EQT 10-K Annual Report Dec. 31, 2017 | Alphaminr
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EQT 10-K Fiscal year ended Dec. 31, 2017

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EQT CORP
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TABLE OF CONTENTS
Part IItem 1. BusinessItem 1A. Risk FactorsItem 1B. Unresolved Staff CommentsItem 2. PropertiesItem 3. Legal ProceedingsItem 4. Mine Safety DisclosuresPart IIItem 5. Market For Registrant S Common Equity, Related Stockholder Matters and Issuer Purchases Of Equity SecuritiesItem 6. Selected Financial DataItem 7. Management S Discussion and Analysis Of Financial Condition and Results Of OperationsItem 7A. Quantitative and Qualitative Disclosures About Market RiskItem 8. Financial Statements and Supplementary DataItem 9. Changes in and Disagreements with Accountants on Accounting and Financial DisclosureItem 9A. Controls and ProceduresItem 9B. Other InformationPart IIIItem 10. Directors, Executive Officers and Corporate GovernanceItem 11. Executive CompensationItem 12. Security Ownership Of Certain Beneficial Owners and Management and Related Stockholder MattersItem 13. Certain Relationships and Related Transactions, and Director IndependenceItem 14. Principal Accounting Fees and ServicesPart IVItem 15. Exhibits and Financial Statement Schedules

Exhibits

2.01(a) Agreement and Plan of Merger dated as of June 19, 2017 among the Company, Eagle Merger Sub I, Inc. and Rice Energy Inc. Incorporated herein by reference to Exhibit2.1 to Form8-K (#001-3551) filed on June19, 2017 2.01(b) Amendment No. 1 to Agreement and Plan of Merger dated as of October 26, 2017 among the Company, Eagle Merger Sub I, Inc. and Rice Energy Inc. Incorporated herein by reference to Exhibit2.1 to Form8-K (#001-3551) filed on October 26, 2017 2.02 Purchase and Sale Agreement dated as of September 26, 2016 among Vantage Energy Investment LLC, Vantage Energy Investment II LLC, Rice Energy Inc., Vantage Energy, LLC, and Vantage Energy II, LLC Incorporated herein by reference to Exhibit10.1 to Rice Energy Inc.'s Form8-K (#001-36273) filed on September 30, 2016 3.01 Restated Articles of Incorporation of EQT Corporation (amended through November 13, 2017) Incorporated herein by reference to Exhibit3.1 to Form 8-K (#001-3551) filed on November 14, 2017 3.02 Amended and Restated Bylaws of EQT Corporation (amended through November 13, 2017) Incorporated herein by reference to Exhibit3.3 to Form 8-K (#001-3551) filed on November 14, 2017 4.01(a) Indenture dated as of April1, 1983 between the Company and Pittsburgh National Bank, as Trustee Incorporated herein by reference to Exhibit4.01(a)to Form10-K (#001-3551) for the year ended December31, 2007 4.01(f) Second Supplemental Indenture dated as of June30, 2008 between the Company and Deutsche Bank Trust Company Americas, as Trustee, pursuant to which EQT Corporation assumed the obligations of Equitable Resources,Inc. under the related Indenture Incorporated herein by reference to Exhibit4.01(g)to Form8-K (#001-3551) filed on July1, 2008 4.02(c) Supplemental Indenture dated as of June30, 2008 between the Company and The Bank of New York, as Trustee, pursuant to which EQT Corporation assumed the obligations of Equitable Resources,Inc. under the related Indenture Incorporated herein by reference to Exhibit4.02(f)to Form8-K (#001-3551) filed on July1, 2008 4.03(a) Indenture dated as of March18, 2008 between the Company and The Bank of New York, as Trustee Incorporated herein by reference to Exhibit4.1 to Form8-K (#001-3551) filed on March18, 2008 4.03(b) Third Supplemental Indenture dated as of May15, 2009 between the Company and The Bank of New York, as Trustee, pursuant to which the 8.13% Senior Notes due 2019 were issued Incorporated herein by reference to Exhibit4.1 to Form8-K (#001-3551) filed on May15, 2009 4.03(c) Fourth Supplemental Indenture dated as of November7, 2011 between the Company and The Bank of New York Mellon, as Trustee, pursuant to which the 4.88% Senior Notes due 2021 were issued Incorporated herein by reference to Exhibit4.2 to Form8-K (#001-3551) filed on November7, 2011 4.03(d) Fifth Supplemental Indenture dated as of October 4, 2017 between the Company and The Bank of New York Mellon, as Trustee, pursuant to which the Floating Rate Notes due 2020 were issued Incorporated herein by reference to Exhibit4.3 to Form8-K (#001-3551) filed on October 4, 2017 4.03(e) Sixth Supplemental Indenture dated as of October 4, 2017 between the Company and The Bank of New York Mellon, as Trustee, pursuant to which the 2.50% Senior Notes due 2020 were issued Incorporated herein by reference to Exhibit4.5 to Form8-K (#001-3551) filed on October 4, 2017 4.03(f) Seventh Supplemental Indenture dated as of October 4, 2017 between the Company and The Bank of New York Mellon, as Trustee, pursuant to which the 3.00% Senior Notes due 2022 were issued Incorporated herein by reference to Exhibit4.7 to Form8-K (#001-3551) filed on October 4, 2017 4.03(g) Eighth Supplemental Indenture dated as of October 4, 2017 between the Company and The Bank of New York Mellon, as Trustee, pursuant to which the 3.90% Senior Notes due 2027 were issued Incorporated herein by reference to Exhibit4.9 to Form8-K (#001-3551) filed on October 4, 2017 4.04(a) Indenture dated as of August 1, 2014 among EQT Midstream Partners, LP, the subsidiaries of EQT Midstream Partners, LP party thereto, and The Bank of New York Mellon Trust Company, N.A., as Trustee Incorporated herein by reference to Exhibit 4.01 to Form 10-Q (#001-3551) for the quarter ended September 30, 2014 4.04(b) First Supplemental Indenture dated as of August 1, 2014 among EQT Midstream Partners, LP, the subsidiaries of EQT Midstream Partners, LP party thereto, and The Bank of New York Mellon Trust Company, N.A., as Trustee, pursuant to which the EQT Midstream Partners, LP 4.00% Senior Notes due 2024 were issued Incorporated herein by reference to Exhibit 4.02 to Form 10-Q (#001-3551) for the quarter ended September 30, 2014 4.04(c) Second Supplemental Indenture dated as of November 4, 2016 between EQT Midstream Partners, LP and The Bank of New York Mellon Trust Company, N.A., as Trustee, pursuant to which the EQT Midstream Partners, LP 4.125% Senior Notes due 2026 were issued Incorporated herein by reference to Exhibit 4.2 to EQT Midstream Partners, LP's Form 8-K (#001-35574) filed on November 4, 2016 *10.01(a) 2009 Long-Term Incentive Plan (as amended and restated July11, 2012) Incorporated herein by reference to Exhibit10.2 to Form10-Q (#001-3551) for the quarter ended June30, 2012 *10.01(b) Form of Participant Award Agreement (Stock Option) under 2009 Long-Term Incentive Plan (pre-2012 grants) Incorporated herein by reference to Exhibit 10.01(q) to Form 10-K (#001-3551) for the year ended December 31, 2010 *10.01(c) Form of Amendment to Stock Option Award Agreements Incorporated herein by reference to Exhibit 10.3 to Form 10-Q (#001-3551) for the quarter ended June 30, 2011 *10.01(d) Form of Participant Award Agreement (Stock Option) under 2009 Long-Term Incentive Plan (2012 grants) Incorporated herein by reference to Exhibit 10.02(n) to Form 10-K (#001-3551) for the year ended December 31, 2011 *10.01(e) Form of Participant Award Agreement (Phantom Stock Unit Awards) under 2009 Long-Term Incentive Plan (pre-2013 grants) Incorporated herein by reference to Exhibit 10.02(b) to Form 10-K (#001-3551) for the year ended December 31, 2012 *10.01(f) Form of Participant Award Agreement (Stock Option) under 2009 Long-Term Incentive Plan (2013 grants) Incorporated herein by reference to Exhibit 10.02(t) to Form 10-K (#001-3551) for the year ended December 31, 2012 *10.01(g) Form of Participant Award Agreement (Phantom Stock Unit Awards) under 2009 Long-Term Incentive Plan (2013 and 2014 grants) Incorporated herein by reference to Exhibit 10.02(s) to Form 10-K (#001-3551) for the year ended December 31, 2012 *10.01(h) 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 *10.01(i) 2014 Executive Performance Incentive Program Incorporated herein by reference to Exhibit 10.02(w) to Form 10-K (#001-3551) for the year ended December 31, 2013 *10.01(j) Form of Participant Award Agreement under 2014 Executive Performance Incentive Program Incorporated herein by reference to Exhibit 10.02(x) to Form 10-K (#001-3551) for the year ended December 31, 2013 *10.02(a) 2014 Long-Term Incentive Plan Incorporated herein by reference to Exhibit 10.1 to Form 8-K (#001-3551) filed on May 1, 2014 *10.02(b) Form of Participant Award Agreement (Phantom Stock Unit Awards) under 2014 Long-Term Incentive Plan Incorporated herein by reference to Exhibit 10.03(b) to Form 10-K (#001-3551) for the year ended December 31, 2014 *10.02(c) 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 *10.02(d) 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 *10.02(e) 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 *10.02(f) Form of EQT 2015 Value Driver Performance Award Agreement Incorporated herein by reference to Exhibit 10.9(c) to EQT Midstream Partners, LP's Form 10-K (#001-35574) for the year ended December 31, 2016 *10.02(g) 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 *10.02(h) 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 *10.02(i) 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 *10.02(j) Form of EQT 2016 Value Driver Performance Award Agreement Incorporated herein by reference to Exhibit 10.9(d) to EQT Midstream Partners, LP's Form 10-K (#001-35574) for the year ended December 31, 2016 *10.02(k) 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 *10.02(l) 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 *10.02(m) 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 *10.02(n) 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 *10.02(o) Form of EQT 2017 Value Driver Performance Award Agreement Incorporated herein by reference to Exhibit 10.9(e) to EQT Midstream Partners, LP's Form 10-K (#001-35574) for the year ended December 31, 2016 *10.02(p) Form of EQT Restricted Stock Unit Award Agreement (Standard) Incorporated herein by reference to Exhibit 10.9(a) to EQT Midstream Partners, LP's Form 10-K (#001-35574) for the year ended December 31, 2016 *10.02(q) Form of Restricted Stock Award Agreement under 2014Long-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 *10.02(r) Form of Participant Award Agreement (Stock Option) under 2014 Long-Term Incentive Plan (2018 grants) Filed herewith as Exhibit 10.02(r) *10.02(s) Form of Restricted Stock Award Agreement under 2014 Long-Term Incentive Plan (2018 grants) Filed herewith as Exhibit 10.02(s) *10.02(t) 2018 Incentive Performance Share Unit Program Filed herewith as Exhibit 10.02(t) *10.02(u) Form of Participant Award Agreement under 2018 Incentive Performance Share Unit Program Filed herewith as Exhibit 10.02(u) *10.03(a) Rice Energy Inc. 2014 Long-Term Incentive Plan (as amended and restated May 9, 2014) Incorporated herein by reference to Exhibit 10.3 to Rice Energy Inc.'s Form 10-Q (#001-36273) for the quarter ended June 30, 2014 *10.03(b) Form of Restricted Stock Unit Agreement (Directors) for Rice Energy Inc. Incorporated herein by reference to Exhibit 10.19 to Rice Energy Inc.'s Amendment No. 2 to Form S-1 Registration Statement (#333-192894) filed on January8, 2014 *10.04(a) EQT GP Services, LLC 2015 Long-Term Incentive Plan Incorporated herein by reference to Exhibit 10.3 to EQT GP Holdings, LP's Form 8-K (#001-37380) filed on May 15, 2015 *10.04(b) Form of EQT GP Holdings, LP Phantom Unit Award Agreement Incorporated herein by reference to Exhibit 10.5 to EQT GP Holdings, LP's Amendment No. 1 to Form S-1 Registration Statement (#333-202053) filed on April 1, 2015 *10.05 EQT Midstream Services, LLC 2012 Long-Term Incentive Plan Incorporated herein by reference to Exhibit 10.03 to Form 10-K (#001-3551) for the year ended December 31, 2012 *10.06 Rice Midstream Partners LP 2014 Long-Term Incentive Plan Incorporated herein by reference to Exhibit 4.3 to Rice Midstream Partners LP's Form S-8 Registration Statement (#333-201169) filed on December 19, 2014 *10.07(a) 1999 Non-Employee Directors Stock Incentive Plan (as amended and restated December 3, 2008) Incorporated herein by reference to Exhibit 10.02(a) to Form 10-K (#001-3551) for the year ended December 31, 2008 *10.07(b) Form of Participant Award Agreement (Phantom Stock Unit Awards) under 1999 Non-Employee Directors Stock Incentive Plan Incorporated herein by reference to Exhibit 10.04(c) to Form 10-K (#001-3551) for the year ended December 31, 2006 *10.08 2016 Executive Short-Term Incentive Plan Incorporated herein by reference to Exhibit 10.1 to Form 8-K (#001-3551) filed on April 21, 2016 *10.09 2006 Payroll Deduction and Contribution Program (as amended and restated July 7, 2015) Incorporated herein by reference to Exhibit 10.06 to Form 10-Q (#001-3551) for the quarter ended June 30, 2015 *10.10(a) 1999 Directors' Deferred Compensation Plan (as amended and restated December 3, 2014) Incorporated herein by reference to Exhibit 10.08 to Form 10-K (#001-3551) for the year ended December 31, 2014 *10.10(b) 2005 Directors Deferred Compensation Plan (as amended and restated December 3, 2014) Incorporated herein by reference to Exhibit 10.09 to Form 10-K (#001-3551) for the year ended December 31, 2014 *10.11 Form of Indemnification Agreement between the Company and each executive officer and each outside director Incorporated herein by reference to Exhibit 10.18 to Form 10-K (#001-3551) for the year ended December 31, 2008 10.12 Second Amended and Restated Credit Agreement dated as of July 31, 2017 among the Company, PNC Bank, National Association, as Administrative Agent, Swing Line Lender and an L/C Issuer and the other lenders party thereto Incorporated herein by reference to Exhibit 10.1 to Form 8-K (#001-3551) filed on August 3, 2017 *10.13 Amended and Restated Confidentiality, Non-Solicitation and Non-Competition Agreement dated as of July 29, 2015 between the Company and David L. Porges Incorporated herein by reference to Exhibit 10.1 to Form 8-K (#001-3551) filed on July 31, 2015 *10.14 Amended and Restated Confidentiality, Non-Solicitation and Non-Competition Agreement dated as of July 29, 2015 between the Company and Steven T. Schlotterbeck Incorporated herein by reference to Exhibit 10.5 to Form 8-K (#001-3551) filed on July 31, 2015 *10.15(a) Offer letter dated as of March 7, 2016 between the Company and Robert J. McNally Incorporated herein by reference to Exhibit 10.1 to Form 8-K (#001-3551) filed on March 17, 2016 *10.15(b) Confidentiality, Non-Solicitation and Non-Competition Agreement dated as of March 10, 2016 between the Company and Robert J. McNally Incorporated herein by reference to Exhibit 10.02 to Form 10-Q (#001-3551) for the quarter ended March 31, 2016 *10.16 Amended and Restated Confidentiality, Non-Solicitation and Non-Competition Agreement dated as of July 29, 2015 between the Company and Lewis B. Gardner Incorporated herein by reference to Exhibit 10.4 to Form 8-K (#001-3551) filed on July 31, 2015 *10.17 Second Amended and Restated Confidentiality, Non-Solicitation and Non-Competition Agreement dated as of March 1, 2017 between the Company and David E. Schlosser, Jr. Filed herewith as Exhibit 10.17 *10.18(a) Offer Letter dated as of July 26, 2017 between the Company and Jeremiah J. Ashcroft III Filed herewith as Exhibit 10.18(a) *10.18(b) Confidentiality, Non-Solicitation and Non-Competition Agreement dated as of August 7, 2017 between the Company and Jeremiah J. Ashcroft III Filed herewith as Exhibit 10.18(b) *10.19(a) Amended and Restated Confidentiality, Non-Solicitation and Non-Competition Agreement dated as of July 29, 2015 between the Company and M. Elise Hyland Incorporated herein by reference to Exhibit 10.2 to EQT Midstream Partners, LP's Form 10-Q (#001-35574) for the quarter ended March 31, 2017 *10.19(b) Transition Agreement and General Release dated as of February 28, 2017 between the Company and M. Elise Hyland Incorporated herein by reference to Exhibit 10.3 to EQT Midstream Partners, LP's Form 10-Q (#001-35574) for the quarter ended March 31, 2017 *10.20(a) Amended and Restated Confidentiality, Non-Solicitation and Non-Competition Agreement dated as of July 29, 2015 between the Company and Randall L. Crawford Incorporated herein by reference to Exhibit 10.3 to Form 8-K (#001-3551) filed on July 31, 2015 *10.20(b) Amendment to Amended and Restated Confidentiality, Non-Solicitation and Non-Competition Agreement effective as of January 1, 2016 between the Company and Randall L. Crawford Incorporated herein by reference to Exhibit 10.12(b) to Form 10-K (#001-3551) for the year ended December 31, 2015 *10.20(c) Transition Agreement and General Release dated as of January 9, 2017 between the Company and Randall L. Crawford Incorporated herein by reference to Exhibit 10.14(e) to Form 10-K (#001-3551) for the year ended December 31, 2016 *10.21 Separation and Release Agreement, dated as of November 13, 2017, among the Company, EQT RE, LLC and Daniel J. Rice IV Incorporated herein by reference to Exhibit 10.1 to Form 8-K (#001-3551) filed on November 17, 2017 21 Schedule of Subsidiaries Filed herewith as Exhibit 21 23.01 Consent of Independent Registered Public Accounting Firm Filed herewith as Exhibit 23.01 23.02 Consent of Ryder Scott Company, L.P. Filed herewith as Exhibit 23.02 31.01 Rule 13(a)-14(a) Certification of Principal Executive Officer Filed herewith as Exhibit 31.01 31.02 Rule 13(a)-14(a) Certification of Principal Financial Officer Filed herewith as Exhibit 31.02 32 Section 1350 Certification of Principal Executive Officer and Principal Financial Officer Furnished herewith as Exhibit 32 99 Independent Petroleum Engineers Audit Report Filed herewith as Exhibit 99