Balance at January 1
|
$
|
315,279
|
|
|
$
|
301,558
|
|
|
$
|
252,434
|
|
Additions for tax positions taken in current year
|
19,431
|
|
|
8,459
|
|
|
50,469
|
|
|||
Additions for tax positions taken in prior years
|
8,929
|
|
|
14,396
|
|
|
8,978
|
|
|||
Reductions for tax positions taken in prior years
|
(84,051
|
)
|
|
(9,134
|
)
|
|
(10,323
|
)
|
|||
Balance at December 31
|
$
|
259,588
|
|
|
$
|
315,279
|
|
|
$
|
301,558
|
|
|
December 31,
|
||||||
|
2019
|
|
2018
|
||||
|
(Thousands)
|
||||||
Deferred income taxes:
|
|
|
|
|
|
||
Total deferred income tax assets
|
$
|
(643,227
|
)
|
|
$
|
(549,969
|
)
|
Total deferred income tax liabilities
|
2,129,041
|
|
|
2,373,350
|
|
||
Total net deferred income tax liabilities
|
1,485,814
|
|
|
1,823,381
|
|
||
Total deferred income tax liabilities (assets):
|
|
|
|
|
|
||
Drilling and development costs expensed for income tax reporting
|
1,100,061
|
|
|
1,469,320
|
|
||
Tax depreciation in excess of book depreciation
|
974,520
|
|
|
904,030
|
|
||
Investment in Equitrans Midstream
|
(109,883
|
)
|
|
(10,359
|
)
|
||
Incentive compensation and deferred compensation plans
|
(16,923
|
)
|
|
(24,682
|
)
|
||
Net operating loss carryforwards
|
(635,446
|
)
|
|
(429,983
|
)
|
||
Alternative minimum tax credit carryforward
|
(190,992
|
)
|
|
(308,727
|
)
|
||
Federal tax credits
|
(59,854
|
)
|
|
(37,710
|
)
|
||
Unrealized gains (losses)
|
54,460
|
|
|
(28,096
|
)
|
||
Interest disallowance limitation
|
(46,776
|
)
|
|
(35,358
|
)
|
||
Other
|
(6,797
|
)
|
|
(26,462
|
)
|
||
Total excluding valuation allowances
|
1,062,370
|
|
|
1,471,973
|
|
||
Valuation allowances
|
423,444
|
|
|
351,408
|
|
||
Total net deferred income tax liabilities
|
$
|
1,485,814
|
|
|
$
|
1,823,381
|
|
|
December 31, 2019
|
|
December 31, 2018
|
||||||||||||||||||||
|
Principal Value
|
|
Carrying Value (a)
|
|
Fair Value (b)
|
|
Principal Value
|
|
Carrying Value (a)
|
|
Fair Value (b)
|
||||||||||||
|
(Thousands)
|
||||||||||||||||||||||
Term Loan Facility due May 31, 2021
|
$
|
1,000,000
|
|
|
$
|
999,353
|
|
|
$
|
999,353
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Senior notes:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
8.125% notes due June 1, 2019
|
—
|
|
|
—
|
|
|
—
|
|
|
700,000
|
|
|
699,729
|
|
|
712,663
|
|
||||||
Floating rate notes due October 1, 2020
|
500,000
|
|
|
499,238
|
|
|
500,290
|
|
|
500,000
|
|
|
498,222
|
|
|
490,730
|
|
||||||
2.50% notes due October 1, 2020
|
500,000
|
|
|
499,228
|
|
|
500,950
|
|
|
500,000
|
|
|
498,198
|
|
|
489,690
|
|
||||||
8.81% to 9.00% series A due 2020 – 2021
|
35,200
|
|
|
35,200
|
|
|
37,380
|
|
|
35,200
|
|
|
35,200
|
|
|
37,920
|
|
||||||
4.875% notes due November 15, 2021
|
750,000
|
|
|
747,571
|
|
|
774,173
|
|
|
750,000
|
|
|
746,245
|
|
|
762,555
|
|
||||||
3.00% notes due October 1, 2022
|
750,000
|
|
|
745,579
|
|
|
737,025
|
|
|
750,000
|
|
|
743,972
|
|
|
712,980
|
|
||||||
7.42% series B due 2023
|
10,000
|
|
|
10,000
|
|
|
10,788
|
|
|
10,000
|
|
|
10,000
|
|
|
10,666
|
|
||||||
7.75% debentures due July 15, 2026
|
115,000
|
|
|
111,727
|
|
|
129,466
|
|
|
115,000
|
|
|
111,229
|
|
|
128,808
|
|
||||||
3.90% notes due October 1, 2027
|
1,250,000
|
|
|
1,241,024
|
|
|
1,167,763
|
|
|
1,250,000
|
|
|
1,239,866
|
|
|
1,085,663
|
|
||||||
Note payable to EQM
|
110,059
|
|
|
110,059
|
|
|
128,241
|
|
|
114,720
|
|
|
114,720
|
|
|
121,752
|
|
||||||
Total debt
|
5,020,259
|
|
|
4,998,979
|
|
|
4,985,429
|
|
|
4,724,920
|
|
|
4,697,381
|
|
|
4,553,427
|
|
||||||
Less: Current portion of debt (c)
|
16,204
|
|
|
16,204
|
|
|
17,436
|
|
|
704,661
|
|
|
704,390
|
|
|
717,609
|
|
||||||
Long-term debt
|
$
|
5,004,055
|
|
|
$
|
4,982,775
|
|
|
$
|
4,967,993
|
|
|
$
|
4,020,259
|
|
|
$
|
3,992,991
|
|
|
$
|
3,835,818
|
|
(a)
|
For the note payable to EQM, the principal value represents the carrying value. For all other debt, the principal value less the unamortized debt issuance costs and debt discounts represents the carrying value.
|
(b)
|
The carrying value of borrowings under the Company's Term Loan Facility approximates fair value as the interest rates are based on prevailing market rates; therefore, it is a Level 1 fair value measurement. For the note payable to EQM, fair value is measured using Level 3 inputs. For all other debt, fair value is measured using Level 2 inputs.
|
(c)
|
The Floating Rate notes and 2.50% notes due in 2020 were classified as long-term due to the repayment in February 2020 described below.
|
|
December 31, 2019
|
|
|
(Thousands)
|
|
Possible future acquisitions
|
20,457
|
|
Stock compensation plans
|
15,478
|
|
Total
|
35,935
|
|
|
Natural gas cash flow hedges,
net of tax
|
|
Interest rate cash flow hedges,
net of tax
|
|
Other postretirement
benefits liability adjustment, net of tax
|
|
Accumulated
OCI (loss), net of tax
|
||||||||
|
(Thousands)
|
||||||||||||||
December 31, 2016
|
$
|
9,607
|
|
|
$
|
(699
|
)
|
|
$
|
(6,866
|
)
|
|
$
|
2,042
|
|
(Gains) losses reclassified from accumulated OCI, net of tax
|
(4,982
|
)
|
(a)
|
144
|
|
(a)
|
338
|
|
(b)
|
(4,500
|
)
|
||||
December 31, 2017
|
4,625
|
|
|
(555
|
)
|
|
(6,528
|
)
|
|
(2,458
|
)
|
||||
(Gains) losses reclassified from accumulated OCI, net of tax
|
(4,625
|
)
|
(a)
|
168
|
|
(a)
|
606
|
|
(b)
|
(3,851
|
)
|
||||
Distribution to Equitrans Midstream Corporation
|
—
|
|
|
—
|
|
|
903
|
|
|
903
|
|
||||
December 31, 2018
|
—
|
|
|
(387
|
)
|
|
(5,019
|
)
|
|
(5,406
|
)
|
||||
Losses reclassified from accumulated OCI, net of tax
|
—
|
|
|
387
|
|
(a)
|
316
|
|
(b)
|
703
|
|
||||
Change in accounting principle
|
—
|
|
|
—
|
|
|
(496
|
)
|
(c)
|
(496
|
)
|
||||
December 31, 2019
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(5,199
|
)
|
|
$
|
(5,199
|
)
|
(a)
|
Losses (gains), net of tax related to natural gas cash flow hedges were reclassified from accumulated OCI into operating revenues. Losses, net of tax related to interest rate cash flow hedges were reclassified from accumulated OCI into interest expense.
|
(b)
|
Noted accumulated OCI reclassification is attributable to the net actuarial loss and net prior service cost related to the Company's other postretirement benefits plan. See Note 1.
|
(c)
|
Related to adoption of ASU 2018-02. See Note 1.
|
|
Years Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
|
(Thousands)
|
||||||||||
2015 Executive Performance Incentive Program
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
5,348
|
|
2016 Incentive Performance Share Unit Program
|
—
|
|
|
6,863
|
|
|
13,077
|
|
|||
2017 Incentive Performance Share Unit Program
|
(681
|
)
|
|
2,467
|
|
|
5,038
|
|
|||
2018 Incentive Performance Share Unit Program
|
(952
|
)
|
|
4,742
|
|
|
—
|
|
|||
2019 Incentive Performance Share Unit Program
|
14,939
|
|
|
—
|
|
|
—
|
|
|||
2016 EQT Value Driver Performance Share Unit Award Program
|
—
|
|
|
—
|
|
|
3,341
|
|
|||
2017 EQT Value Driver Performance Share Unit Award Program
|
—
|
|
|
584
|
|
|
10,822
|
|
|||
2018 EQT Value Driver Performance Share Unit Award Program
|
(248
|
)
|
|
8,224
|
|
|
—
|
|
|||
2019 EQT Value Driver Performance Share Unit Award Program
|
3,624
|
|
|
—
|
|
|
—
|
|
|||
Restricted stock awards
|
14,430
|
|
|
14,503
|
|
|
87,104
|
|
|||
Non-qualified stock options
|
4,774
|
|
|
2,757
|
|
|
2,626
|
|
|||
Other programs, including non-employee director awards
|
2,257
|
|
|
3,014
|
|
|
1,005
|
|
|||
Less: Discontinued operations
|
—
|
|
|
(18,250
|
)
|
|
(15,595
|
)
|
|||
Total share-based compensation expense (a)
|
$
|
38,143
|
|
|
$
|
24,904
|
|
|
$
|
112,766
|
|
(a)
|
For the year ended December 31, 2019, share-based compensation expense of $28.6 million was included in proxy, transaction and reorganization expense.
|
•
|
the 2015 Executive Performance Incentive Plan (the 2015 Incentive PSU Program) under the 2014 Long-Term Incentive Plan (the 2014 LTIP);
|
•
|
the 2016 Incentive Performance Share Unit Program (the 2016 Incentive PSU Program) under the 2014 LTIP;
|
•
|
the 2017 Incentive Performance Share Unit Program (the 2017 Incentive PSU Program) under the 2014 LTIP;
|
•
|
the 2018 Incentive Performance Share Unit Program (the 2018 Incentive PSU Program) under the 2014 LTIP; and
|
•
|
the 2019 Incentive Performance Share Unit Program (the 2019 Incentive PSU Program) under the 2014 LTIP.
|
•
|
the level of total shareholder return relative to a predefined peer group; and
|
•
|
the cumulative total sales volume growth, in each case, over the performance period.
|
•
|
the level of total shareholder return relative to a predefined peer group;
|
•
|
the level of operating and development cost improvement; and
|
•
|
return on capital employed.
|
Incentive PSU Program
|
Settled In
|
Accounting Treatment
|
Fair Value (a)
|
Risk-Free Rate
|
Vested/Payment Date
|
Awards Paid
|
Value
(Millions)
|
Unvested/Expected Payment Date
|
Awards Outstanding
as of December 31, 2019 (b)
|
||||||
2015
|
Stock
|
Equity
|
$
|
141.11
|
|
1.10%
|
February 2018
|
274,767
|
|
$
|
38.8
|
|
N/A
|
N/A
|
|
2016
|
Stock
|
Equity
|
$
|
109.30
|
|
1.31%
|
February 2019
|
384,101
|
|
$
|
34.8
|
|
N/A
|
N/A
|
|
2017 (c)
|
Stock
|
Equity
|
$
|
120.60
|
|
1.47%
|
N/A
|
N/A
|
N/A
|
First Quarter of 2020
|
44,573
|
|
|||
2017 (d)
|
Cash
|
Liability
|
$
|
10.90
|
|
N/A
|
N/A
|
N/A
|
N/A
|
First Quarter of 2020
|
93,953
|
|
|||
2018 (e)
|
Stock
|
Equity
|
$
|
76.53
|
|
1.97%
|
N/A
|
N/A
|
N/A
|
First Quarter of 2021
|
107,340
|
|
|||
2018 (f)
|
Cash
|
Liability
|
$
|
11.81
|
|
1.58%
|
N/A
|
N/A
|
N/A
|
First Quarter of 2021
|
113,517
|
|
|||
2019 (g)
|
Stock
|
Equity
|
$
|
29.45
|
|
2.44%
|
N/A
|
N/A
|
N/A
|
First Quarter of 2022
|
463,380
|
|
|||
2019 (h)
|
Cash
|
Liability
|
$
|
14.21
|
|
1.57%
|
N/A
|
N/A
|
N/A
|
First Quarter of 2022
|
244,940
|
|
(a)
|
Information for the valuation of the liability plans is shown as of December 31, 2019.
|
(b)
|
Represents the number of outstanding units as of December 31, 2019 adjusted for forfeitures. The 2016 Incentive PSU Program settled in stock included 130,393 for Equitrans Midstream employees that was settled by the Company. The 2017 and 2018 Incentive PSU Programs to be settled in stock include 7,020 and 9,550 shares, respectively, for Equitrans Midstream employees that will be settled by the Company. The 2017 and 2018 Incentive PSU Programs to be settled in cash include 40,018 and 55,210 shares, respectively, for Equitrans Midstream employees that will be settled by the Company.
|
(c)
|
As of January 1, 2019, 44,573 units were outstanding under the 2017 Incentive PSU Program – Equity. There were no forfeitures in 2019 and 44,573 outstanding units as of December 31, 2019.
|
(d)
|
As of January 1, 2019, 105,018 units were outstanding under the 2017 Incentive PSU Program – Liability. Adjusting for 11,065 forfeitures, there were 93,953 outstanding units as of December 31, 2019.
|
(e)
|
As of January 1, 2019, 107,340 units were outstanding under the 2018 Incentive PSU Program – Equity. There were no forfeitures in 2019 and 107,340 total outstanding units as of December 31, 2018.
|
(f)
|
As of January 1, 2019, 124,820 units were outstanding under the 2018 Incentive PSU Program – Liability. Adjusting for 11,303 forfeitures, there were 113,517 outstanding units as of December 31, 2019.
|
(g)
|
A total of 463,380 units were granted under the 2019 Incentive PSU Program – Equity in 2019, and no additional units may be granted. There were no forfeitures in 2019 and 463,380 total outstanding units as of December 31, 2019.
|
(h)
|
A total of 255,920 units were granted under the 2019 Incentive PSU Program – Liability in 2019, and no additional units may be granted. Adjusting for 10,980 forfeitures, there were 244,940 outstanding units as of December 31, 2019.
|
|
Years Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
|
(Millions)
|
||||||||||
2015 Incentive PSU Program
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2.2
|
|
2016 Incentive PSU Program
|
—
|
|
|
2.1
|
|
|
4.4
|
|
|||
2017 Incentive PSU Program (liability only)
|
(1.4
|
)
|
|
1.0
|
|
|
1.7
|
|
|||
2018 Incentive PSU Program (liability only)
|
(0.3
|
)
|
|
0.6
|
|
|
—
|
|
|||
2019 Incentive PSU Program (liability only)
|
0.9
|
|
|
—
|
|
|
—
|
|
|
Incentive PSU Programs Issued During the Years Ended December 31,
|
||||||||||||||
|
2019
|
|
2019
|
|
2018
|
|
2018
|
|
2017
|
|
2017
|
|
2016
|
|
2015
|
Accounting Treatment
|
Liability (a)
|
|
Equity
|
|
Liability (a)
|
|
Equity
|
|
Liability (b)
|
|
Equity
|
|
Equity
|
|
Equity
|
Risk-free rate
|
1.57%
|
|
2.44%
|
|
1.58%
|
|
1.97%
|
|
N/A
|
|
1.47%
|
|
1.31%
|
|
1.10%
|
Dividend Yield (c)
|
N/A
|
|
N/A
|
|
N/A
|
|
N/A
|
|
N/A
|
|
N/A
|
|
N/A
|
|
N/A
|
Volatility factor
|
59.90%
|
|
54.60%
|
|
52.10%
|
|
32.60%
|
|
N/A
|
|
32.30%
|
|
28.43%
|
|
27.45%
|
Expected term
|
2 years
|
|
3 years
|
|
1 year
|
|
3 years
|
|
N/A
|
|
3 years
|
|
3 years
|
|
3 years
|
(a)
|
Information for the valuation of the liability plans is shown as of December 31, 2019.
|
(b)
|
The 2017 Incentive PSU Program – Liability award fair value per unit is equal to EQT common stock price on the measurement date.
|
(c)
|
Dividends paid from the beginning of the performance period will be cumulatively added as additional shares of common stock.
|
•
|
the 2016 Value Driver Performance Share Unit Award Program (the 2016 EQT VDPSU Program) under the 2014 LTIP;
|
•
|
the 2017 Value Driver Performance Share Unit Award Program (the 2017 EQT VDPSU Program) under the 2014 LTIP;
|
•
|
the 2018 Value Driver Performance Share Unit Award Program (the 2018 EQT VDPSU Program) under the 2014 LTIP; and
|
•
|
the 2019 Value Driver Performance Share Unit Award Program (the 2019 EQT VDPSU Program) under the 2014 LTIP.
|
EQT VDPSU Program
|
Settled In
|
Accounting Treatment
|
Fair Value per Unit (a)
|
Vested/Payment Date
|
Number of awards (including accrued dividends) or cash paid (Millions)
|
Unvested/Expected Payment Date
|
Awards Outstanding (including accrued dividends) as of December 31, 2019 (b)
|
|||||
2016 (c)
|
Cash
|
Liability
|
$
|
65.40
|
|
February 2017
|
$
|
21.3
|
|
N/A
|
N/A
|
|
$
|
56.92
|
|
February 2018
|
$
|
16.8
|
|
N/A
|
N/A
|
||||
2017
|
Cash
|
Liability
|
$
|
56.92
|
|
February 2018
|
$
|
14.0
|
|
N/A
|
N/A
|
|
$
|
18.89
|
|
February 2019
|
$
|
4.0
|
|
N/A
|
N/A
|
||||
2018
|
Cash
|
Liability
|
$
|
18.89
|
|
February 2019
|
$
|
4.9
|
|
N/A
|
N/A
|
|
$
|
10.90
|
|
N/A
|
N/A
|
Second tranche first quarter of 2020
|
185,976
|
|
|||||
2019 (d)
|
Cash
|
Liability
|
$
|
10.90
|
|
N/A
|
N/A
|
First tranche
first quarter of 2020
|
169,417
|
|
||
N/A
|
N/A
|
N/A
|
Second tranche first quarter of 2021
|
170,180
|
|
(a)
|
For liability awards, the fair value per unit is equal to EQT common stock price on the measurement date.
|
(b)
|
The 2017 EQT VDPSU Program and 2018 EQT VDPSU Program include 95,452 and 130,355 awards, respectively, for Equitrans Midstream employees that will be settled by the Company.
|
(c)
|
In addition to the $21.3 million in awards paid in February 2017, $0.2 million in awards were paid in 2017 in accordance with employee separation agreements.
|
(d)
|
The total liability recorded for the 2019 EQT VDPSU Program was $2.8 million as of December 31, 2019.
|
|
Years Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
|
(Millions)
|
||||||||||
2016 EQT VDPSU Program
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
7.0
|
|
2017 EQT VDPSU Program
|
—
|
|
|
0.1
|
|
|
10.3
|
|
|||
2018 EQT VDPSU Program
|
0.1
|
|
|
3.3
|
|
|
—
|
|
|||
2019 EQT VDPSU Program
|
2.4
|
|
|
—
|
|
|
—
|
|
Restricted Stock
|
|
Nonvested Shares (a)
|
|
Weighted Average
Fair Value
|
|
Aggregate Fair Value
|
|||||
Outstanding at January 1, 2019
|
|
192,782
|
|
|
$
|
59.79
|
|
|
$
|
11,525,593
|
|
Granted
|
|
613,440
|
|
|
17.42
|
|
|
10,685,274
|
|
||
Vested
|
|
(487,509
|
)
|
|
24.33
|
|
|
(11,862,608
|
)
|
||
Forfeited
|
|
(7,716
|
)
|
|
35.16
|
|
|
(271,295
|
)
|
||
Outstanding at December 31, 2019
|
|
310,997
|
|
|
$
|
32.40
|
|
|
$
|
10,076,964
|
|
(a)
|
Nonvested shares outstanding at December 31, 2019 included 71,313 shares for Equitrans Midstream employees that will be settled by the Company.
|
|
Years Ended December 31,
|
||||||||||
|
2019 (a)
|
|
2018
|
|
2017 (a)
|
||||||
Risk-free interest rate
|
2.48
|
%
|
|
2.25
|
%
|
|
1.95
|
%
|
|||
Dividend yield
|
0.46
|
%
|
|
0.20
|
%
|
|
0.18
|
%
|
|||
Volatility factor
|
27.97
|
%
|
|
26.46
|
%
|
|
27.45
|
%
|
|||
Expected term
|
5 years
|
|
|
5 years
|
|
|
5 years
|
|
|||
Number of Options Granted
|
779,300
|
|
|
287,800
|
|
|
153,700
|
|
|||
Weighted Average Grant Date Fair Value
|
$
|
5.31
|
|
|
$
|
15.39
|
|
|
$
|
17.47
|
|
Total Intrinsic Value of Options Exercised (Millions)
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1.7
|
|
(a)
|
There were two grant dates for the 2019 and 2017 options. Amounts shown represent weighted average.
|
Non-Qualified Stock Options
|
|
Shares
|
|
Weighted Average
Exercise Price
|
|
Weighted Average
Remaining Contractual Term
|
|
Aggregate Intrinsic Value
|
|||||
Outstanding at January 1, 2019
|
|
1,775,429
|
|
|
$
|
32.43
|
|
|
|
|
|
||
Granted
|
|
779,300
|
|
|
19.11
|
|
|
|
|
|
|||
Outstanding at December 31, 2019
|
|
2,554,729
|
|
|
$
|
28.37
|
|
|
5.94 years
|
|
$
|
—
|
|
Exercisable at December 31, 2019
|
|
2,447,020
|
|
|
$
|
28.75
|
|
|
5.81 years
|
|
$
|
—
|
|
|
Year Ended
December 31, 2019 |
||
|
(Thousands)
|
||
Operating lease costs
|
$
|
57,517
|
|
Variable lease costs (a)
|
17,143
|
|
|
Total lease costs (b)
|
$
|
74,660
|
|
(a)
|
Includes short-term lease costs.
|
(b)
|
Includes drilling rig lease costs capitalized to property, plant and equipment of $58.5 million, of which $48.1 million are operating lease costs.
|
|
December 31, 2019
|
||
|
(Thousands)
|
||
2020
|
$
|
30,488
|
|
2021
|
9,186
|
|
|
2022
|
8,499
|
|
|
2023
|
8,417
|
|
|
2024
|
5,985
|
|
|
Thereafter
|
28
|
|
|
Total lease payments
|
62,603
|
|
|
Less: Interest
|
(3,618
|
)
|
|
Present value of lease liabilities
|
$
|
58,985
|
|
|
Three Months Ended
|
||||||||||||||
|
March 31
|
|
June 30
|
|
September 30
|
|
December 31
|
||||||||
2019
|
(Thousands, except per share amounts)
|
||||||||||||||
Total operating revenues
|
$
|
1,143,173
|
|
|
$
|
1,310,252
|
|
|
$
|
951,576
|
|
|
$
|
1,011,483
|
|
Operating income (loss)
|
175,456
|
|
|
296,030
|
|
|
(161,529
|
)
|
|
(1,462,067
|
)
|
||||
Net income (loss) attributable to EQT Corporation (a)
|
190,691
|
|
|
125,566
|
|
|
(361,028
|
)
|
|
(1,176,924
|
)
|
||||
|
|
|
|
|
|
|
|
||||||||
Earnings per share of common stock attributable to EQT Corporation:
|
|
|
|
|
|
|
|||||||||
Basic and diluted net income (loss) (b)
|
$
|
0.75
|
|
|
$
|
0.49
|
|
|
$
|
(1.41
|
)
|
|
$
|
(4.61
|
)
|
|
|
|
|
|
|
|
|
||||||||
2018
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total operating revenues
|
$
|
1,312,036
|
|
|
$
|
950,648
|
|
|
$
|
1,050,046
|
|
|
$
|
1,245,138
|
|
Operating loss
|
(1,950,332
|
)
|
|
(114,650
|
)
|
|
(147,451
|
)
|
|
(570,691
|
)
|
||||
Amounts attributable to EQT Corporation:
|
|
|
|
|
|
|
|
||||||||
Loss from continuing operations
|
$
|
(1,578,533
|
)
|
|
$
|
(76,978
|
)
|
|
$
|
(127,347
|
)
|
|
$
|
(598,062
|
)
|
(Loss) income from discontinued operations, net of tax
|
(7,461
|
)
|
|
94,784
|
|
|
87,654
|
|
|
(38,625
|
)
|
||||
Net (loss) income attributable to EQT Corporation
|
$
|
(1,585,994
|
)
|
|
$
|
17,806
|
|
|
$
|
(39,693
|
)
|
|
$
|
(636,687
|
)
|
|
|
|
|
|
|
|
|
||||||||
Earnings per share of common stock attributable to EQT Corporation:
|
|
|
|
|
|
|
|||||||||
Basic and diluted:
|
|
|
|
|
|
|
|
||||||||
Loss from continuing operations
|
$
|
(5.96
|
)
|
|
$
|
(0.29
|
)
|
|
$
|
(0.49
|
)
|
|
$
|
(2.35
|
)
|
(Loss) income from discontinued operations
|
(0.03
|
)
|
|
0.36
|
|
|
0.34
|
|
|
(0.15
|
)
|
||||
Net (loss) income
|
$
|
(5.99
|
)
|
|
$
|
0.07
|
|
|
$
|
(0.15
|
)
|
|
$
|
(2.50
|
)
|
(a)
|
Includes impairment of long-lived assets of $1,124.4 million recognized for the three months ended December 31, 2019. See Note 1.
|
(b)
|
Quarterly net income (loss) per share amounts are standalone calculations and may not be additive to full-year amounts due to rounding and changes in outstanding shares.
|
|
Years Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
|
(Thousands)
|
||||||||||
Capitalized costs
|
|
|
|
|
|
||||||
Proved properties
|
$
|
17,994,820
|
|
|
$
|
17,648,731
|
|
|
$
|
18,920,855
|
|
Unproved properties
|
3,322,014
|
|
|
4,166,048
|
|
|
5,016,299
|
|
|||
Total capitalized costs
|
21,316,834
|
|
|
21,814,779
|
|
|
23,937,154
|
|
|||
Less: Accumulated depreciation and depletion
|
5,402,515
|
|
|
4,666,212
|
|
|
5,121,646
|
|
|||
Net capitalized costs
|
$
|
15,914,319
|
|
|
$
|
17,148,567
|
|
|
$
|
18,815,508
|
|
|
Years Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
|
(Thousands)
|
||||||||||
Costs incurred (a)
|
|
|
|
|
|
||||||
Property acquisition:
|
|
|
|
|
|
|
|
|
|||
Proved properties (b)
|
$
|
40,316
|
|
|
$
|
77,099
|
|
|
$
|
5,251,711
|
|
Unproved properties (c)
|
154,128
|
|
|
198,854
|
|
|
3,310,995
|
|
|||
Exploration (d)
|
7,223
|
|
|
1,708
|
|
|
15,505
|
|
|||
Development
|
1,560,346
|
|
|
2,443,980
|
|
|
1,357,165
|
|
(a)
|
Amounts exclude capital expenditures for facilities and information technology.
|
(b)
|
Amounts in 2018 include $5.2 million and $9.2 million for the purchase of Marcellus and Utica wells, respectively, including the impact of measurement period adjustments for the 2017 acquisitions discussed in Note 8. Amounts in 2017 include $2,530.4 million and $1,192.0 million for the purchase of Marcellus wells and leases, respectively, acquired in the 2017 acquisitions discussed in Note 8, including the impact of measurement period adjustments for 2016 acquisitions. Amounts in 2017 also include $1,228.6 million and $0.3 million for the purchase of Utica wells and leases, respectively, acquired in the 2017 acquisitions discussed in Note 8.
|
(c)
|
Amounts in 2017 include $2,625.1 million and $0.5 million for the purchase of Marcellus leases and Utica leases, respectively, acquired in the 2017 acquisitions discussed in Note 8.
|
(d)
|
Amounts include capitalizable exploratory costs and exploration expense, excluding impairments.
|
|
Years Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
|
(Thousands)
|
||||||||||
Sales of natural gas, NGLs and oil
|
$
|
3,791,414
|
|
|
$
|
4,695,519
|
|
|
$
|
2,651,318
|
|
Transportation and processing
|
1,752,752
|
|
|
1,697,001
|
|
|
1,164,783
|
|
|||
Production
|
153,785
|
|
|
195,775
|
|
|
181,349
|
|
|||
Exploration
|
7,223
|
|
|
6,765
|
|
|
17,565
|
|
|||
Depreciation and depletion
|
1,538,745
|
|
|
1,569,038
|
|
|
970,985
|
|
|||
Impairment/loss on sale/exchange of long-lived assets
|
1,138,287
|
|
|
2,709,976
|
|
|
—
|
|
|||
Impairment and expiration of leases
|
556,424
|
|
|
279,708
|
|
|
7,552
|
|
|||
Income tax (benefit) expense
|
(340,843
|
)
|
|
(454,009
|
)
|
|
121,359
|
|
|||
Results of operations from producing activities, excluding corporate overhead
|
$
|
(1,014,959
|
)
|
|
$
|
(1,308,735
|
)
|
|
$
|
187,725
|
|
|
Years Ended December 31,
|
|||||||
|
2019
|
|
2018
|
|
2017
|
|||
|
(MMcf)
|
|||||||
Natural gas, NGLs and oil
|
|
|
|
|
|
|||
Proved developed and undeveloped reserves:
|
|
|
|
|
|
|||
Balance at January 1
|
21,816,776
|
|
|
21,445,667
|
|
|
13,508,407
|
|
Revision of previous estimates
|
(4,907,239
|
)
|
|
(1,124,904
|
)
|
|
(2,766,981
|
)
|
Purchase of hydrocarbons in place
|
—
|
|
|
—
|
|
|
9,389,638
|
|
Sale of hydrocarbons in place
|
—
|
|
|
(1,748,557
|
)
|
|
(2,646
|
)
|
Extensions, discoveries and other additions
|
2,067,753
|
|
|
4,739,233
|
|
|
2,225,141
|
|
Production
|
(1,507,896
|
)
|
|
(1,494,663
|
)
|
|
(907,892
|
)
|
Balance at December 31
|
17,469,394
|
|
|
21,816,776
|
|
|
21,445,667
|
|
Proved developed reserves:
|
|
|
|
|
|
|||
Balance at January 1
|
11,550,161
|
|
|
11,297,956
|
|
|
6,842,958
|
|
Balance at December 31
|
12,443,987
|
|
|
11,550,161
|
|
|
11,297,956
|
|
Proved undeveloped reserves:
|
|
|
|
|
|
|||
Balance at January 1
|
10,266,615
|
|
|
10,147,711
|
|
|
6,665,449
|
|
Balance at December 31
|
5,025,407
|
|
|
10,266,615
|
|
|
10,147,711
|
|
|
Years Ended December 31,
|
|||||||
|
2019
|
|
2018
|
|
2017
|
|||
|
(MMcf)
|
|||||||
Natural gas
|
|
|
|
|
|
|
|
|
Proved developed and undeveloped reserves:
|
|
|
|
|
|
|
|
|
Balance at January 1
|
20,805,452
|
|
|
19,830,236
|
|
|
12,331,867
|
|
Revision of previous estimates
|
(4,722,799
|
)
|
|
(960,285
|
)
|
|
(2,760,467
|
)
|
Purchase of natural gas in place
|
—
|
|
|
—
|
|
|
8,890,145
|
|
Sale of natural gas in place
|
—
|
|
|
(1,331,391
|
)
|
|
(1,210
|
)
|
Extensions, discoveries and other additions
|
2,029,683
|
|
|
4,659,835
|
|
|
2,164,578
|
|
Production
|
(1,435,134
|
)
|
|
(1,392,943
|
)
|
|
(794,677
|
)
|
Balance at December 31
|
16,677,202
|
|
|
20,805,452
|
|
|
19,830,236
|
|
Proved developed reserves:
|
|
|
|
|
|
|||
Balance at January 1
|
10,887,953
|
|
|
10,152,543
|
|
|
6,074,958
|
|
Balance at December 31
|
11,811,521
|
|
|
10,887,953
|
|
|
10,152,543
|
|
Proved undeveloped reserves:
|
|
|
|
|
|
|||
Balance at January 1
|
9,917,499
|
|
|
9,677,693
|
|
|
6,256,909
|
|
Balance at December 31
|
4,865,681
|
|
|
9,917,499
|
|
|
9,677,693
|
|
|
Years Ended December 31,
|
|||||||
|
2019
|
|
2018
|
|
2017
|
|||
|
(Mbbl)
|
|||||||
NGLs
|
|
|
|
|
|
|||
Proved developed and undeveloped reserves:
|
|
|
|
|
|
|||
Balance at January 1
|
162,395
|
|
|
258,507
|
|
|
189,695
|
|
Revision of previous estimates
|
(30,312
|
)
|
|
(33,653
|
)
|
|
(6,189
|
)
|
Purchase of NGLs in place
|
—
|
|
|
—
|
|
|
82,894
|
|
Sale of NGLs in place
|
—
|
|
|
(59,080
|
)
|
|
(100
|
)
|
Extensions, discoveries and other additions
|
6,177
|
|
|
12,895
|
|
|
10,084
|
|
Production
|
(11,305
|
)
|
|
(16,274
|
)
|
|
(17,877
|
)
|
Balance at December 31
|
126,955
|
|
|
162,395
|
|
|
258,507
|
|
Proved developed reserves:
|
|
|
|
|
|
|||
Balance at January 1
|
106,879
|
|
|
180,170
|
|
|
121,605
|
|
Balance at December 31
|
100,945
|
|
|
106,879
|
|
|
180,170
|
|
Proved undeveloped reserves:
|
|
|
|
|
|
|||
Balance at January 1
|
55,516
|
|
|
78,337
|
|
|
68,090
|
|
Balance at December 31
|
26,010
|
|
|
55,516
|
|
|
78,337
|
|
|
Years Ended December 31,
|
|||||||
|
2019
|
|
2018
|
|
2017
|
|||
|
(Mbbl)
|
|||||||
Oil
|
|
|
|
|
|
|||
Proved developed and undeveloped reserves:
|
|
|
|
|
|
|||
Balance at January 1
|
6,159
|
|
|
10,731
|
|
|
6,395
|
|
Revision of previous estimates
|
(428
|
)
|
|
6,217
|
|
|
5,103
|
|
Purchase of oil in place
|
—
|
|
|
—
|
|
|
355
|
|
Sale of oil in place
|
—
|
|
|
(10,447
|
)
|
|
(139
|
)
|
Extensions, discoveries and other additions
|
168
|
|
|
338
|
|
|
9
|
|
Production
|
(822
|
)
|
|
(680
|
)
|
|
(992
|
)
|
Balance at December 31
|
5,077
|
|
|
6,159
|
|
|
10,731
|
|
Proved developed reserves:
|
|
|
|
|
|
|||
Balance at January 1
|
3,489
|
|
|
10,731
|
|
|
6,395
|
|
Balance at December 31
|
4,466
|
|
|
3,489
|
|
|
10,731
|
|
Proved undeveloped reserves:
|
|
|
|
|
|
|||
Balance at January 1
|
2,670
|
|
|
—
|
|
|
—
|
|
Balance at December 31
|
611
|
|
|
2,670
|
|
|
—
|
|
•
|
Conversions into 2,646 Bcfe of proved undeveloped reserves to proved developed reserves.
|
•
|
Extensions, discoveries and other additions of 2,068 Bcfe, which exceeded 2019 production of 1,508 Bcfe. Extensions, discoveries and other additions included an increase of 1,796 Bcfe from proved undeveloped additions associated with acreage that was previously unproved, but became proved due to 2019 reserve development that expanded the number of the Company's technically proven locations, implementation of, and alignment with, the Company's combo-development strategy and revisions to the Company's five-year drilling plan; 156 Bcfe from converting unproved reserves to proved developed reserves; and 116 Bcfe from extension of proved undeveloped reserves lateral lengths.
|
•
|
Negative revisions of 4,508 Bcfe from proved undeveloped locations that are no longer expected to be developed within five years of initial booking as proved reserves as a result of implementation of the Company's combo-development strategy, which has refocused operations in the Company's core assets and driven execution of new development sequencing processes that emphasize productivity. While these efforts are expected to result in decreased well costs, they negatively impact proved undeveloped reserves as a result of (i) derecognizing previously-recorded proved undeveloped
|
•
|
Conversions into 2,722 Bcfe of proved undeveloped reserves to proved developed reserves.
|
•
|
Extensions, discoveries and other additions of 4,739 Bcfe, which exceeded 2018 production of 1,495 Bcfe. Extensions, discoveries and other additions included an increase of 315 Bcfe from proved developed reserves extensions from reservoirs underlying acreage not previously booked as proved in the Company's Ohio, Pennsylvania and West Virginia Marcellus fields; 886 Bcfe from proved undeveloped reserves extensions from acreage proved by drilling activity in the Company's Ohio, Pennsylvania and West Virginia Marcellus fields; and 3,538 Bcfe from other proved undeveloped additions associated with acreage that was excluded from prior year proved reserves bookings, but subsequently became proved due to inclusion within the Company's five-year drilling plan.
|
•
|
Negative revisions of 1,273 Bcfe from proved undeveloped locations that are no longer expected to be developed within five years of initial booking as proved reserves as a result of changes in the Company's future development plans to focus more heavily on developing the Company's core Pennsylvania assets.
|
•
|
Upward revisions of 148 Bcfe from proved developed locations, due primarily to increased reserves from producing wells and improved commodity prices.
|
•
|
Sale of hydrocarbons in place of 1,749 Bcfe due to the 2018 Divestitures described in Note 7.
|
•
|
Conversions into 987 Bcfe of proved undeveloped reserves to proved developed reserves.
|
•
|
Increase of 3,330 Bcfe and 6,060 Bcfe associated with the acquisition of proved developed reserves and proved undeveloped reserves, respectively, in the Marcellus, Upper Devonian and Utica plays.
|
•
|
Extensions, discoveries and other additions of 2,225 Bcfe, which exceeded the 2017 production of 908 Bcfe. Extensions, discoveries and other additions included an increase of 300 Bcfe from proved developed reserves extensions from reservoirs underlying acreage not previously booked as proved in the Company's Ohio, Pennsylvania and West Virginia Marcellus fields; 893 Bcfe from proved undeveloped reserves extensions from acreage proved by drilling activity in the Company's Ohio, Pennsylvania and West Virginia Marcellus fields; and 1,032 Bcfe from other proved undeveloped additions associated with acreage that was excluded from prior year proved reserves bookings, but subsequently became proved due to inclusion within the Company's five-year drilling plan.
|
•
|
Negative revisions of 3,522 Bcfe from proved undeveloped locations, of which 3,074 Bcfe was from proved undeveloped locations that are no longer expected to be developed within five years of initial booking as proved reserves as a result of the Company's acquisition of new acreage.
|
•
|
Upward revisions of 477 Bcfe from proved developed locations, due primarily to increased reserves from producing wells.
|
•
|
Upward revisions of 278 Bcfe associated with previously booked locations whose economic lives had been extended due to improved commodity prices.
|
|
December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
|
(Thousands)
|
||||||||||
Future cash inflows (a)
|
$
|
42,499,686
|
|
|
$
|
60,603,624
|
|
|
$
|
51,423,920
|
|
Future production costs (b)
|
(19,114,076
|
)
|
|
(20,463,567
|
)
|
|
(18,379,892
|
)
|
|||
Future development costs
|
(2,617,731
|
)
|
|
(5,854,503
|
)
|
|
(5,637,676
|
)
|
|||
Future income tax expenses
|
(3,013,667
|
)
|
|
(6,823,621
|
)
|
|
(5,811,125
|
)
|
|||
Future net cash flow
|
17,754,212
|
|
|
27,461,933
|
|
|
21,595,227
|
|
|||
10% annual discount for estimated timing of cash flows
|
(9,261,539
|
)
|
|
(15,850,035
|
)
|
|
(12,593,293
|
)
|
|||
Standardized measure of discounted future net cash flows
|
$
|
8,492,673
|
|
|
$
|
11,611,898
|
|
|
$
|
9,001,934
|
|
(a)
|
The majority of the Company's production is sold through liquid trading points on interstate pipelines.
|
(b)
|
Includes approximately $1,186 million, $883 million and $1,400 million for future plugging and abandonment costs as of December 31, 2019, 2018 and 2017, respectively.
|
|
Years Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
|
(Thousands)
|
||||||||||
Net sales and transfers of natural gas and oil produced
|
$
|
(1,884,877
|
)
|
|
$
|
(2,802,742
|
)
|
|
$
|
(1,305,186
|
)
|
Net changes in prices, production and development costs
|
(3,502,434
|
)
|
|
2,949,606
|
|
|
2,236,183
|
|
|||
Extensions, discoveries and improved recovery, net of related costs
|
870,504
|
|
|
1,616,653
|
|
|
1,269,712
|
|
|||
Development costs incurred
|
1,002,389
|
|
|
1,630,506
|
|
|
712,635
|
|
|||
Net purchase of minerals in place
|
—
|
|
|
—
|
|
|
5,357,921
|
|
|||
Net sale of minerals in place
|
—
|
|
|
(849,162
|
)
|
|
(284
|
)
|
|||
Revisions of previous quantity estimates
|
(2,080,040
|
)
|
|
(811,576
|
)
|
|
(297,437
|
)
|
|||
Accretion of discount
|
900,004
|
|
|
834,026
|
|
|
115,437
|
|
|||
Net change in income taxes
|
1,444,368
|
|
|
(289,549
|
)
|
|
(1,477,603
|
)
|
|||
Timing and other (a)
|
130,861
|
|
|
332,202
|
|
|
1,401,802
|
|
|||
Net (decrease) increase
|
(3,119,225
|
)
|
|
2,609,964
|
|
|
8,013,180
|
|
|||
Balance at January 1
|
11,611,898
|
|
|
9,001,934
|
|
|
988,754
|
|
|||
Balance at December 31
|
$
|
8,492,673
|
|
|
$
|
11,611,898
|
|
|
$
|
9,001,934
|
|
(a)
|
Timing and other for the year ended December 31, 2017 was primarily driven by timing changes to the Company's development plan as a result of the Rice Merger described in Note 8.
|
•
|
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 "Delinquent – Section 16(a) Reports" 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)
|
|
6,056,224
|
|
(2)
|
$
|
28.37
|
|
(3)
|
15,306,952
|
|
(4)
|
Equity Compensation Plans Not Approved by Shareholders (5)
|
|
35,860
|
|
(6)
|
N/A
|
|
|
135,530
|
|
(7)
|
|
Total
|
|
6,092,084
|
|
|
$
|
28.37
|
|
|
15,442,482
|
|
|
(1)
|
Consists of the 2019 LTIP, 2014 LTIP, the 2009 LTIP, the 1999 NEDSIP and the 2008 ESPP. Effective as of July 10, 2019 in connection with the adoption of the 2019 LTIP, the Company ceased making new grants under the 2014 LTIP. 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 2014 LTIP, 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 July 10, 2019 (for the 2014 LTIP), April 30, 2014 (for the 2009 LTIP) and April 22, 2009 (for the 1999 NEDSIP).
|
(2)
|
Consists of (i) 1,598,415 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 2,345,659 target and confirmed awards and dividend reinvestments thereon)), (ii) 117,102 shares subject to outstanding directors' deferred stock units under the 2014 LTIP, inclusive of dividend reinvestments thereon, (iii) 956,314 shares subject to outstanding stock options under the 2009 LTIP; (iv) 22,152 shares subject to outstanding directors' deferred stock units under the 2009 LTIP, inclusive of dividend reinvestments thereon, and (v) 664 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 solely based on outstanding stock options under the 2019 LTIP, 2014 LTIP and the 2009 LTIP and excludes deferred stock units under the 2019 LTIP, 2014 LTIP, the 2009 LTIP and the 1999 NEDSIP and performance awards under the 2019 LTIP, 2014 LTIP and 2009 LTIP. The weighted average remaining term of the stock options was 5.94 years as of December 31, 2019.
|
(4)
|
Consists of (i) 14,891,683 shares available for future issuance under the 2019 LTIP, (ii) zero shares available for future issuance under the 2014 LTIP, (iii) 29,924 shares under the 2009 LTIP and (iv) 385,345 shares available for future issuance under the 2008 ESPP. As of December 31, 2019, no shares were subject to purchase under the 2008 ESPP.
|
(5)
|
Consists of the 2005 DDCP, the 1999 DDCP and the Rice LTIP each of which are described below.
|
(6)
|
Consists of (i) 35,860 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, 2019.
|
(7)
|
Consists of 135,530 shares available for future issuance under the 2005 DDCP as of December 31, 2019. No future awards are available for issuance under the Rice LTIP.
|
(a)
|
1
|
Financial Statements
|
Page
Reference
|
|
|
Statements of Consolidated Operations for each of the three years in the period ended December 31, 2019
|
|
|
|
Statements of Consolidated Comprehensive Income for each of the three years in the period ended December 31, 2019
|
|
|
|
Statements of Consolidated Cash Flows for each of the three years in the period ended December 31, 2019
|
|
|
|
Consolidated Balance Sheets as of December 31, 2019 and 2018
|
|
|
|
Statements of Consolidated Equity for each of the three years in the period ended December 31, 2019
|
|
|
|
Notes to Consolidated Financial Statements
|
|
|
|
|
|
|
2
|
Financial Statements Schedule
|
|
|
|
Schedule II - Valuation and Qualifying Accounts and Reserves for the Three Years Ended December 31, 2019
|
|
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:
|
|
|
|
|
|
|
|
|||||||||||||
2019
|
|
$
|
351,408
|
|
|
$
|
84,260
|
|
|
$
|
1,114
|
|
|
$
|
(13,338
|
)
|
|
$
|
423,444
|
|
2018
|
|
262,392
|
|
|
98,311
|
|
|
—
|
|
|
(9,295
|
)
|
|
351,408
|
|
|||||
2017
|
|
201,422
|
|
|
70,063
|
|
|
—
|
|
|
(9,093
|
)
|
|
262,392
|
|
|
3
|
Exhibits
|
|
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 (#001-3551) for the year ended December 31, 2013.
|
|
2014 Long-Term Incentive Plan.
|
Incorporated herein by reference to Exhibit 10.1 to Form 8-K (#001-3551) filed on May 1, 2014.
|
|
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 (#001-3551) for the year ended December 31, 2014.
|
|
2015 Executive Performance Incentive Program.
|
Incorporated herein by reference to Exhibit 10.03(d) to Form 10-K (#001-3551) for the year ended December 31, 2014.
|
|
Form of Participant Award Agreement under 2015 Executive Performance Incentive Program.
|
Incorporated herein by reference to Exhibit 10.03(e) to Form 10-K (#001-3551) for the year ended December 31, 2014.
|
|
Amendment to 2015 Executive Performance Incentive Program.
|
Incorporated herein by reference to Exhibit 10.03(f) to Form 10-K (#001-3551) for the year ended December 31, 2014.
|
|
2016 Incentive Performance Share Unit Program.
|
Incorporated herein by reference to Exhibit 10.02(g) to Form 10-K (#001-3551) for the year ended December 31, 2015.
|
|
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 (#001-3551) for the year ended December 31, 2015.
|
|
2016 Restricted Stock Award Agreement (Standard) for Robert J. McNally.
|
Incorporated herein by reference to Exhibit 10.03 to Form 10-Q (#001-3551) for the quarter ended March 31, 2016.
|
|
Form of 2016 Value Driver Performance Award Agreement.
|
Incorporated herein by reference to Exhibit 10.02(i) to Form 10-K (#001-3551) for the year ended December 31, 2018.
|
|
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 (#001-3551) for the year ended December 31, 2014.
|
|
2017 Incentive Performance Share Unit Program.
|
Incorporated herein by reference to Exhibit 10.02(l) to Form 10-K (#001-3551) for the year ended December 31, 2016.
|
|
Form of Participant Award Agreement under 2017 Incentive Performance Share Unit Program.
|
Incorporated herein by reference to Exhibit 10.02(m) to Form 10-K (#001-3551) for the year ended December 31, 2016.
|
|
Form of Participant Award Agreement (Stock Option) under 2014 Long-Term Incentive Plan (2017 grants).
|
Incorporated herein by reference to Exhibit 10.02(k) to Form 10-K (#001-3551) for the year ended December 31, 2016.
|
|
Form of 2017 Value Driver Performance Award Agreement.
|
Incorporated herein by reference to Exhibit 10.02(n) to Form 10-K (#001-3551) for the year ended December 31, 2018.
|
|
Form of Restricted Stock Unit Award Agreement (Standard) under 2014 Long-Term Incentive Plan.
|
Incorporated herein by reference to Exhibit 10.02(o) to Form 10-K (#001-3551) for the year ended December 31, 2018.
|
|
Form of Restricted Stock Award Agreement under 2014 Long-Term Incentive Plan (pre-2018 grants).
|
Incorporated herein by reference to Exhibit 10.02(d) to Form 10-K (#001-3551) for the year ended December 31, 2016.
|
|
Form of Participant Award Agreement (Stock Option) under 2014 Long-Term Incentive Plan (2018 grants).
|
Incorporated herein by reference to Exhibit 10.02(r) to Form 10-K (#001-3551) for the year ended December 31, 2017.
|
|
Form of Restricted Stock Award Agreement (Standard) under 2014 Long-Term Incentive Plan (2018 grants).
|
Incorporated herein by reference to Exhibit 10.02(s) to Form 10-K (#001-3551) for the year ended December 31, 2017.
|
|
Form of 2018 Value Driver Performance Award Agreement.
|
Incorporated herein by reference to Exhibit 10.02(s) to Form 10-K (#001-3551) for the year ended December 31, 2018.
|
Confidentiality, Non-Solicitation and Non-Competition Agreement, dated as of August 7, 2017, by and between the Company and Jeremiah J. Ashcroft III.
|
Incorporated herein by reference to Exhibit 10.18(b) to Form 10-K (#001-3551) for the year ended December 31, 2017.
|
|
Agreement and Release, dated as of August 13, 2018, by and between the Company and Jeremiah J. Ashcroft III.
|
Incorporated herein by reference to Exhibit 10.1 to Form 10-Q (#001-3551) for the quarter ended September 30, 2018.
|
|
Offer Letter, dated January 13, 2020, by and between the Company and Kyle Derham.
|
Filed herewith as Exhibit 10.27(a).
|
|
Services Agreement, dated as of January 13, 2020, by and between the Company and Kyle Derham.
|
Filed herewith as Exhibit 10.27(b).
|
|
Offer Letter, dated December 18, 2019, by and between the Company and David M. Khani.
|
Filed herewith as Exhibit 10.28(a).
|
|
Confidentiality, Non-Solicitation and Non-Competition Agreement, dated January 3, 2020, by and between the Company and David M. Khani.
|
Filed herewith as Exhibit 10.28(b).
|
|
Offer Letter, dated January 6, 2020, by and between the Company and William E. Jordan.
|
Filed herewith as Exhibit 10.29(a).
|
|
Confidentiality, Non-Solicitation and Non-Competition Agreement, dated January 6, 2020, by and between the Company and William E. Jordan.
|
Filed herewith as Exhibit 10.29(b).
|
|
Offer Letter, dated July 18, 2019, by and between the Company and Richard Anthony Duran.
|
Filed herewith as Exhibit 10.30(a).
|
|
Confidentiality, Non-Solicitation and Non-Competition Agreement, dated August 5, 2019, by and between the Company and Richard Anthony Duran.
|
Filed herewith as Exhibit 10.30(b).
|
|
Relocation Expense Reimbursement Agreement, dated July 24, 2019, by and between the Company and Richard Anthony Duran.
|
Filed herewith as Exhibit 10.30(c).
|
|
Offer Letter, dated July 16, 2019, by and between the Company and Lesley Evancho.
|
Filed herewith as Exhibit 10.31(a).
|
|
Confidentiality, Non-Solicitation and Non-Competition Agreement, dated July 19, 2019, by and between the Company and Lesley Evancho.
|
Filed herewith as Exhibit 10.31(b).
|
|
Employee Savings Plan.
|
Incorporated herein by reference to Exhibit 4.1 to Form S-8 (#333-230970) filed on April 22, 2019.
|
|
Schedule of Subsidiaries.
|
Filed herewith as Exhibit 21.
|
|
Consent of Independent Registered Public Accounting Firm.
|
Filed herewith as Exhibit 23.01.
|
|
Consent of Ryder Scott Company, L.P.
|
Incorporated herein by reference to Exhibit 23.1 to Form 8-K/A (#001-3551) filed on February 25, 2020.
|
|
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.
|
|
Independent Petroleum Engineers' Audit Report.
|
Incorporated herein by reference to Exhibit 99.1 to Form 8-K/A (#001-3551) filed on February 25, 2020.
|
|
101
|
Interactive Data File.
|
Filed herewith as Exhibit 101.
|
104
|
Cover Page Interactive Data File.
|
Formatted as Inline XBRL and contained in Exhibit 101.
|
|
|
|
EQT CORPORATION
|
|
|
|
|
|
|
By:
|
/s/ Toby Z. Rice
|
|
|
|
Toby Z. Rice
|
|
|
|
President and Chief Executive Officer
|
|
|
|
February 27, 2020
|
/s/ TOBY Z. RICE
|
|
President,
|
|
February 27, 2020
|
Toby Z. Rice
|
|
Chief Executive Officer and
|
|
|
(Principal Executive Officer)
|
|
Director
|
|
|
|
|
|
|
|
/s/ DAVID M. KHANI
|
|
Chief Financial Officer
|
|
February 27, 2020
|
David M. Khani
|
|
|
|
|
(Principal Financial Officer)
|
|
|
|
|
|
|
|
|
|
/s/ TODD M. JAMES
|
|
Chief Accounting Officer
|
|
February 27, 2020
|
Todd M. James
|
|
|
|
|
(Principal Accounting Officer)
|
|
|
|
|
|
|
|
|
|
/s/ LYDIA I. BEEBE
|
|
Director
|
|
February 27, 2020
|
Lydia I. Beebe
|
|
|
|
|
|
|
|
|
|
/s/ PHILIP G. BEHRMAN
|
|
Director
|
|
February 27, 2020
|
Philip G. Behrman
|
|
|
|
|
|
|
|
|
|
/s/ LEE M. CANAAN
|
|
Director
|
|
February 27, 2020
|
Lee M. Canaan
|
|
|
|
|
|
|
|
|
|
/s/ JANET L. CARRIG
|
|
Director
|
|
February 27, 2020
|
Janet L. Carrig
|
|
|
|
|
|
|
|
|
|
/s/ KATHRYN J. JACKSON
|
|
Director
|
|
February 27, 2020
|
Kathryn J. Jackson
|
|
|
|
|
|
|
|
|
|
/s/ JOHN F. MCCARTNEY
|
|
Chairman
|
|
February 27, 2020
|
John F. McCartney
|
|
|
|
|
|
|
|
|
|
/s/ JAMES T. MCMANUS II
|
|
Director
|
|
February 27, 2020
|
James T. McManus II
|
|
|
|
|
|
|
|
|
|
/s/ ANITA M. POWERS
|
|
Director
|
|
February 27, 2020
|
Anita M. Powers
|
|
|
|
|
|
|
|
|
|
/s/ DANIEL J. RICE IV
|
|
Director
|
|
February 27, 2020
|
Daniel J. Rice IV
|
|
|
|
|
|
|
|
|
|
/s/ STEPHEN A. THORINGTON
|
|
Director
|
|
February 27, 2020
|
Stephen A. Thorington
|
|
|
|
|
|
|
|
|
|
/s/ HALLIE A. VANDERHIDER
|
|
Director
|
|
February 27, 2020
|
Hallie A. Vanderhider
|
|
|
|
|
Trust Indenture Act of 1939 Section
|
|
Indenture Section
|
310 (a)
|
|
11.04(a)
|
(b)
|
|
11.04(b); 11.05
|
311 (a)
|
|
Not Applicable
|
(b)
|
|
Not Applicable
|
312 (a)
|
|
10.03
|
(b)
|
|
11.10
|
(c)
|
|
11.10
|
313 (a)
|
|
10.01
|
(b)
|
|
10.01
|
(c)
|
|
10.01; 16.04
|
(d)
|
|
10.01(b)
|
314 (a)
|
|
10.02
|
(b)
|
|
Not Applicable
|
(c)
|
|
16.01
|
(d)
|
|
Not Applicable
|
(e)
|
|
16.01(b)
|
(f)
|
|
Not Applicable
|
315 (a)
|
|
11.01; 11.02
|
(b)
|
|
11.03; 16.04
|
(c)
|
|
11.02
|
(d)
|
|
11.02
|
(e)
|
|
7.08
|
316 (a)
|
|
7.06
|
(b)
|
|
7.07
|
(c)
|
|
8.02(e); 14.02(d)
|
317 (a)
|
|
7.03; 7.04
|
(b)
|
|
6.03
|
318 (a)
|
|
16.02
|
(a)
|
“Qualifying Change of Control” means a Change of Control (as then defined in the Plan) unless (i) Grantee’s Restricted Stock Units 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.
|
(b)
|
“Qualifying Termination” means the Grantee ceases to serve as member of the Company’s Board for any reason other than a voluntary resignation by the Grantee.
|
(c)
|
“Restricted Stock Units” means collectively, the Cash-Settled RSUs and the Share-Settled RSUs, together with any additional restricted stock units accumulated from dividend equivalents in accordance with Section 4 of this Agreement.
|
(d)
|
“Service” shall mean the Grantee’s service as a member of the Company’s Board.
|
(e)
|
“Vesting Date” is defined in Section 2 of this Agreement.
|
(a)
|
The date of the Company’s annual shareholder meeting; provided Grantee has continued Service through such date;
|
(b)
|
A Qualifying Change of Control, provided Grantee has continued Service through such date; or
|
(c)
|
The Grantee’s Qualifying Termination.
|
(a)
|
Generally. Subject to Section 3(d), the “Payment Date” for Restricted Stock Units vesting pursuant to Section 2 shall be a date selected by the Company that is within the thirty (30) days period following the applicable Vesting Date.
|
(b)
|
Settlement. Except as otherwise set forth in Section 3(d) hereof, each vested Share‑Settled RSU shall be paid on the Payment Date through delivery of one (1) share of Common Stock and each vested Cash-Settled RSU shall be paid through a cash payment equal to the Fair Market Value per share of the Company’s Common Stock as of the business day immediately preceding the applicable Vesting Date; provided, however, that, subject to any applicable limitations under the Plan, the Committee may determine, in its discretion and for any reason, that some or all of
|
(c)
|
Withholding. If, and to the extent, required by applicable law, the Company may withhold sufficient shares of Common Stock and/or cash to be delivered on the Payment Date in respect of the vested Restricted Stock Units to satisfy any withholding obligations of the Company pursuant to the Plan.
|
(d)
|
Deferrals. The Grantee may elect, subject to the terms and conditions of the EQT Corporation 2005 Directors’ Deferred Compensation Plan, as may amended from time to time (the “DDCP”), to defer the distribution of all or any portion of the Restricted Stock Units that would otherwise be paid to the Grantee hereunder (any Restricted Stock Units so deferred, the “Deferred RSUs”). Upon the vesting of Deferred RSUs, the applicable number of Deferred RSUs shall be credited to a bookkeeping account established on the Grantee’s behalf under the DDCP and shall be distributed to the Participant in accordance with the Grantee’s deferral election and the terms and conditions of the DDCP. All Deferred RSUs shall, when vested, be considered “Phantom Stock” (as defined in the DDCP), and shall be subject to the terms and conditions of the DDCP as applicable to awards of Phantom Stock.
|
|
EQT CORPORATION
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
|
|
|
|
|
|
|
|
|
Name:
|
|
|
|
|
|
|
|
|
|
Title:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
PARTICIPANT
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Name:
|
|
|
Vesting Date
|
|
Percent Vested
|
|
|
|
|
|
|
|
|
|
Accepted:
|
/s/ Gary E. Gould
|
10/14/19
|
|
|
Gary E. Gould
|
|
|
a.
|
Pursuant to Section 3(a) of the Non-Compete Agreement, a cash payment equal to $1,116,150.00 (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 $854,294.00 (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 Separation Date. Employee acknowledges and agrees that all such awards are reflected on Exhibit B attached hereto.
|
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 C attached hereto.
|
EQT CORPORATION
|
|
|
|
|
By:
|
/s/ Lesley Evancho
|
|
/s/ Donald M. Jenkins
|
|
Name:
|
Lesley Evancho
|
|
Donald M. Jenkins
|
|
Title:
|
Chief Human Resources Officer
|
|
|
|
1/9/2020
|
|
1/2/2020
|
|
|
Date
|
|
Date
|
|
EQT CORPORATION
|
|
EMPLOYEE
|
|
|
|
|
|
By:
|
/s/ Charlene Petrelli
|
|
/s/ Donald M. Jenkins
|
|
|
|
Donald M. Jenkins
|
Name:
|
Charlene Petrelli
|
|
|
|
|
|
|
Title:
|
Vice President &
|
|
|
|
Chief Human Resources Officer
|
|
|
|
|
|
|
x
|
I hereby elect to participate in the Executive Alternative Work Arrangement Classification as described in paragraph 9 of the above Second Amended and Restated Confidentiality, Non-Solicitation and Non-Competition Agreement. I hereby agree to execute an Executive Alternative Work Arrangement Employment Agreement in a form substantially similar to the one attached hereto as Exhibit A, within 90 days prior to my relinquishment of full-time status, which agreement will become effective automatically on the day following my Eligible Termination. I understand that I will not be eligible for the Executive Alternative Work Arrangement, including the post-employment benefits described therein if my termination from employment is not an Eligible Termination.
|
¨
|
I hereby decline to participate in the Executive Alternative Work Arrangement Classification as described in paragraph 9 of the above Second Amended and Restated Confidentiality, Non-Solicitation and Non-Competition Agreement.
|
|
Donald M. Jenkins
|
|
Employee Name Printed
|
|
|
|
/s/ Donald M. Jenkins
|
|
Employee Signature
|
|
|
|
March 6, 2017
|
|
Date
|
EQT CORPORATION
By: _______________________________
___________________________________
Title
___________________________________
Date
|
|
EMPLOYEE
______________________________________
Name: Donald M. Jenkins
______________________________________
Date
|
EQT CORPORATION
By:
/s/ Jonathan Lushko
Name: Jonathan Lushko
Title: General Counsel & Senior Vice
President, Government Affairs
|
EQUITRANS MIDSTREAM CORPORATION
By:
/s/ Diana Charletta
Name: Diana Charletta
Title: Executive Vice President &
Chief Operating Officer
|
EMPLOYEE
/s/ Donald M. Jenkins
Name: Donald M. Jenkins
|
|
By:
|
/s/ William E. Jordan
|
Name:
|
William E. Jordan
|
Title:
|
Executive Vice President and General Counsel
|
Date:
|
October 7, 2019
|
Date:
|
October 7, 2019
|
Grant Date
|
Grant Type
|
Target Grant
|
1/1/2017
|
2017 EQT Restricted Awards
|
2280
|
1/1/2018
|
2018 EQT Restricted Awards
|
2640
|
1/1/2019
|
2019 EQT Restricted Awards
|
26470
|
1/1/2017
|
2017 ETRN Restricted Award
|
1824
|
1/1/2018
|
2018 ETRN Restricted Award
|
2112
|
3/15/2018
|
2018 EQT SIA
|
6710
|
3/15/2018
|
2018 ETRN SIA
|
5368
|
1/1/2018
|
2018 EQT Stock Options
|
8709
|
1/1/2019
|
2019 EQT Stock Options
|
88100
|
1/1/2018
|
2018 ETRN Stock Options
|
6966
|
Grant Date
|
Grant Type
|
Target Grant
|
1/1/2017
|
2017 EQT IPSUP
|
2280
|
1/1/2018
|
2018 EQT IPSUP
|
5280
|
1/1/2019
|
2019 EQT IPSUP
|
52940
|
1/1/2017
|
2017 ETRN IPSUP
|
1824
|
1/1/2018
|
2018 ETRN IPSUP
|
4224
|
(1)
|
The stock grants set forth in this section are 100% vested as of the Termination Date and, subject to Employee’s compliance with the Agreement Conditions, the shares will be available or cash payments will be made within 60 days of the Termination Date.
|
/s/ Kyle Derham
|
|
1/24/20
|
Kyle Derham
|
|
Date
|
|
|
|
|
EQT CORPORATION
|
|
|
|
|
|
By:
|
/s/ Lesley Evancho
|
|
|
Name: Lesley Evancho
|
|
|
Title: Chief Human Resources Officer
|
|
|
|
|
KYLE DERHAM
|
|
|
|
|
|
/s/ Kyle Derham
|
|
|
|
|
•
|
Advise and assist with creating the Company’s comprehensive corporate model;
|
•
|
Provide advisory assistance in strengthening corporate and investor relations, including participating in quarterly investor calls and investor presentations at conferences;
|
•
|
Advise and assist with successfully renegotiating the Company’s ETRN gathering agreement to reduce gathering fees below current levels or assist in effectuating an alternative transaction to achieve a similar result;
|
•
|
Advise and assist with managing the Company’s debt maturities through either (i) the sale of Company assets as approved by the Board (potential asset sales include Ohio Utica and other exploration & production assets; ETRN stake divestiture; and/or Mineral Royalty Joint-Venture), (ii) the issuance of notes, similar debt-like instruments or equity, (iii) the extension of maturities on the Company’s existing debt facilities, and/or (iv) corporate transactions (including mergers, acquisitions, divestitures and other stock and asset sales); and
|
•
|
Advise and assist with leading communications with rating agencies and appropriate responsive actions to the extent the Company’s applicable ratings are lowered, including establishing additional lines of credit, entering into asset management agreements, and/or increasing the Company’s existing credit facility.
|
•
|
Action by the Board of Directors of EQT Corporation to elect you to the positions identified above and by the MDCC to approve your compensation;
|
•
|
In accordance with the Federal Immigration Reform and Control Act of 1986, you are required to provide EQT with verification of your identity and eligibility to work in the United States; and
|
•
|
Submitting to and successfully completing all pre-employment assessments including a drug screen, background check, our Director and Officer Questionnaire, and execution and delivery of the Non-Compete Agreement.
|
/s/ David M. Khani
|
12/24/19
|
Name
|
Date
|
EQT CORPORATION
|
|
EMPLOYEE
|
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Lesley Evancho
|
|
/s/ David M. Khani
|
|
|
|
|
|
|
Name:
|
Lesley Evancho
|
|
DAVID KHANI
|
|
|
|
|
|
|
Title:
|
Chief Human Resources Officer
|
|
|
|
|
|
|
|
|
a.
|
Pursuant to Section 3(a) of the Non-Compete Agreement, a cash payment equal to $$$$ (i.e., twenty-four (24) months of Employee’s base salary), which shall be paid in a lump sum within 60 days following the Separation Date.
|
b.
|
Pursuant to Section 3(b) of the Non-Compete Agreement, a cash payment equal to $$$$ (i.e., two times the average annual incentive (bonus) payment earned by Employee under the Company’s applicable Short-Term Incentive Plan for the three (3) full year period prior to the Separation Date), which shall be paid in a lump sum within 60 days following the Separation Date.
|
c.
|
Pursuant to Section 3(c) of the Non-Compete Agreement, a cash payment equal to $$$$ (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 $25,000.00, 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 all stock options, restricted stock, restricted stock units and other time-vesting equity awards granted to Employee as of the Separation Date. Employee acknowledges and agrees that all such awards are reflected on Exhibit B attached hereto.
|
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 C attached hereto.
|
EQT CORPORATION
By:
Name:
Title:
|
|
NAME
|
|
|
|
Date
|
|
Date
|
•
|
In accordance with the Federal Immigration Reform and Control Act of 1986, you are required to provide EQT with verification of your identity and eligibility to work in the United States; and
|
/s/ William E. Jordan
|
1-7-20
|
Name
|
Date
|
EQT CORPORATION
|
|
EMPLOYEE
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Lesley Evancho
|
|
/s/ William E. Jordan
|
|
|
|
|
Name:
|
Lesley Evancho
|
|
William E. Jordan
|
|
|
|
|
Title:
|
Chief Human Resources Officer
|
|
|
|
|
|
|
|
|
|
|
•
|
Miscellaneous Allowance in the amount of $10,000. The Miscellaneous Allowance is not grossed up for tax purposes.
|
•
|
Please see the attached Moving and Relocation Benefit Summary for additional details on this benefit.
|
•
|
EQT’s policy provides for up to 90 days of estimated temporary living expenses.
|
•
|
Action by the Board of Directors of EQT Corporation to elect you to the positions identified above and by the MDCC;
|
•
|
In accordance with the Federal Immigration Reform and Control Act of 1986, you are required to provide EQT with verification of your identity and eligibility to work in the United States; and
|
•
|
Submitting to and successfully completing all pre-employment assessments including a drug screen, background check, our Director and Officer Questionnaire, and execution and delivery of the Non-Compete Agreement.
|
/s/ Richard Anthony Duran
|
07/23/19
|
Richard Anthony Duran
|
Date
|
EQT CORPORATION
|
|
EMPLOYEE
|
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Lesley Evancho
|
|
/s/ Richard Anthony Duran
|
|
|
|
|
|
|
Name:
|
Lesley Evancho
|
|
RICHARD ANTHONY DURAN
|
|
|
|
|
|
|
Title:
|
Chief Human Resources Officer
|
|
|
|
|
|
|
|
|
EMPLOYEE:
|
|
EQT Corporation:
|
|
|
|
|
|
|
|
|
|
/s/ Richard Anthony Duran
|
|
/s/ Lesley Evancho
|
|
|
|
|
|
Richard Anthony Duran
|
|
Lesley Evancho
|
|
|
|
|
|
07/23/19
|
|
7/24/2019
|
|
Date
|
|
Date
|
|
•
|
Action by the Board of Directors of EQT Corporation and EQT’s Committees to elect you to the positions identified above;
|
•
|
In accordance with the Federal Immigration Reform and Control Act of 1986, you are required to provide EQT with verification of your identity and eligibility to work in the United States; and
|
•
|
Submitting to and successfully completing all pre-employment assessments including a drug screen, background check, our Director and Officer Questionnaire, and execution and delivery of the Non-Compete Agreement.
|
/s/ Lesley Evancho
|
7/22/2019
|
Lesley Evancho
|
Date
|
EQT CORPORATION
|
|
EMPLOYEE
|
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ William E. Jordan .
|
|
/s/ Lesley Evancho
|
|
|
|
|
|
|
Name:
|
Will Jordan
|
|
LESLEY EVANCHO
|
|
|
|
|
|
|
Title:
|
General Counsel
|
|
|
|
|
|
|
|
|
Company
|
|
Jurisdiction of Organization
|
EQT Capital Corporation
|
|
Delaware
|
EQT Energy, LLC
|
|
Delaware
|
EQT Energy Storage Company, LLC
|
|
Delaware
|
EQT Energy Supply, LLC
|
|
Delaware
|
EQT Energy Supply Holdings, LP
|
|
Delaware
|
EQT Gathering, LLC
|
|
Pennsylvania
|
EQT Investments Holdings, LLC
|
|
Delaware
|
EQT IP Ventures, LLC
|
|
Delaware
|
EQT MG, LLC
|
|
Delaware
|
EQT Production Company
|
|
Pennsylvania
|
EQT Production Texas, LLC
|
|
Delaware
|
EQT RE, LLC
|
|
Delaware
|
EQT SG, LLC
|
|
Delaware
|
ET Blue Grass, LLC
|
|
Delaware
|
ET Blue Grass Clearing, LLC
|
|
Pennsylvania
|
Heritage Reserves, LLC
|
|
Delaware
|
Horizon Energy Holdco, LLC
|
|
Delaware
|
Horizontal Technology Energy Company, LLC
|
|
Delaware
|
Lineage Minerals, LLC
|
|
Delaware
|
Rice Drilling B LLC
|
|
Delaware
|
Rice Drilling D LLC
|
|
Delaware
|
•
|
Registration Statement (Post-Effective Amendment No. 1 on Form S-8 to Form S-4 No. 333-219508) pertaining to the Rice Energy Inc. 2014 Long-Term Incentive Plan,
|
•
|
Registration Statement (Form S-8 No. 333-221529) pertaining to the Rice Energy Inc. 2014 Long-Term Incentive Plan,
|
•
|
Registration Statement (Form S-3 No. 333-158198) pertaining to the 2009 Dividend Reinvestment and Stock Purchase Plan,
|
•
|
Registration Statement (Form S-3 No. 333-234151) 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,
|
•
|
Registration Statement (Form S-8 No. 333-195625) pertaining to the 2014 Long-Term Incentive Plan,
|
•
|
Registration Statement (Form S-8 No. 333-232657) pertaining to the 2019 Long-Term Incentive Plan,
|
•
|
Registration Statement (Form S-8 No. 333-230970) pertaining to the Employee Savings Plan, and
|
•
|
Registration Statement (Form S-8 No. 333-230969) pertaining to the Stock Option Inducement Award Agreement, dated April 22, 2019; the Performance Share Unit Inducement Award Agreement, dated April 22, 2019; the Restricted Stock Inducement Award Agreement (Cliff Vesting), dated April 22, 2019; and the Restricted Stock Inducement Award Agreement (Ratable Vesting), dated April 22, 2019;
|
February 27, 2020
|
|
|
/s/ Toby Z. Rice
|
|
Toby Z. Rice
|
|
President and Chief Executive Officer
|
February 27, 2020
|
|
|
|
|
/s/ David M. Khani
|
|
David M. Khani
|
|
Chief Financial Officer
|
/s/ Toby Z. Rice
|
|
February 27, 2020
|
Toby Z. Rice
|
|
|
President and Chief Executive Officer
|
|
|
|
|
|
|
|
|
/s/ David M. Khani
|
|
February 27, 2020
|
David M. Khani
|
|
|
Chief Financial Officer
|
|
|