Table of Contents

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549
 
FORM 10-K
 
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE FISCAL YEAR ENDED DECEMBER 31, 20172018

[   ]TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

or

FOR THE TRANSITION PERIOD FROM ___________ TO __________

 
COMMISSION FILE NUMBER 001-03551
 
EQT CORPORATION
(Exact name of registrant as specified in its charter)
 

PENNSYLVANIA
(State or other jurisdiction of incorporation or organization)

25-0464690
(IRS Employer Identification No.)

625 Liberty Avenue, Suite 1700
Pittsburgh, Pennsylvania
(Address of principal executive offices)
15222
(Zip Code)
 
Registrant’s telephone number, including area code:  (412) 553-5700

Securities registered pursuant to Section 12(b) of the Act:
 
Title of each className of each exchange on which registered
Common Stock, no par valueNew York Stock Exchange
 
Securities registered pursuant to Section 12(g) of the Act:  None
 
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes    X   No ___
 
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes  ___   No   X
 
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes    X   No ___
 
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes    X   No ___
 
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.   [ X ]
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and "emerging growth company" in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer    X  Accelerated filer  ___
Non-accelerated filer ___ (Do not check if a smaller reporting company)Smaller reporting company ___
 Emerging growth company ___
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes  ___   No   X
 
The aggregate market value of voting stock held by non-affiliates of the registrant as of June 30, 2017: $10.12018: $14.5 billion

The number of shares (in thousands) of common stock outstanding as of January 31, 2018: 264,4732019: 254,762

DOCUMENTS INCORPORATED BY REFERENCE
The Company’s definitive proxy statement relating to the 20182019 annual meeting of shareholders will be filed with the Securities and Exchange Commission within 120 days after the close of the Company’s fiscal year ended December 31, 20172018 and is incorporated by reference in Part III to the extent described therein.


TABLE OF CONTENTS
 
 Glossary of Commonly Used Terms, Abbreviations and Measurements
 Cautionary Statements
 
PART I
 
Item 1Business
Item 1ARisk Factors
Item 1BUnresolved Staff Comments
Item 2Properties
Item 3Legal Proceedings
Item 4Mine Safety Disclosures
 Executive Officers of the Registrant
   
   
PART II
   
Item 5Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
Item 6Selected Financial Data
Item 7Management’s Discussion and Analysis of Financial Condition and Results of Operations
Item 7AQuantitative and Qualitative Disclosures About Market Risk
Item 8Financial Statements and Supplementary Data
Item 9Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
Item 9AControls and Procedures
Item 9BOther Information
 
PART III
 
Item 10Directors, Executive Officers and Corporate Governance
Item 11Executive Compensation
Item 12Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Item 13Certain Relationships and Related Transactions, and Director Independence
Item 14Principal Accounting Fees and Services
   
PART IV
   
Item 15Exhibits and Financial Statement Schedules
 Signatures


Glossary of Commonly Used Terms, Abbreviations and Measurements

Commonly Used Terms
AFUDC (Allowance for Funds Used During Construction) – carrying costs for the construction of certain long-term regulated assets are capitalized and amortized over the related assets’ estimated useful lives.  The capitalized amount for construction of regulated assets includes interest cost and a designated cost of equity for financing the construction of these regulated assets.
 
Appalachian Basin – the area of the United States composed of those portions of West Virginia, Pennsylvania, Ohio, Maryland, Kentucky and Virginia that lie in the Appalachian Mountains.
 
basis – when referring to commodity pricing, the difference between the futures price for a commodity and the corresponding sales price at various regional sales points.  The differential commonly is related to factors such as product quality, location, transportation capacity availability and contract pricing.
 
British thermal unit – a measure of the amount of energy required to raise the temperature of one pound of water one degree Fahrenheit.
 
collar – a financial arrangement that effectively establishes a price range for the underlying commodity.  The producer bears the risk and benefit of fluctuation between the minimum (floor) price and the maximum (ceiling) price.
 
continuous accumulations – natural gas and oil resources that are pervasive throughout large areas, have ill-defined boundaries and typically lack or are unaffected by hydrocarbon-water contacts near the base of the accumulation.
 
development well – a well drilled within the proved area of an oil or gas reservoir to the depth of a stratigraphic horizon known to be productive.
 
exploratory well – a well drilled to find a new field or to find a new reservoir in a field previously found to be productive of oil or gas in another reservoir. Generally, an exploratory well is any well that is not a development well, an extension well, a service well or a stratigraphic test well.

extension well – a well drilled to extend the limits of a known reservoir.
 
feet of pay – footage penetrated by the drill bit into the target formation.
gas – all references to “gas” in this report refer to natural gas.
 
gross – “gross” natural gas and oil wells or “gross” acres equal the total number of wells or acres in which the Company has a working interest.
 
hedging – the use of derivative commodity and interest rate instruments to reduce financial exposure to commodity price and interest rate volatility.
 
horizontal drilling – drilling that ultimately is horizontal or near horizontal to increase the length of the well bore penetrating the target formation.

horizontal wells – wells that are drilled horizontal or near horizontal to increase the length of the well bore penetrating the target formation.
 
multiple completion well – a well equipped to produce oil and/or gas separately from more than one reservoir. Such wells contain multiple strings of tubing or other equipment that permit production from the various completions to be measured and accounted for separately.

multi-well pad – a well pad designed to enable the development of multiple horizontal wells from a single compact surface location. 

well pad - an area of land that has been cleared and leveled to enable a drilling rig to operate in the exploration and development of a natural gas or oil well.



Glossary of Commonly Used Terms, Abbreviations and Measurements
 
natural gas liquids (NGLs) – those hydrocarbons in natural gas that are separated from the gas as liquids through the process of absorption, condensation adsorption or other methods in gas processing plants.  Natural gas liquids include primarily ethane, propane, butane and iso-butane.
 
net – “net” natural gas and oil wells or “net” acres are determined by adding the fractional ownership working interests the Company has in gross wells or acres.
 
net revenue interest – the interest retained by the Company in the revenues from a well or property after giving effect to all third-party interests (equal to 100% minus all royalties on a well or property).

option – a contract that gives the buyer the right, but not the obligation, to buy or sell a specified quantity of a commodity or other instrument at a specific price within a specified period of time.
physical basis sales contracts – contracts for the sale of natural gas with physical delivery at a specified location and priced at NYMEX natural gas prices, plus or minus a fixed differential.

play – a proven geological formation that contains commercial amounts of hydrocarbons.

productive well – a well that is producing oil or gas or that is capable of production.
 
proved reserves – quantities of oil, natural gas, and NGLs which, by analysis of geological and engineering data, can be estimated with reasonable certainty to be economically producible from a given date forward, from known reservoirs, and under existing economic conditions, operating methods and government regulations prior to the time at which contracts providing the right to operate expire, unless evidence indicates that renewal is reasonably certain, regardless of whether deterministic or probabilistic methods are used for the estimation.
 
proved developed reserves – proved reserves which can be expected to be recovered through existing wells with existing equipment and operating methods.
 
proved undeveloped reserves (PUDs) – proved reserves that can be estimated with reasonable certainty to be recovered from new wells on undrilled proved acreage or from existing wells where a relatively major expenditure is required for completion.
 
reservoir – a porous and permeable underground formation containing a natural accumulation of producible natural gas and/or oil that is confined by impermeable rock or water barriers and is separate from other reservoirs.
royalty interest – the land owner’s share of oil or gas production, typically 1/8.

service well – a well drilled or completed for the purpose of supporting production in an existing field. Specific purposes of service wells include, among other things, gas injection, water injection and salt-water disposal.

stratographic test well – a drilling effort, geologically directed, to obtain information pertaining to a specific geological condition. Such wells customarily are drilled without the intent of being completed for hydrocarbon production.
throughput – the volume of natural gas transported or passing through a pipeline, plant, terminal, or other facility during a particular period.
working gas – the volume of natural gas in the storage reservoir that can be extracted during the normal operation of the storage facility.
 
working interest – an interest that gives the owner the right to drill, produce and conduct operating activities on a property and receive a share of any production.

Glossary of Commonly Used Terms, Abbreviations and Measurements
 
Abbreviations
 
ASC – Accounting Standards Codification
CFTC – Commodity Futures Trading Commission
EPA – U.S. Environmental Protection Agency
FASB – Financial Accounting Standards Board
FERC – Federal Energy Regulatory Commission
GAAP – U.S. Generally Accepted Accounting Principles
IPO – initial public offering
IRS – Internal Revenue Service
NYMEX – New York Mercantile Exchange
OTC – over the counter
SEC – Securities and Exchange Commission

 
Measurements
 
Bbl  =  barrel
BBtu =  billion British thermal units
Bcf  =  billion cubic feet
Bcfe  =  billion cubic feet of natural gas
equivalents, with one barrel of NGLs and crude oil
being equivalent to 6,000 cubic feet of natural gas
Btu =  one British thermal unit
Dth =  dekatherm or million British thermal units
Mbbl  =  thousand barrels
Mcf  =  thousand cubic feet
Mcfe  =  thousand cubic feet of natural gas
equivalents, with one barrel of NGLs and crude oil
being equivalent to 6,000 cubic feet of natural gas
MMBtu  =  million British thermal units
MMcf  =  million cubic feet
MMcfe  =  million cubic feet of natural gas
equivalents, with one barrel of NGLs and crude oil
being equivalent to 6,000 cubic feet of natural gas
MMgalMMDth = million gallons
TBtu  =  trillion British thermal unitsdekatherm
Tcfe  =  trillion cubic feet of natural gas
equivalents, with one barrel of NGLs and crude oil
being equivalent to 6,000 cubic feet of natural gas


Cautionary Statements
 
Disclosures in thisThis Annual Report on Form 10-K containcontains certain forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and Section 27A of the Securities Act of 1933, as amended. Statements that do not relate strictly to historical or current facts are forward-looking and usually identified by the use of words such as “anticipate,” “estimate,” “could,” “would,” “will,” “may,” “forecast,” “approximate,” “expect,” “project,” “intend,” “plan,” “believe” and other words of similar meaning in connection with any discussion of future operating or financial matters. Without limiting the generality of the foregoing, forward-looking statements contained in this Annual Report on Form 10-K include the matters discussed in the sectionsections captioned “Strategy” and "Outlook" in Item 1, “Business,” the sectionssection captioned “Outlook” and “Impairment of Oil and Gas Properties and Goodwill” in Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and theall discussions of expectations of plans, strategies, objectives and growth and anticipated financial and operational performance of the Company and its subsidiaries, including guidance regarding the Company’s strategy to develop its Marcellus, Utica, Upper Devonian and other reserves; drilling plans and programs (including the number, type, feet of pay, averagedepth, spacing, lateral lengths and location of wells to be drilled and the availability of capital to complete these plans and programs); production and sales volumes (including liquids volumes) and growth rates; production of free cash flow and the Company's ability to reduce its drilling costs and capital expenditures; the Company's ability to maximize recoveries per acre; gathering and transmission volumes; the weighted average contract life of firm gathering, transmission and storage contracts; infrastructure programs (including the timing, cost and capacity of the gathering and transmission expansion projects);programs; the cost, capacity, timing of regulatory approvals and anticipated in-service date of the Mountain Valley Pipeline (MVP) project; the ultimate terms, partners and structure of Mountain Valley Pipeline, LLC; technology (including drilling and completion techniques);approvals; monetization transactions, including asset sales, joint ventures or other transactions involving the Company’s assets; acquisition transactions; whether the Company will sell its Ohio midstream assets to EQT Midstream Partners, LP and the timing of such transaction or transactions; the Company’s ability to achieve the anticipated synergies, operational efficiencies and returns from its acquisition of Rice Energy Inc.; the Company's ability to achieve the anticipated operational, financial and strategic benefits of its spin-off of Equitrans Midstream Corporation (Equitrans Midstream); the timing and structure of any dispositions of the Company's announcementapproximately 19.9% interest in Equitrans Midstream, and the planned use of a decision for addressing its sum-of-the-parts discount;the proceeds from any such dispositions; natural gas prices, changes in basis and the impact of commodity prices on the Company's business; reserves, including potential future downward adjustments;adjustments and reserve life; potential future impairments of the Company's assets; projected capital expenditures and capital contributions; the amount and timing of any repurchases underof the Company’sCompany's common stock including whether the Company will institute a share repurchase authorization;program; dividend amounts and rates; liquidity and financing requirements, including funding sources and availability; hedging strategy; the effects of government regulation and litigation; the expected impact of the Tax Cuts and Jobs Act of 2017;litigation and tax position. The forward-looking statements included in this Annual Report on Form 10-K involve risks and uncertainties that could cause actual results to differ materially from projected results. Accordingly, investors should not place undue reliance on forward-looking statements as a prediction of actual results. The Company has based these forward-looking statements on current expectations and assumptions about future events.events, taking into account all information currently available to the Company. While the Company considers these expectations and assumptions to be reasonable, they are inherently subject to significant business, economic, competitive, regulatory and other risks and uncertainties, many of which are difficult to predict and beyond the Company’s control. The risks and uncertainties that may affect the operations, performance and results of the Company’s business and forward-looking statements include, but are not limited to, those set forth under Item 1A, “Risk Factors,” and elsewhere in this Annual Report on Form 10-K.10-K, and the other documents the Company files from time to time with the SEC.

Any forward-looking statement speaks only as of the date on which such statement is made and the Company does not intend to correct or update any forward-looking statement, whether as a result of new information, future events or otherwise.otherwise, except as required by law.

Reserve engineering is a process of estimating underground accumulations of natural gas, NGLs and oil that cannot be measured in an exact way. The accuracy of any reserve estimate depends on the quality of available data, the interpretation of such data and price and cost assumptions made by reserve engineers. In addition, the results of drilling, testing and production activities may justify revisions of estimates that were made previously. If significant, such revisions would change the schedule of any further production and development program. Accordingly, reserve estimates may differ significantly from the quantities of natural gas, NGLs and oil that are ultimately recovered.

In reviewing any agreements incorporated by reference in or filed with this Annual Report on Form 10-K, please remember such agreements are included to provide information regarding the terms of such agreements and are not intended to provide any other factual or disclosure information about the Company. The agreements may contain representations and warranties by the Company, which should not in all instances be treated as categorical statements of fact, but rather as a way of allocating the risk to one of the parties to such agreements should those statements prove to be inaccurate. The representations and warranties were intended to be relied upon solely by the applicable party to such agreement and were made only as of the date of the relevant agreement or such other date or dates as may be specified in such agreement and are subject to more recent developments. Accordingly, these representations and warranties alone may not describe the actual state of affairs of the Company or its affiliates as of the date they were made or at any other time.time and should not be relied upon as statements of fact.


PART I
Item 1.      Business
 
General

EQT Corporation (EQT or the Company) conducts its business through five business segments:is a natural gas production company with emphasis in the Appalachian Basin and operations throughout Pennsylvania, West Virginia and Ohio. EQT Production, EQM Gathering, EQM Transmission, RMP Gathering and RMP Water. EQT Production is the leadinglargest producer of natural gas producer in the United States, based on average daily sales volumes, with 21.421.8 Tcfe of proved natural gas, NGLs and crude oil reserves across approximately 4.01.4 million gross acres, including approximately 1.1 million gross acres in the Marcellus play, many of which have associated deep Utica or Upper Devonian drilling rights, and approximately 0.1 million gross acres in the Ohio Utica play as of December 31, 2017. EQM Gathering and EQM Transmission provide gathering, transmission and storage services for the Company’s produced gas, as well as for independent third parties across the Appalachian Basin through EQT Midstream Partners, LP (EQM) (NYSE: EQM), a publicly traded limited partnership formed by EQT to own, operate, acquire and develop midstream assets in the Appalachian Basin. RMP Gathering provides natural gas gathering services to the Company in the dry gas core of the Marcellus Shale in southwestern Pennsylvania,through Rice Midstream Partners LP (RMP) (NYSE: RMP). RMP Water provides water services that support well completion activities and collects and recycles or disposes of flowback and produced water for the Company and third parties in Washington and Greene Counties, Pennsylvania and Belmont County, Ohio also through RMP.2018.

On November 13, 2017, the Company completed its acquisition of Rice Energy Inc. (Rice) pursuant to the Agreement and Plan of Merger, dated as of June 19, 2017 (as amended, the Merger Agreement), by and among the Company, Rice and a wholly owned indirect subsidiary of the Company (Merger Sub). Pursuant to the terms of the Merger Agreement, on November 13, 2017, Merger Sub merged with and into Rice (the Rice Merger) with Rice continuing as the surviving corporation in the Rice Merger. Immediately after the effective time of the Rice Merger (the Effective Time), Rice was merged with and into another wholly owned indirect subsidiary of the Company.Strategy

The Company acquiredseeks to be the premier producer of environmentally friendly, reliable, low-cost natural gas, while maximizing the long-term value of its assets through operational efficiency and a totalculture of approximately 270,000 net acres throughsustainability. To accomplish these objectives and deliver value to its stakeholders, the Rice Merger, which includes approximately 205,000 net Marcellus acres, as well as approximately 65,000 net Utica acres in Ohio.Company's strategic priorities include focusing on reducing costs, improving operational and capital efficiency, consistently delivering volumes and prioritizing the return of capital to shareholders while strengthening the Company's balance sheet. The Company also acquired Upper Devonianintends to achieve mid-single digit year-over-year production growth combined with substantial and sustainable free cash flow by executing on its plan, with a stable operating cadence which is expected to result in higher capital efficiency.

The Company believes the long-term outlook for its business is favorable due to the Company’s substantial resource base, financial strength, and its commitment to capital discipline and operational efficiencies. The Company believes the combination of these factors provide it with an opportunity to exploit and develop its acreage and reserves and maximize efficiency through economies of scale. The Company has a significant contiguous acreage position in the core of the Marcellus and Utica drilling rights held in Pennsylvania. In addition, the Company acquired a 28% limited partner interest, all of the incentive distribution rights (IDRs) and the entire non-economic general partner interest in RMP, as well as certain retained gathering assets located in Belmont and Monroe Counties, Ohio (the Rice retained gathering assets). See Note 2 to the Consolidated Financial Statements for additional information related to the Rice Merger.

In 2015, the Company formed EQT GP Holdings, LP (EQGP) (NYSE: EQGP), a Delaware limited partnership, to own the Company's partnership interests in EQM. As of December 31, 2017, the Company owned the entire non-economic general partner interest and a 90.1% limited partner interest, in EQGP. As of December 31, 2017, EQGP's only cash-generating assets were the following EQM partnership interests: a 26.6% limited partner interest in EQM; a 1.8% general partner interest in EQM; and all of EQM's IDRs. The Company is the ultimate parent company of EQGP, EQM and RMP.

Due to the Company's ownership and control of EQGP, EQM and RMP, the results of EQGP, EQM and RMP are consolidated in the Company’s financial statements.  The Company records the noncontrolling interests of the public limited partners of EQGP, EQM and RMP in its financial statements.

Key Events in 2017
With the completion of the Rice Merger, the Company became the leading natural gas producer in the United States based on average daily sales volumes. Other significant events in 2017 for EQT included:

EQT achieved record annual production sales volumes, including a 17% increase in total sales volumes and a 17% increase in Marcellus sales volumes. Average realized price increased 23% to $3.04 per Mcfe in 2017 from $2.47 per Mcfe in 2016.

On February 1, 2017, the Company acquired approximately 14,000 net Marcellus acres located in Marion, Monongalia and Wetzel Counties, West Virginia from a third party for $132.9 million.

On February 27, 2017, the Company acquired approximately 85,000 net Marcellus acres, including drilling rights on approximately 44,000 net Utica acres, from Stone Energy Corporation for $523.5 million. The acquired acres are primarily located in Wetzel, Marshall, Tyler and Marion Counties, West Virginia. The acquired assets also included 174 operated Marcellus wells and 20 miles of gathering pipeline.

On June 30, 2017, the Company acquired approximately 11,000 net Marcellus acres, and the associated Utica drilling rights, from a third party for $83.7 million. The acquired acres are primarily located in Allegheny, Washington and Westmoreland Counties, Pennsylvania.

On October 4, 2017, the Company completed the public offering of $3.0 billion principal amount of notes. The Company used the net proceeds from the sale of the notes to fund a portion of the cash consideration for the Rice Merger, to pay expenses related to the Rice Merger and related transactions, to redeem $700 million aggregate principal amount of Company indebtedness due in 2018 and for other general corporate purposes.

On October 13, 2017, the FERC issued the Certificate of Public Convenience and Necessity for Mountain Valley Pipeline, LLC (MVP Joint Venture).

Business Segments

Prior to the Rice Merger, the Company reported its results of operations through three business segments: EQT Production, EQT Gathering and EQT Transmission. These reporting segments reflected the Company's lines of business and were reported in the same manner inshales which the Company evaluated its operating performance through September 30, 2017. Following the Rice Merger, the Company adjusted its internal reporting structurebelieves will allow it to incorporate the newly acquired assets.realize operational efficiencies and improve overall returns. The Company now conducts its business through five business segments: EQT Production, EQM Gathering (formerly known as EQT Gathering), EQM Transmission (formerly known as EQT Transmission), RMP Gathering and RMP Water. The EQT Production segment incorporates the Company’s production activities, including those acquired in the Rice Merger, the Company's marketing operations, and certain gathering operations primarily supporting the Company's production activities, including the Rice retained gathering assets. The EQM Gathering segment and the EQM Transmission segment include all of the Company's assets and operations that are owned by EQM; therefore, the financial and operational disclosures related to EQM Gathering and EQM Transmission in this Annual Report on Form 10-K are the same as EQM’s disclosures in its Annual Report on Form 10-K for the year ended December 31, 2017. The RMP Gathering segment contains the Company's gathering assets that are owned by RMP. The RMP Water segment contains the Company's water pipelines, impoundment facilities, pumping stations, take point facilities and measurement facilities owned by RMP. Following the Rice Merger, the financial and operational disclosures related to RMP Gathering and RMP Water will be the same as RMP’s successor disclosures in its Annual Report on Form 10-K for the year ended December 31, 2017.


The following illustration depicts EQT’s consolidated acreage position along with its gathering and transmission systems:



EQT Production Business Segment
EQT Production holds 21.4 Tcfe of proved natural gas, NGLs and crude oil reserves across approximately 4.0 million gross acres, including approximately 1.1 million gross acres in the Marcellus play, many of which also include associated deep Utica or Upper Devonian drilling rights, and approximately 0.1 million gross acres in the Ohio Utica, as of December 31, 2017. EQT believes that it is a technology leader in horizontal drilling and completionscompletion activities in the Appalachian Basin and continues to improve its operations through the use of new technology.  EQT Production’s strategy istechnologies and a company-wide focus on efficiency.  Development of multi-well pads in conjunction with longer laterals, optimized well spacing, and completion techniques allow the Company to maximize shareholder valuedevelopment efficiencies while reducing the overall environmental surface footprint of its drilling operations.
Key Events in 2018

The Company achieved annual sales volumes of 1,488 Bcfe and average daily sales volumes of 4,076 MMcfe/d. Adjusted for the impact of the 2018 Divestitures, as explained below, total annual sales volumes were 1,447 Bcfe or 3,964 MMcfe/d.

On June 19, 2018, the Company sold its non-core Permian Basin assets located in Texas for net proceeds of $56.9 million (the Permian Divestiture). The assets sold in the Permian Divestiture included approximately 970 productive wells with net production of approximately 20 MMcfe per day at the time of sale, approximately 350 miles of low-pressure gathering lines and 26 compressors.

On July 18, 2018, the Company sold approximately 2.5 million non-core, net acres in the Huron play for net proceeds of $523.6 million (the Huron Divestiture). The assets sold in the Huron Divestiture included approximately 12,000 productive wells with current net production of approximately 200 MMcfe per day, approximately 6,400 miles of low-pressure gathering lines and 59 compressor stations. The Company retained the deep drilling rights across the divested acreage.

On November 12, 2018, the Company completed the Separation and Distribution of Equitrans Midstream Corporation (Equitrans Midstream), as explained below under “Separation and Distribution.”

Outlook

In 2019, the Company expects to spend approximately $1.5 billion for reserve development, approximately $0.2 billion for land and lease acquisitions, approximately $0.1 billion for capitalized overhead and approximately $0.1 billion for other production infrastructure. The Company plans to spud approximately 134 gross wells (126 net), including 91 Marcellus wells in Pennsylvania, 15 Marcellus wells in West Virginia and 28 Ohio Utica gross wells (20 net). Estimated sales volumes are expected to be 1,470 to 1,510 Bcfe for 2019. The 2019 drilling program is expected to support a 5% increase in sales volume in 2020 over

the Company's 2019 expected sales volumes. The 2019 capital investment plan is expected to be funded by maintaining an industry leading cost structurecash generated from operations.

The Company’s revenues, earnings, liquidity and ability to profitablygrow are substantially dependent on the prices it receives for, and the Company’s ability to develop its reserves of, natural gas, oil and NGLs. Due to the volatility of commodity prices, the Company is unable to predict future potential movements in the market prices for natural gas, and NGLs at the Company's ultimate sales points and thus cannot predict the ultimate impact of prices on its operations. Changes in natural gas, NGLs and oil prices could affect, among other things, the Company's development plans, which would increase or decrease the pace of the development and the level of the Company's reserves, as well as the Company's revenues, earnings or liquidity. Lower prices could also result in non-cash impairments in the book value of the Company’s oil and gas properties or other long lived intangible assets or downward adjustments to the Company’s estimated proved reserves. EQT’sAny such impairment and/or downward adjustment to the Company’s estimated reserves could potentially be material to the Company. See "Impairment of Oil and Gas Properties and Goodwill" and “Critical Accounting Policies and Estimates” included in Item 7, "Management’s Discussion and Analysis of Financial Condition and Results of Operations" for a discussion of the Company’s accounting policies and significant assumptions related to accounting for oil and gas producing activities and the Company's policies and processes with respect to impairment reviews for proved and unproved property and goodwill.

Separation and Distribution

On November 12, 2018, EQT completed the previously announced separation of its midstream business, which was composed of the separately operated natural gas gathering, transmission and storage, and water services businesses of EQT, from its upstream business, which is composed of the natural gas, oil and natural gas liquids development, production and sales and commercial operations of the Company (the Separation). The Separation was effected by the transfer of the midstream business from EQT to Equitrans Midstream and the distribution of 80.1% of the outstanding shares of Equitrans Midstream common stock to EQT's shareholders (the Distribution). EQT's shareholders of record as of the close of business on November 1, 2018 (the Record Date) received 0.80 shares of Equitrans Midstream common stock for every one share of EQT common stock held as of the close of business on the Record Date. EQT retained 19.9% of the outstanding shares of Equitrans Midstream common stock. 

As a result of the Distribution, Equitrans Midstream is now an independent public company listed under the ticker symbol “ETRN” on the New York Stock Exchange (NYSE). The Company’s common stock is listed under the symbol “EQT” on the NYSE.

The Company plans to dispose of all of its retained Equitrans Midstream common stock, which may include dispositions through one or more subsequent exchanges for debt or a sale of its shares for cash. The Company expects to use the proceeds from any dispositions of its retained Equitrans Midstream common stock to reduce the Company's debt.

Segment and Geographical Information

The Company's operations consist of one reportable segment. The Company has a single, company-wide management team that administers all properties as a whole rather than by discrete operating segments. The Company measures financial performance as a single enterprise and not on an area-by-area basis. Substantially all of the Company’s assets and operations are located in the Appalachian Basin.

Proved Reserves
The Company’s proved reserves increased 59%2% in 2017, primarily as a result2018, or 11% when adjusted for the impact of acquisitions.the Huron Divestiture and Permian Divestiture (collectively, the 2018 Divestitures). The Company’sCompany's Marcellus assets constituted approximately 16.919.1 Tcfe of the Company's total proved reserves as of December 31, 2018 and increased 13% as compared to December 31, 2017.

The Company’s Marcellus assets constituted approximately 87% of the Company's total proved reserves by volume as of December 31, 2018. As of December 31, 2017,2018, the Company’s proved reserves were as follows:
(Bcfe) Marcellus 
Upper
Devonian
 Ohio Utica 

Other
 Total Marcellus 
Upper
Devonian
 Ohio Utica 

Other
 Total
Proved Developed 8,092
 683
 757
 1,767
 11,299
 9,625
 915
 898
 112
 11,550
Proved Undeveloped 8,805
 293
 1,049
 
 10,147
 9,464
 92
 711
 
 10,267
Total Proved Reserves 16,897
 976
 1,806
 1,767
 21,446
 19,089
 1,007
 1,609
 112
 21,817


The Company’s natural gas wells are generally low-risk, having ahave long reserve life with relatively low development and production costs on a per unit basis.lives.  Assuming that future annual production from these reserves is consistent with 20182019 production guidance, the remaining reserve life of the Company’s total proved reserves, as calculated by dividing total proved reserves by 2018 produced2019 production volumes guidance, is 14approximately 15 years.

The Company invested approximately $1,385$2,255.0 million on wellreserve development during 2017,2018, with total production sales volumes of 887.51,488 Bcfe, an increase of 17%68% over the previous year. EQT Production expects to spendThe Company drilled approximately $2.2 billion for well development (primarily drilling and completion) in 2018, which is expected to support the drilling of approximately 195153 gross wells (133 net), including 134105 Marcellus gross wells 16in Pennsylvania (99 net), 5 Upper Devonian wells in Pennsylvania, 12 Marcellus wells in West Virginia and 4531 Ohio Utica wells. The Company also intends to spend approximately $0.2 billion for acreage fill-ins, bolt-on leasing, and other items.gross wells (17 net). During the past three years, the Company’s number of wells drilled (spud) and related capital expenditures for wellreserve development were:
  Years Ended December 31,
  2018 2017 2016
  (Millions)
Horizontal Marcellus* $1,895
 $1,137
 $559
Ohio Utica 360
 50
 58
Other 
 21
 6
Total $2,255
 $1,208
 $623
  Years Ended December 31,
  2017 2016 2015
Gross wells spud:      
Horizontal Marcellus* 193
 130
 157
Ohio Utica 7
 
 
Other 1
 5
 4
Total 201
 135
 161
       
Capital expenditures for well development (in millions):
Horizontal Marcellus* $1,295
 $686
 $1,527
Ohio Utica 31
 
 
Other 59
 97
 143
Total $1,385
 $783
 $1,670
  
* Includes Upper Devonian formations.

The EQT Production segment also includes the following gathering assets which are not owned by EQM or RMP:

approximately 152 miles of high pressure gathering lines and 4 compressor stations in Belmont and Monroe County, Ohio as of December 31, 2017;

Strike Force Midstream Holdings LLC's (Strike Force Holdings) 75% membership interest in Strike Force Midstream LLC (Strike Force Midstream), which owns approximately 67 miles of high pressure gathering lines and 2 compressor stations in Belmont and Monroe County, Ohio, as of December 31, 2017; and


approximately 6,600 miles of gathering lines that primarily support the Company's and third party production operations in non-core areas of declining production.

Third party revenues for these gathering services are included in pipeline and net marketing services revenues for the EQT Production segment and were approximately $30.8 million for the year ended December 31, 2017, inclusive of third party revenues during the period of November 13, 2017 through December 31, 2017 for EQT Production including the Rice retained gathering assets.    

The Company optimizes its transportation and processing assets to sellsells natural gas and NGLs to marketers, utilities and industrial customers within its operational footprint and in markets availablethat are accessible through the Company's current transportation portfolio. The Company provides marketing services for the benefit of EQT Production and third parties and manageshas access to approximately 2.42.9 Bcf per day of firm third party contractual pipeline takeaway capacity and 685 MMcf0.6 Bcf per day of firm third party processing capacity. The Company has also committed to an initial 1.29 Bcf per day of firm capacity on the MVP (defined under EQM Transmission) and approximately 0.3 Bcf per day of additional third party contractual takeaway capacity expected to come online in future periods.

EQM Gathering Business Segment

As of December 31, 2017, EQM Gathering included approximately 300 miles of high pressure gathering lines with approximately 2.3 Bcf per day of total firm contracted gathering capacity, compression of approximately 189,000 horsepower and multiple interconnect points with EQM Transmission's transmission and storage system. EQM Gathering's system also included approximately 1,500 miles of FERC-regulated low pressure gathering lines.

In the ordinary course of its business, EQM Gathering pursues gathering expansion projects for affiliates and third party producers. EQM Gathering invested approximately $197 million on gathering projects in 2017 that added 475 MMcf per day of firm gathering capacity in southwestern Pennsylvania. This included the final phase of the header pipeline for Range Resources Corporation (Range Resources), which was placed in-service during the second quarter of 2017. The system now provides total firm gathering capacity of 600 MMcf per day at a total project cost of approximately $240 million. This and other expansion projects, primarily for affiliates, supported increased gathered volumes of 11% and gathering revenues of 14% in 2017. In 2018, EQM Gathering estimates capital expenditures of approximately $300 million on gathering expansion projects, primarily driven by affiliate wellhead and header projects in Pennsylvania and West Virginia, including the Hammerhead project, a 1.2 Bcf per day gathering header connecting Pennsylvania and West Virginia production to the MVP.

EQM Transmission Business Segment

As of December 31, 2017, EQM Transmission's transmission and storage system included an approximately 950-mile FERC-regulated interstate pipeline that connects to seven interstate pipelines and local distribution companies. The transmission system is supported by 18 associated natural gas storage reservoirs with approximately 645 MMcf per day of peak withdrawal capacity, 43 Bcf of working gas capacity and 41 compressor units, with total throughput capacity of approximately 4.4 Bcf per day and compression of approximately 120,000 horsepower as of December 31, 2017.
In the ordinary course of its business, EQM Transmission pursues transmission projects aimed at profitably increasing system capacity. EQM Transmission invested approximately $111 million on transmission and storage system infrastructure in 2017. Revenues in 2017 increased by approximately $41 million or 12% compared to 2016. In 2018, EQM Transmission will focus on the following transmission projects:

Mountain Valley Pipeline (MVP). The MVP Joint Venture which is a joint venture with affiliates of each of NextEra Energy, Inc., Consolidated Edison, Inc., WGL Holdings, Inc. and RGC Resources, Inc. EQM is the operator of the MVP and owned a 45.5% interest in the MVP Joint Venture as of December 31, 2017. The 42 inch diameter MVP has a targeted capacity of 2.0 Bcf per day and is estimated to span 300 miles extending from EQM Transmission's existing transmission and storage system in Wetzel County, West Virginia to Pittsylvania County, Virginia providing access to the growing Southeast demand markets. As currently designed, the MVP is estimated to cost a total of approximately $3.5 billion, excluding AFUDC, with EQM funding its proportionate share through capital contributions made to the joint venture. In 2018, EQM expects to provide capital contributions of $1.0 billion to $1.2 billion to the MVP Joint Venture. The MVP Joint Venture has secured a total of 2.0 Bcf per day of firm capacity commitments at 20-year terms, including a 1.29 Bcf per day firm capacity commitment by EQT, and is currently in negotiation with additional shippers who have expressed interest in the MVP project. On October 13, 2017, the FERC issued the Certificate of Public Convenience and Necessity for the project. In January 2018, the MVP Joint Venture received multiple limited notices to proceed from the FERC to begin construction

activities on certain facilities. The MVP Joint Venture plans to commence construction in the first quarter of 2018. The pipeline is targetedexpected to be placed in-service duringin the fourth quarter of 2018.2019.

Transmission Expansion. In 2018, EQM Transmission estimates capital expenditures of approximately $100 million for other transmission expansion projects, primarily attributable to the Equitrans Expansion project. The Equitrans Expansion project is designed to provide north-to-south capacity on the mainline Equitrans system for deliveries to the MVP.

RMP Gathering Business Segment

As of December 31, 2017, RMP Gathering included an approximately 178 mile high pressure dry gas gathering system with approximately 5.1 TBtu per day of gathering capacity and compression capacity of approximately 85,000 horsepower that services the Company and third parties in Washington and Greene Counties, Pennsylvania, with connections to five interstate pipelines.
RMP Water Business Segment

RMP Water's assets include water pipelines, impoundment facilities, pumping stations, take point facilities and measurement facilities used to support well completion activities and to collect and recycle or dispose of flowback and produced water for the Company and third parties in Washington and Greene Counties, Pennsylvania, and Belmont County, Ohio. As of December 31, 2017, RMP Water's Pennsylvania assets provided access to 29.4 MMgal per day of fresh water from the Monongahela River and several other regional water sources, and RMP Water's Ohio assets provided access to 14.0 MMgal per day of fresh water from the Ohio River and several other regional water sources.

Strategy
EQT’s strategy is to maximize shareholder value by profitably and safely developing its undeveloped reserves while maintaining an industry leading cost structure and effectively and efficiently utilizing EQM's and RMP's extensive midstream assets that are uniquely positioned across the Marcellus, Upper Devonian and Utica Shales.

Following the Rice Merger, the Company has significant acreage scale in the core of the Marcellus which will allow EQT to drill considerably longer laterals, realize operational efficiencies and improve overall returns. EQT believes that it is a technology leader in horizontal drilling and completion in the Appalachian Basin and continues to improve its operations through the use of new technology.  Development of multi-well pads in conjunction with longer laterals, well spacing, and completion techniques allows EQT to maximize recoveries per acre while reducing the overall environmental surface footprint of the Company’s drilling operations.
The Company's midstream assets span a wide area of the Marcellus, Upper Devonian and Utica Shales in southwestern Pennsylvania, northern West Virginia and southeastern Ohio. This footprint provides a competitive advantage that uniquely positions the Company for continued growth. EQM and RMP intend to capitalize on the growing need for gathering, transmission and water infrastructure in this region, including the need for midstream header connectivity to interstate pipelines in Pennsylvania, West Virginia and Ohio.

The Company’s board of directors has formed a committee to evaluate options for addressing the Company’s sum-of-the-parts discount.  The board will announce a decision by the end of March, 2018, after considering the committee’s recommendation.

See “Capital Resources and Liquidity” in Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of this Annual Report on Form 10-K for details regarding the Company’s capital expenditures.
Markets and Customers

No single customer accounted for more than 10% of EQT's total operating revenues for 2018, 2017 and 2016. One customer within the EQT Production segment accounted for approximately 10% of EQT's total operating revenues in 2015. The Company believes that the loss of this customer would not have a material adverse effect on its business because alternative customers for the Company's natural gas are available.
 
Natural Gas Sales: The Company’s produced natural gas is sold to marketers, utilities and industrial customers located in the Appalachian Basin and in the markets availablethat are accessible through the Company's current transportation portfolio, which includes markets in the Gulf Coast, Midwest and Northeast United States.States as well as Canada. Natural gas is a commodity and therefore the Company typically receives market-based pricing. The market price for natural gas in the Appalachian Basin is lower relative to the price at Henry Hub,

Louisiana (the location for pricing NYMEX natural gas futures) as a result of the increased supply of natural gas in the Appalachian Basin. In order to protect cash flow from undue exposure to the risk of changing commodity prices, the Company hedges a portion of its forecasted natural gas production, most of which is hedged at NYMEX natural gas prices. The Company’s hedging strategy and information regarding its derivative instruments is set forth under the heading “Commodity Risk Management” in Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” in Item 7A, “Quantitative and Qualitative Disclosures About Market Risk,” and in Notes 1 and 75 to the Consolidated Financial Statements.

NGLs Sales:  The Company primarily sells NGLs processed from its own gas production and from gas marketed for third parties.production.  In its Appalachian operations, the Company primarily contracts with MarkWest Energy Partners, L.P. (MarkWest) to process natural gas in order to extract the heavier hydrocarbon stream (consisting predominately of ethane, propane, iso-butane, normal butane and natural gasoline) primarily from EQT Production’sthe Company’s produced gas. The Company also contracts with MarkWest to market a portion of the Company's NGLs. The Company also has contractual processing arrangements with Williams Ohio Valley Midstream LLC to process natural gas and market a portion of its NGLs on behalf of the Company in its Appalachian operations. In its Permian Basin operations, the Company sells gas to third party processors at a weighted average liquids component price.

The following table presents the average sales price on a per Mcfe basis to EQT Corporation for sales of produced natural gas, NGLs and oil, with and without cash settled derivatives, for the years ended December 31:derivatives.
 For the Years Ended December 31,
 2017 2016 2015 2018 2017 2016
Average sales price per Mcfe sold (excluding cash settled derivatives) $2.98
 $1.99
 $2.38
 $3.15
 $2.98
 $1.99
Average sales price per Mcfe sold (including cash settled derivatives) $3.04
 $2.47
 $3.09
 $3.01
 $3.04
 $2.47
 

In addition, price information for all products is included in Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” under the caption “Consolidated Operational Data,“Average Realized Price Reconciliation,” and incorporated herein by reference.
EQM Gathering: EQT Production accounted for approximately 89% and 84% of EQM Gathering's gathering revenues and volumes, respectively, for 2017.

EQM provides gathering services in two manners: firm service and interruptible service. The fixed monthly fee under a firm contract is referred to as a firm reservation fee, which is recognized ratably over the contract period based on the contracted volume regardless of the amount of natural gas that is gathered. If there is available system capacity, customers can flow gas above the firm commitment volumes for a usage charge per unit at a rate that is generally the same or lower than the firm capacity charge per unit. EQM has firm gas gathering agreements in high pressure development areas with approximately 2.3 Bcf per day of total firm contracted gathering capacity as of December 31, 2017. Including expected future capacity from expansion projects that are not yet fully constructed but for which EQM had entered into firm gathering agreements, approximately 2.4 Bcf per day of firm gathering capacity was subscribed under firm gathering contracts as of December 31, 2017. On EQM's low pressure regulated gathering system, the typical gathering agreement is interruptible and has a one year term with month-to-month roll over provisions terminable upon at least 30 days notice. The rates for gathering service on the regulated system are based on the maximum posted tariff rate and assessed on actual receipts into the gathering system. EQM generally does not take title to the natural gas gathered for its customers but retains a percentage of wellhead natural gas receipts to recover natural gas used to run its compressor stations and other requirements on all of its gathering systems.
EQM Transmission: In 2017, EQT Production accounted for approximately 64% of transmission volumes and 53% of transmission revenues for EQM Transmission. Other customers include local distribution companies, marketers, other independent producers and commercial and industrial users. EQM's transmission system provides these customers with access to adjacent markets in Pennsylvania, West Virginia and Ohio and also provides access to the Mid-Atlantic, Northeastern, Midwestern and Gulf Coast markets in the United States through interconnect capacity with major interstate pipelines.

EQM Transmission generally does not take title to the natural gas transported or stored for its customers. EQM Transmission provides services in two manners: firm service and interruptible service. The fixed monthly fee under a firm contract is referred to as a capacity reservation fee, which is recognized ratably over the contract period based on the contracted volume regardless of the amount of natural gas that is transported or stored. In addition to capacity reservation fees, EQM Transmission may also collect usage fees when a firm transmission customer uses the capacity it has reserved under these firm transmission contracts. Where applicable, the usage fees are assessed on the actual volume of natural gas transported on the system. A firm customer is billed an additional usage fee on volumes in excess of firm capacity when the level of natural gas received for delivery from the customer exceeds its reserved capacity. Customers are not assured capacity or service for volumes in excess of firm capacity on the applicable pipeline as these volumes have the same priority as interruptible service.


Under interruptible service contracts, customers pay usage fees based on their actual utilization of assets. Customers that have executed interruptible contracts are not assured capacity or service on the applicable systems. To the extent that physical capacity that is contracted for firm service is not fully utilized or excess capacity that has not been contracted for service exists, the system can allocate such capacity to interruptible services.

Including expected future capacity from expansion projects that are not yet fully constructed but for which EQM has entered into firm contracts, approximately 5.1 Bcf per day of transmission capacity and 31.3 Bcf of storage capacity, respectively, were subscribed under firm transmission and storage contracts as of December 31, 2017. EQM Transmission's firm transmission and storage contracts had a weighted average remaining term of approximately 15 years as of December 31, 2017 based on total projected contracted revenues.

As of December 31, 2017, approximately 89% of EQM Transmission's contracted transmission firm capacity was subscribed by customers under negotiated rate agreements under its tariff. Approximately 9% of EQM Transmission’s contracted transmission firm capacity was subscribed at the recourse rates under its tariff, which are the maximum rates an interstate pipeline may charge for its services under its tariff. The remaining 2% of EQM Transmission’s contracted transmission firm capacity was subscribed at discounted rates, which are less than the maximum rates an interstate pipeline may charge for its services under its tariff.

EQM Transmission has an acreage dedication from EQT pursuant to which EQM Transmission has the right to elect to transport on its transmission and storage system all natural gas produced from wells drilled by EQT under an area covering approximately 60,000 acres in Allegheny, Washington and Greene Counties in Pennsylvania and Wetzel, Marion, Taylor, Tyler, Doddridge, Harrison and Lewis Counties in West Virginia. EQT has a significant natural gas drilling program in these areas.
  
Natural Gas Marketing: EQT Energy, LLC (EQT Energy) and Rice Energy Marketing LLC, EQT's, the Company's indirect wholly owned marketing subsidiaries, providesubsidiary, provides marketing services and contractual pipeline capacity management primarily for the benefit of the Company. EQT Production and third parties. The marketing subsidiariesEnergy also engageengages in risk management and hedging activities on behalf of EQT Production,the Company, the objective of which is to limit the Company’s exposure to shifts in market prices.

RMP Gathering: During the year ended December 31, 2017, EQT and Rice, prior to the Rice Merger, represented substantially all of RMP Gathering’s gathering and compression revenues.

RMP Gathering has secured dedications from certain EQT affiliates under various fixed price per unit gathering and compression agreements covering (i) approximately 246,000 gross acres of EQT's acreage position in Washington and Greene Counties, Pennsylvania, and (ii) subject to certain exceptions and limitations pursuant to the gas gathering and compression agreements, any future acreage certain affiliates of EQT acquire within these counties.

RMP Water Services: During the year ended December 31, 2017, EQT and Rice, prior to the Rice Merger, represented approximately 96% of RMP Water's water service revenues.

RMP Water has the exclusive right to provide certain fluid handling services to EQT Production until December 22, 2029, and from month to month thereafter. The fluid handling services include the exclusive right to provide fresh water for well completions operations and to collect and recycle or dispose of flowback and produced water within areas of dedication in Washington and Greene Counties, Pennsylvania and Belmont County, Ohio. RMP Water also provides water services to third parties under fee-based contracts to support well completion activities.

Competition
 
NaturalOther natural gas producers compete with the Company in the acquisition of properties, the search for and development of reserves, the production transportation and sale of natural gas and NGLs and the securing of services, labor, equipment and equipmenttransportation required to conduct operations. CompetitorsThe Company's competitors include independent oil and gas companies, major oil and gas companies and individual producers, operators and operators within and outside of the Appalachian Basin.  

Competition for natural gas gathering, transmission and storage volumes is primarily based on rates, customer commitment levels, timing, performance, commercial terms, reliability, service levels, location, reputation and fuel efficiencies.  Key competitors in the natural gas transmission and storage market include companies that own major natural gas pipelines. Key competitors for gathering systems include companies that own major natural gas pipelines, independent gas gatherers and integrated energymarketing companies.  EQT competes with numerous companies when marketing natural gas and NGLs. Some of these competitors are affiliates of companies with extensive pipeline systems that are used for transportation from producers to end-users.


Key competitors for water services include natural gas producers that develop their own water distribution systems in lieu of employing the Company's assets and other natural gas midstream companies. Our ability to attract volumes to the water services business depends on the Company's ability to evaluate and select suitable projects and to consummate transactions in a highly competitive environment.

Regulation
 
Regulation of the Company’s Operations

EQT Production’sThe Company’s exploration and production operations are subject to various types of federal, state and local laws and regulations, including regulations related to the location of wells; the method of drilling, well construction, well stimulation, hydraulic fracturing and casing design; water withdrawal and procurement for well stimulation purposes; well production; spill prevention plans; the use, transportation, storage and disposal of fluids and materials incidental to oil and gas operations; surface usage and the reclamation of properties upon which wells or other facilities have been located; the plugging and abandoning of wells; the calculation, reporting and disbursement of royalties and taxes; and the gathering of production in certain circumstances.  These regulations and any delays in obtaining related authorizations may affect the costs and timing of developing EQT Production’sthe Company’s natural gas resources.

EQT Production’sThe Company’s operations are also subject to conservation and correlative rights regulations, including the regulation of the size of drilling and spacing units or field rule units; setbacks; the number of wells that may be drilled in a unit or in close proximity to other wells; drilling in the vicinity of coal mining operations and certain other structures; and the unitization or pooling of natural gas properties. Kentucky, Ohio, Virginia and, for Utica or other deep wells, West Virginia allow the statutory pooling or unitization of tracts to facilitate development and exploration. In West Virginia, the Company must rely on voluntary pooling of lands and leases for Marcellus and Upper Devonian acreage. In 2013, the Pennsylvania legislature enacted lease integration legislation, which authorizes joint development of existing contiguous leases, and Texas permits similar joint development.leases. In addition, state conservation and oil and gas laws generally limit the venting or flaring of natural gas, and Texas sets allowables ongas. Various states also impose certain regulatory requirements to transfer wells to third parties or discontinue operations in the amountevent of production permitted from a well.divestitures by the Company.

The Company's gathering and transmission operations are subject to various types of federal and state environmental laws and local zoning ordinances, including air permitting requirements for compressor station and dehydration units and other permitting requirements; erosion and sediment control requirements for compressor station and pipeline construction projects; waste management requirements and spill prevention plans for compressor stations; various recordkeeping and reporting requirements for air permits and waste management practices; compliance with safety regulations; and siting and noise regulations for compressor stations and transmission facilities.stations. These regulations may increase the costs of operating existing pipelines and compressor stations and increase the costs of, and the time to develop, new or expanded pipelines and compressor stations.
The Company's interstate natural gas transmission and storage operations are regulated by the FERC, and certain gathering lines are also subject to rate regulation by the FERC. The FERC approves tariffs that establish EQM’s rates, cost recovery mechanisms and other terms and conditions of service applicable to its FERC-regulated assets. The fees or rates established under EQM’s tariffs are a function of its costs of providing services to customers, including a reasonable return on invested capital. The FERC’s authority over transmission operations also extends to: storage and related services; certification and construction of new interstate transmission and storage facilities; extension or abandonment of interstate transmission and storage services and facilities; maintenance of accounts and records; relationships between pipelines and certain affiliates; terms and conditions of service; depreciation and amortization policies; acquisition and disposition of facilities; the safety of pipelines; and initiation and discontinuation of services.

In 2010, the U.S. Congress adopted comprehensive financial reform legislation that establishesestablished federal oversight and regulation of the over-the-counter derivative market and entities, such as the Company, that participate in that market. The legislation, known as the Dodd-Frank Wall Street Reform and Consumer Protection Act (the Dodd-Frank Act), required the CFTC, the SEC and other regulatory agencies to promulgate rules and regulations implementing this legislation. As of the filing date of this Annual Report on Form 10-K, the CFTC had adopted and implemented many final rules that impose regulatory obligations on all market participants, including the Company, such as recordkeeping and certain reporting obligations.  Other CFTC rules that may be relevant to the Company have yet to be finalized.  Because significant CFTC rules relevant to natural gas hedging activities have not been adopted or implemented, it is not possible at this time to predict the extent of the impact of the regulations on the Company’s hedging program or regulatory compliance obligations.  The Company has experienced increased, and anticipates additional, compliance costs and changes to current market practices as participants continue to adapt to a changing regulatory environment.


Regulators periodically review or audit the Company’s compliance with applicable regulatory requirements.  The Company anticipates that compliance with existing laws and regulations governing current operations will not have a material adverse effect upon its capital expenditures, earnings or competitive position.  Additional proposals that affect the oil and gas industry are regularly considered by the U.S. Congress, the states, regulatory agencies and the courts. The Company cannot predict when or whether any such proposals may become effective or the effect that such proposals may have on the Company.
The following is a summary of some of the existing laws, rules and regulations to which the Company's business operations are subject.
Natural Gas Sales and Transportation
The availability, terms and cost of transportation significantly affect sales of oil and natural gas. The interstate transportation and sale for resale of oil and natural gas is subject to federal regulation, including regulation of the terms, conditions and rates for interstate transportation, storage and various other matters, primarily by the FERC. Federal and state regulations govern the price and terms for access to oil and natural gas pipeline transportation. The FERC’s regulations for interstate oil and natural gas transmission in some circumstances may also affect the intrastate transportation of oil and natural gas.

Historically, federal legislation and regulatory controls have affected the price of the natural gas the Company produces and the manner in which the Company markets its production. The FERC has jurisdiction over the transportation and sale for resale of natural gas in interstate commerce by natural gas companies under the Natural Gas Act of 1938 (NGA) and the Natural Gas Policy Act of 1978. Various federal laws enacted since 1978 have resulted in the removal of all price and non-price controls for sales of domestic natural gas sold in first sales, which include all of the Company's sales of its own production. Under the Energy Policy Act of 2005, the FERC has substantial enforcement authority to prohibit the manipulation of natural gas markets and enforce its rules and orders, including the ability to assess substantial civil penalties of over $1 million per day for each violation and disgorgement of profits associated with any violation. While the Company's production activities have not been regulated by the FERC as a natural gas company under the NGA, the Company is required to report aggregate volumes of natural gas purchased or sold at wholesale to the extent such transactions utilize, contribute to, or may contribute to the formation of price indices. In addition, Congress may enact legislation or the FERC may adopt regulations that may subject certain of the Company's otherwise non-FERC jurisdictional facilities to further regulation. Failure to comply with those regulations in the future could subject the Company to civil penalty liability.

The CFTC also holds authority to monitor certain segments of the physical and futures energy commodities market including oil and natural gas. With regard to physical purchases and sales of natural gas and other energy commodities, and any related hedging activities that the Company undertakes, the Company is thus required to observe anti-market manipulation laws and related regulations enforced by the FERC and/or the CFTC. The CFTC also holds substantial enforcement authority, including the ability to assess civil penalties.

The FERC also regulates interstate natural gas transportation rates and service conditions and establishes the terms under which the Company may use interstate natural gas pipeline capacity, which affects the marketing of natural gas that the Company produces, as well as the revenues the Company receives for sales of natural gas and release of its natural gas pipeline capacity. Commencing in 1985, the FERC promulgated a series of orders, regulations and rule makings that significantly fostered competition in the business of transporting and marketing gas. Today, interstate pipeline companies are required to provide nondiscriminatory transportation services to producers, marketers and other shippers, regardless of whether such shippers are affiliated with an interstate pipeline company. The FERC’s initiatives have led to the development of a competitive, open access market for natural gas purchases and sales that permits all purchasers of natural gas to buy gas directly from third-party sellers other than pipelines. However, the natural gas industry historically has been very heavily regulated; therefore, the Company cannot guarantee that the less stringent regulatory approach currently pursued by the FERC and Congress will continue indefinitely into the future nor can the Company determine what effect, if any, future regulatory changes might have on the Company’s natural gas related activities.

Under the FERC’s current regulatory regime, transmission services must be provided on an open-access, nondiscriminatory basis at cost-based rates or at market-based rates if the transportation market at issue is sufficiently competitive. Gathering service, which occurs upstream of jurisdictional transmission services, is regulated by the states onshore and in state waters. Section 1(b) of the NGA exempts natural gas gathering facilities from regulation by the FERC as a natural gas company under the NGA. Although the FERC has set forth a general test for determining whether facilities perform a non-jurisdictional gathering function or a jurisdictional transmission function, the FERC’s determinations as to the classification of facilities are done on a case-by-case basis. To the extent that the FERC issues an order that reclassifies certain jurisdictional transmission facilities as non-jurisdictional gathering facilities, and, depending on the scope of that decision, the Company's costs of transporting gas to point of sale locations may increase. The Company believes that the third-party natural gas pipelines on which its gas is gathered meet the traditional tests the FERC has used to establish a pipeline’s status as a gatherer not subject to regulation as a natural gas

company. However, the distinction between the FERC-regulated transmission services and federally unregulated gathering services is the subject of ongoing litigation, so the classification and regulation of those gathering facilities are subject to change based on future determinations by the FERC, the courts or Congress. State regulation of natural gas gathering facilities generally includes various occupational safety, environmental and, in some circumstances, nondiscriminatory-take requirements. Although such regulation has not generally been affirmatively applied by state agencies, natural gas gathering may receive greater regulatory scrutiny in the future.
Oil and NGLs Price Controls and Transportation Rates
Sales prices of oil and NGLs are not currently regulated and are made at market prices. The Company's sales of these commodities are, however, subject to laws and to regulations issued by the Federal Trade Commission (FTC) prohibiting manipulative or fraudulent conduct in the wholesale petroleum market. The FTC holds substantial enforcement authority under these regulations, including the ability to assess civil penalties of over $1 million per day per violation. The Company's sales of these commodities, and any related hedging activities, are also subject to CFTC oversight as discussed above.
The price the Company receives from the sale of these products may be affected by the cost of transporting the products to market. Some of the Company's transportation of oil, natural gas and NGLs is through interstate common carrier pipelines. Effective as of January 1, 1995, the FERC implemented regulations generally grandfathering all previously approved interstate transportation rates and establishing an indexing system for those rates by which adjustments are made annually based on the rate of inflation, subject to certain conditions and limitations. The FERC’s regulation of crude oil and NGLs transportation rates may tend to increase the cost of transporting crude oil and NGLs by interstate pipelines, although the annual adjustments may result in decreased rates in a given year. Every five years, the FERC must examine the relationship between the annual change in the applicable index and the actual cost changes experienced in the oil pipeline industry. The Company is not able at this time to predict the effects of these regulations or FERC proceedings, if any, on the transportation costs associated with crude oil production from the Company's crude oil producing operations.

Environmental, Health and Safety Regulation

The business operations of the Company are also subject to variousnumerous stringent federal, state and local environmental, health and safety laws and regulations pertaining to, among other things, the release, emission or discharge of materials into the environment; the generation, storage, transportation, handling and disposal of materials (including solid and hazardous wastes); the safety of employees and the general public; pollution; site remediation; and preservation or protection of human health and safety, natural resources, wildlife and the environment. The Company must take into account environmental, health and safety regulations in, among other things, planning, designing, constructing, operating and abandoning wells pipelines and related facilities. Violations of these laws can result in substantial administrative, civil and criminal penalties. These laws and regulations may require the acquisition of permits before drilling or other regulated activity commences, restrict the types, quantities and concentrations of various substances that can be released into the environment in connection with drilling and production, govern the sourcing and disposal of water used in the drilling and completion process, limit or prohibit drilling activities in certain areas and on certain lands lying within wilderness, wetlands, frontier and other protected areas or areas with endangered or threatened species restrictions, require some form of remedial action to prevent or mitigate pollution from former operations such as plugging abandoned wells or closing earthen pits, establish specific safety and health criteria addressing worker protection and impose substantial liabilities for pollution resulting from operations or failure to comply with applicable laws and regulations. In addition, these laws and regulations may restrict the rate of production.

Moreover, the trend has been for stricter regulation of activities that have the potential to affect the environment. Additional proposals and proceedings that affect the oil and natural gas industry are regularly considered by Congress, federal agencies, the states, local governments, and the courts. The Company cannot predict when or whether any such proposals may become effective. Therefore, the Company is unable to predict the future costs or impact of compliance. The regulatory burden on the industry increases the cost of doing business and affects profitability. The Company has established procedures, however, for the ongoing evaluation of its operations to identify potential environmental exposures and to assuretrack compliance with regulatory policies and procedures.

The following is a summary of the more significant existing environmental and occupational health and workplace safety laws and regulations, as amended from time to time, to which the Company's business operations are subject and for which compliance may have a material adverse impact on the Company's financial condition, earnings or cash flows.

Hazardous Substances and Waste Handling. The Comprehensive Environmental Response, Compensation, and Liability Act (CERCLA), also known as the “Superfund” law, and comparable state laws impose liability, without regard to fault or the legality of the original conduct, on certain classes of persons that are considered to have contributed to the release of a “hazardous

substance” into the environment. These persons include the current and past owner or operator of the disposal site or the site where the release occurred and companies that disposed or arranged for the disposal of the hazardous substances at the site where the release occurred. Under CERCLA, such persons may be subject to joint and several strict liability for the costs of cleaning up the hazardous substances that have been released into the environment and for damages to natural resources, and it is not uncommon for neighboring landowners and other third parties to file claims for personal injury and property damage allegedly caused by the hazardous substances released into the environment. In addition, despite the “petroleum exclusion” of Section 101(14) of CERCLA, which currently encompasses crude oil and natural gas, the Company generates materials in the course of its operations that may be regulated as hazardous substances based on their characteristics; however, the Company is unaware of any liabilities arising under CERCLA for which the Company may be held responsible that would materially and adversely affect the Company.

The Resource Conservation and Recovery Act (RCRA) and analogous state laws establish detailed requirements for the generation, handling, storage, treatment and disposal of nonhazardous and hazardous solid wastes. RCRA specifically excludes drilling fluids, produced waters, and other wastes associated with the exploration, development, or production of crude oil, natural gas or geothermal energy from regulation as hazardous wastes. However, these wastes may be regulated by the EPA, or state agencies under RCRA’s less stringent nonhazardous solid waste provisions, or under state laws or other federal laws. Moreover, it is possible that these particular oil and natural gas exploration, development and production wastes now classified as nonhazardous solid wastes could be classified as hazardous wastes in the future. For example, in December 2016, the EPA and environmental groups entered into a consent decree to address the EPA’s alleged failure to timely assess its RCRA Subtitle D criteria regulations exempting certain exploration and production related oil and gas wastes from regulation as hazardous wastes under RCRA. The consent decree requires the EPA to propose a rulemaking no later than March 15, 2019, for revision of certain Subtitle D criteria regulations pertaining to oil and gas wastes or to sign a determination that revision of the regulations is not necessary. The EPA would be required to complete any rulemaking revising the Subtitle D criteria by 2021. A loss of the RCRA exclusion for drilling fluids, produced waters and related wastes could result in an increase in the Company's costs to manage and dispose of generated wastes, which could have a material adverse effect on the Company's results of operations and financial condition.

The Company currently owns, leases, or operates numerous properties that have been used for oil and natural gas exploration and production activities for many years. Although the Company believes that it has utilized operating and waste disposal practices that were standard in the industry at the time, hazardous substances, wastes, or petroleum hydrocarbons may have been released on, under or from the properties owned or leased by the Company, or on, under or from other locations, including offsite locations, where such substances have been taken for recycling or disposal. In addition, some of the Company's properties have been operated by third parties or by previous owners or operators whose treatment and disposal of hazardous substances, wastes, or petroleum hydrocarbons was not under the Company's control. The Company is able to control directly the operation of only those wells with respect to which the Company acts or has acted as operator. The failure of a prior owner or operator to comply with applicable environmental regulations may, in certain circumstances, be attributed to the Company as current owner or operator under CERCLA. These properties and the substances disposed or released on, under or from them may be subject to CERCLA, RCRA and analogous state laws. Under such laws, the Company could be required to undertake response or corrective measures, regardless of fault, which could include removal of previously disposed substances and wastes, cleanup of contaminated property or performance of remedial plugging or waste pit closure operations to prevent future contamination.

Water Discharges. The Federal Water Pollution Control Act, or the Clean Water Act (CWA), and comparable state laws impose restrictions and strict controls regarding the discharge of pollutants, including produced waters and other oil and natural gas wastes, into federal and state waters. The discharge of pollutants into regulated waters is prohibited, except in accordance with the terms of a permit issued by the EPA or a state equivalent agency. The discharge of dredge and fill material in regulated waters, including wetlands, is also prohibited, unless authorized by a permit issued by the U.S. Army Corps of Engineers (Corps). In September 2015, the EPA and the Corps issued a final rule defining the scope of the EPA’s and the Corps’ jurisdiction over waters of the United States (WOTUS), but several legal challenges to the rule followed, and the WOTUS rule was stayed nationwide in October 2015 pending resolution of the court challenges. The EPA and the Corps proposed a rule in June 2017 to repeal the WOTUS rule and announced their intent to issue a new rule defining the CWA’s jurisdiction. In January 2018, the U.S. Supreme Court issued a decision finding that jurisdiction to hear challenges to the WOTUS rule resides with the federal district courts; consequently, the previously filed district court cases were allowed to proceed, resulting in a patchwork of implementation in some states and stays in others. Following the U.S. Supreme Court’s decision, the EPA and the Corps issued a final rule in January 2018 staying implementation of the WOTUS rule for two years while the agencies reconsider the rule, but a federal judge barred the agencies’ suspension of the rule in August 2018. Subsequently, various district court decisions revived the WOTUS rule in 22 states, the District of Columbia, and the U.S. territories, and have enjoined implementation of the rule in 28 states. In December 2018, the EPA and the Corps released a proposal to redefine the definition of  WOTUS. The new proposed definition narrows the scope of waters that are covered as jurisdictional under the WOTUS rule. This proposed definition may be subject to an expanded comment period and future litigation. As a result, future implementation of the WOTUS rule is uncertain at this time. To the extent this rule or a revised rule expands the scope of the CWA’s jurisdiction, the Company could face increased costs and delays with respect to obtaining permits for dredge and fill activities in wetland areas, which could delay the development of the Company's natural gas

and oil projects. Also, pursuant to these laws and regulations, the Company may be required to obtain and maintain approvals or permits for the discharge of wastewater or stormwater and to develop and implement spill prevention, control and countermeasure (SPCC) plans in connection with on-site storage of significant quantities of oil. These laws and any implementing regulations provide for administrative, civil and criminal penalties for any unauthorized discharges of oil and other substances in reportable quantities and may impose substantial potential liability for the costs of removal, remediation and damages.

Air Emissions. The federal Clean Air Act (CAA) and comparable state laws regulate the emission of air pollutants from many sources, such as, for example, tank batteries and compressor stations, through air emissions standards, construction and operating permitting programs and the imposition of other compliance requirements. These laws and regulations may require the Company to obtain pre‑approval for the construction or modification of certain projects or facilities expected to produce or significantly increase air emissions, obtain and strictly comply with stringent air permit requirements or utilize specific equipment or technologies to control emissions of certain pollutants, the costs of which could be significant. The need to obtain permits has the potential to delay the development of the Company's oil and natural gas projects. Over the next several years, the Company may be required to incur certain capital expenditures for air pollution control equipment or other air emissions related issues. For example, in October 2015, the EPA lowered the National Ambient Air Quality Standard (NAAQS) for ozone from 75 to 70 parts per billion for both the 8-hour primary and secondary standards and completed attainment/non-attainment designations in July 2018. States are expected to implement more stringent permitting requirements as a result of the final rule, which could apply to the Company's operations. While the EPA has determined that all counties in which the Company operates are in attainment with the new ozone standards, these determinations may be revised in the future. Reclassification of areas or imposition of more stringent standards may make it more difficult to construct new facilities or modify existing facilities in these newly designated non-attainment areas. Compliance with these more stringent standards and other environmental regulations could delay or prohibit the Company's ability to obtain permits for its operations or require the Company's to install additional pollution control equipment, the costs of which could be significant.

Climate Change and Regulation of “Greenhouse Gas” Emissions. In response to findings that emissions of carbon dioxide, methane and other greenhouse gases (GHG) present an endangerment to public health and the environment, the EPA has adopted regulations under existing provisions of the CAA that, among other things, establish Prevention of Significant Deterioration (PSD) construction and Title V operating permit reviews for certain large stationary sources that are already potential major sources of certain principal, or criteria, pollutant emissions. Facilities required to obtain PSD permits for their GHG emissions also will be required to meet “best available control technology” standards that will be established by the states or, in some cases, by the EPA on a case‑by‑case basis. These EPA rulemakings could adversely affect our operations and restrict or delay the Company's ability to obtain air permits for new or modified sources. In addition, the EPA has adopted rules requiring the monitoring and reporting of GHG emissions from specified onshore and offshore oil and gas production sources in the United States on an annual basis, which include certain of the Company's operations. For example, in December 2015, the EPA finalized rules that added new sources to the scope of the GHG monitoring and reporting rule. These new sources include gathering and boosting facilities as well as completions and workovers from hydraulically fractured oil wells. The revisions also include the addition of well identification reporting requirements for certain facilities. These changes to the EPA’s GHG emissions reporting rule could result in increased compliance costs.

In June 2016, the EPA finalized new regulations that establish New Source Performance Standards (NSPS), known as Subpart OOOOa, for methane and volatile organic compounds (VOC) from new and modified oil and natural gas production and natural gas processing and transmission facilities. While the EPA has taken several steps to delay implementation of its methane standards, to date the courts have generally ruled that such attempts have been unlawful. In September 2018, the EPA proposed amendments to the 2016 Subpart OOOOa standards that would reduce the 2016 rule’s fugitive emissions monitoring requirements and expand exceptions to pneumatic pump requirements, among other changes. Various industry and environmental groups have separately challenged both the methane requirements and the EPA’s attempts to delay the implementation of the rule. In addition, in April 2018, several states filed a lawsuit seeking to compel the EPA to issue methane performance standards for existing sources in the oil and natural gas source category. As a result of the actions described above, the Company cannot predict with certainty the scope of any final methane regulations or the costs for complying with federal methane regulations.

At the state level, several states have proceeded with regulation targeting GHG emissions. For example, in June 2018, the Pennsylvania Department of Environmental Protection (PADEP) released revised versions of GP-5 and GP-5A, Pennsylvania’s general air permits applicable to processing plants and well site operations, among other facilities. These permits apply to new or modified sources constructed on or after August 8, 2018, with emissions below certain specified thresholds. GP-5 and GP-5A impose “best available technology” (BAT) standards, which are in addition to, and in many cases more stringent than, the federal NSPS. These BAT standards include a 200 ton per year limit on methane emissions, above which a BAT requirement for methane emissions control applies. Moreover, in December 2018, the PADEP released a draft proposed rulemaking for emissions of VOCs and other pollutants for existing sources. State regulations such as these could impose increased compliance costs on the Company's operations.

While Congress has from time to time considered legislation to reduce emissions of GHGs, there has not been significant activity in the form of federal legislation in recent years.  In the absence of such federal climate legislation, a number of state and regional efforts have emerged that are aimed at tracking and/or reducing GHG emissions by means of cap and trade programs that typically require major sources of GHG emissions, such as electric power plants, to acquire and surrender emission allowances in return for emitting GHGs. While Pennsylvania is not currently a member of the Regional Greenhouse Gas Initiative (RGGI), a multi-state regional cap and trade program comprised of several Eastern U.S. states, it is possible that it may join RGGI in the future. This could result in increased operating costs if the Company's operations are required to purchase emission allowances.

On an international level, the United States is one of almost 200 nations that, in December 2015, agreed to an international climate change agreement in Paris, France, that calls for countries to set their own GHG emissions targets and be transparent about the measures each country will use to achieve its GHG emissions targets (Paris Agreement). The Paris Agreement was signed by the United States in April 2016 and entered into force on November 4, 2016; however, the Paris Agreement does not impose any binding obligations on its participants. In August 2017, the U.S. Department of State officially informed the United Nations of the United States’ intent to withdraw from the Paris Agreement. The Paris Agreement provides for a four-year exit process beginning when it took effect in November 2016, which would result in an effective exit date of November 2020. The United States’ adherence to the exit process and/or the terms on which the United States may reenter the Paris Agreement or a separately negotiated agreement are unclear at this time.

Although it is not possible at this time to predict how legislation or new regulations that may be adopted to address GHG emissions would impact the Company's business, any such future laws and regulations imposing reporting obligations on, or limiting emissions of GHGs from, the Company's equipment and operations could require the Company to incur costs to reduce emissions of GHGs associated with our operations. Substantial limitations on GHG emissions could also adversely affect demand for the oil and natural gas the Company produces and lower the value of its reserves.  

Notwithstanding potential risks related to climate change, the International Energy Agency estimates that oil and gas will continue to represent a major share of global energy use through 2040, and other private sector studies project continued growth in demand for the next two decades. However, recent activism directed at shifting funding away from companies with energy-related assets could result in limitations or restrictions on certain sources of finding for the energy sector. Moreover, activist shareholders have introduced proposals that may seek to force companies to adopt aggressive emission reduction targets or to shift away from more carbon-intensive activities. While the Company cannot predict the outcomes of such proposals, they could ultimately make it more difficult to engage in exploration and production activities.

Finally, it should be noted that a number of scientists have concluded that increasing concentrations of GHGs in the Earth’s atmosphere may produce climate changes that have significant physical effects, such as increased frequency and severity of storms, floods, droughts, and other extreme climatic events; if any such effects were to occur, they have the potential to cause physical damage to the Company's assets or affect the availability of water and thus could have an adverse effect on the Company's exploration and production operations.

Hydraulic Fracturing Activities. Vast quantities of natural gas deposits exist in shale and other formations. It is customary in the Company’s industry to recover natural gas from these shale formations through the use of hydraulic fracturing, combined with sophisticated horizontal drilling. Hydraulic fracturing is the process of creating or expanding cracks, or fractures, in formations underground where water, sand and other additives are pumped under high pressure into a shale gas formation. These deeper formations are geologically separated and isolated from fresh ground water supplies by overlying rock layers. The Company’s well construction practices include installation of multiple layers of protective steel casing surrounded by cement that are specifically designed and installed to protect freshwater aquifers.  To assess water sources near ourthe Company's drilling locations, the Company conducts baseline and, as appropriate, post-drilling water testing at all water wells within at least 2,500 feet of the Company's drilling pads. Legislative

Hydraulic fracturing typically is regulated by state oil and natural gas commissions, but the EPA has asserted federal regulatory effortsauthority pursuant to the federal Safe Drinking Water Act (SDWA) over certain hydraulic fracturing activities involving the use of diesel fuels and issued permitting guidance in February 2014 regarding such activities.   The EPA also finalized rules in June 2016 to prohibit the discharge of wastewater from hydraulic fracturing operations to publicly owned wastewater treatment plants.

Certain governmental reviews have been conducted or are underway that focus on the environmental aspects of hydraulic fracturing practices. For example, in December 2016, the EPA released its final report on the potential impacts of hydraulic fracturing on drinking water resources.  The final report concluded that “water cycle” activities associated with hydraulic fracturing may impact drinking water resources “under some circumstances,” noting that the following hydraulic fracturing water cycle activities and local- or regional-scale factors are more likely than others to result in more frequent or more severe impacts: water

withdrawals for fracturing in times or areas of low water availability; surface spills during the management of fracturing fluids, chemicals or produced water; injection of fracturing fluids into wells with inadequate mechanical integrity; injection of fracturing fluids directly into groundwater resources; discharge of inadequately treated fracturing wastewater to surface waters; and disposal or storage of fracturing wastewater in unlined pits. Because the report did not find a direct link between hydraulic fracturing itself and contamination of groundwater resources, this years-long study report does not appear to provide any basis for further regulation of hydraulic fracturing at the federal level.

In addition, Congress has from time to time considered legislation to provide for federal regulation of hydraulic fracturing under the SDWA and to require disclosure of the chemicals used in the hydraulic fracturing process. At the state level, several states have adopted or are considering legal requirements that could impose more stringent permitting, disclosure, and well construction requirements on hydraulic fracturing activities. For example, in someJanuary 2016, the PADEP issued new rules establishing stricter disposal requirements for wastes associated with hydraulic fracturing activities, which include, among other things, a prohibition on the use of centralized impoundments for the storage of drill cuttings and waste fluids. Further, these rules include requirements relating to storage tank security, secondary containment for storage vessels, construction rules for gathering lines and horizontal drilling under streams, and temporary transport lines for freshwater and wastewater. Local governments also may seek to adopt ordinances within their jurisdictions regulating the time, place and manner of drilling activities in general or hydraulic fracturing activities in particular. Some states and municipalities have sought to renderban hydraulic fracturing altogether. If new or more stringent permitting and compliance requirements for hydraulic fracturing. If passed into law,federal, state, or local legal restrictions relating to the additional permitting requirements for hydraulic fracturing process are adopted in areas where the Company operates, the Company could incur potentially significant added costs to comply with such requirements, experience delays or curtailment in the pursuit of exploration, development, or production activities, and perhaps even be precluded from constructing wells.

Occupational Safety and Health Act. The Company is also subject to the requirements of the federal Occupational Safety and Health Act (OSHA), as amended, and comparable state laws that regulate the protection of the health and safety of employees. In addition, OSHA’s hazard communication standard, the Emergency Planning and Community Right to Know Act and implementing regulations and similar state statutes and regulations require that information be maintained about hazardous materials used or produced in the Company's operations and that this information be provided to employees, state and local government authorities, and citizens.

Endangered Species Act. The federal Endangered Species Act (ESA) provides for the protection of endangered and threatened species. Pursuant to the ESA, if a species is listed as threatened or endangered, restrictions may increasebe imposed on activities adversely affecting that species’ habitat. Similar protections are offered to migratory birds under the costMigratory Bird Treaty Act. The U.S. Fish and Wildlife Service (FWS), may designate critical habitat and suitable habitat areas that it believes are necessary for survival of a threatened or endangered species. A critical habitat or suitable habitat designation could result in further material restrictions to federal land use and may materially delay or limitprohibit access to protected areas for natural gas and oil development. Further, the Company’sdesignation of previously unprotected species as threatened or endangered in areas where underlying property operations are conducted could cause the Company to incur increased costs arising from species protection measures or could result in limitations on the Company's exploration and production activities that could have an adverse impact on the Company's ability to obtain permits to construct wells.develop and produce reserves.

See Note 2015 to the Consolidated Financial Statements for a description of expenditures related to environmental matters.
 
Climate Change
Legislative and regulatory measures to address climate change and greenhouse gas emissions are in various phases of discussion or implementation. The EPA and various states have issued a number of proposed and final laws and regulations that limit greenhouse gas emissions. Legislation or regulation that restricts carbon emissions could increase the Company’s cost of environmental compliance by requiring the Company to install new equipment to reduce emissions from larger facilities and/or purchase emission allowances. Climate change and greenhouse gas legislation or regulation could also delay or otherwise negatively affect efforts to obtain permits and other regulatory approvals with regard to existing and new facilities, or impose additional monitoring and reporting requirements. Conversely, legislation or regulation that sets a price on or otherwise restricts carbon emissions could also benefit the Company by increasing demand for natural gas, because the combustion of natural gas results in substantially fewer carbon emissions per Btu of heat generated than other fossil fuels, such as coal. The effect on the Company of any new legislative or regulatory measures will depend on the particular provisions that are ultimately adopted.
Employees
 
The Company and its subsidiaries had 2,067863 employees at the endas of 2017;January 31, 2019; none are subject to a collective bargaining agreement.

Availability of Reports
 
The Company makes certain filings with the SEC, including its annual report on Form 10-K, quarterly reports on Form  10-Q, current reports on Form 8-K and all amendments and exhibits to those reports, available free of charge through its website, http://www.eqt.com, as soon as reasonably practicable after they are filed with, or furnished to, the SEC.  The filings are also available atby accessing the SEC’s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549 or by calling 1-800-SEC-0330. These filings are also available on the internetSEC's website at http://www.sec.gov.


Composition of Segment Operating Revenues
 
Presented below are operating revenues for each class of products and services representing greater than 10% of total operating revenues.services.
  For the Years Ended December 31,
  2017 2016 2015
  (Thousands)
Operating Revenues:      
Sales of natural gas, oil and NGLs (a) $2,651,318
 $1,594,997
 $1,690,360
Pipeline, water and net marketing services (b) 336,676
 262,342
 263,640
Gain (loss) on derivatives not designated as hedges (a) 390,021
 (248,991) 385,762
Total operating revenues $3,378,015
 $1,608,348
 $2,339,762
 For the Years Ended December 31,
 2018 2017 2016
 (Thousands)
Operating revenues:     
Sales of natural gas, oil and NGLs$4,695,519
 $2,651,318
 $1,594,997
Net marketing services and other40,940
 49,681
 41,048
(Loss) gain on derivatives not designated as hedges(178,591) 390,021
 (248,991)
Total operating revenues$4,557,868
 $3,091,020
 $1,387,054
(a)Reported in the EQT Production segment.

(b)Reported in the EQM Gathering, EQM Transmission, RMP Gathering and RMP Water segments, with the exception of $65.0 million, $41.0 million and $55.5 million for the years ended December 31, 2017, 2016 and 2015, respectively, which are reported within the EQT Production segment.

Financial Information about Segments
See Note 6 to the Consolidated Financial Statements for financial information by business segment including, but not limited to, revenues from external customers, operating income and total assets.
Jurisdiction and Year of Formation
 
The Company is a Pennsylvania corporation formed in 2008 in connection with a holding company reorganization of the former Equitable Resources, Inc.
Financial Information about Geographic Areas
Substantially all of the Company’s assets and operations are located in the continental United States.

Item 1A.  Risk Factors
 
In addition to the other information contained in this Annual Report on Form 10-K, the following risk factors should be considered in evaluating our business and future prospects.  Please note that additional risks not presently known to us or that are currently considered immaterial may also have a negative impact on our business and operations.  If any of the events or circumstances described below actually occurs, our business, financial condition or results of operations could suffer and the trading price of our common stock could decline.

Natural gas, NGLs and oil price volatility, or a prolonged period of low natural gas, NGLs and oil prices, may have an adverse effect upon our revenue, profitability, future rate of growth, liquidity and financial position.

Our revenue, profitability, future rate of growth, liquidity and financial position depend upon the prices for natural gas, NGLs and oil. The prices for natural gas, NGLs and oil have historically been volatile, and we expect this volatility to continue in the future. The prices are affected by a number of factors beyond our control, which include:

weather conditions and seasonal trends;
the domestic and foreign supply of and demand for natural gas, NGLs and oil; regional basis differentials;
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; the ability to export liquefied
changes in U.S. exports of natural gas; gas, NGLs and/or oil;
the effect of energy conservation efforts;
the price, availability and availabilityacceptance of alternative fuels;
the availability, proximity, capacity and capacitycost of pipelines, other transportation facilities, and gathering, processing and storage facilities;facilities and government regulations, such as regulationother 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, transportationNGLs and price controls.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.

The daily spot prices for NYMEX Henry Hub natural gas ranged from a high of $3.77$6.88 per MMBtu to a low of $1.49$2.48 per MMBtu from January 1, 20162018 through December 31, 2017,2018, and the daily spot prices for NYMEX West Texas Intermediate crude oil ranged from a high of $60.46$77.41 per barrel to a low of $26.19$44.48 per barrel during the same period. In addition, the market price for natural gas in the Appalachian Basin continues to be lower relative to NYMEX Henry Hub as a result of the significant increases in the supply of natural gas in the Northeast region in recent years. Because our production and reserves predominantly consist of natural gas (approximately 94% of equivalent proved developed reserves), changes in natural gas prices have significantly greater impact on our financial results than oil prices. NGLs are made up of ethane, propane, isobutane, normal butane and natural gasoline, all of which have different uses and different pricing characteristics, which adds further volatility to the pricing of NGLs. Due to the volatility of commodity prices, we are unable to predict future potential movements in the market prices for natural gas, including Appalachianoil and other market point basis, NGLs and oilat the Company's ultimate sales points and thus cannot predict the ultimate impact of prices on our operations.

Lower prices for natural gas, NGLs and oil result in lower revenues, operating income and cash flows. Prolonged low, and/or significant or extended further declines in, natural gas, NGLs and oil prices may result in further decreases inadversely affect our revenues, operating income, and cash flows which may result in reductions in drilling activity, delays in the constructionand financial position, particularly if we are unable to control our development costs during periods of new midstream infrastructurelower natural gas, NGLs and downgrades, or other negative rating actions with respect to our credit ratings. Further declinesoil prices. Declines in prices could also adversely affect our drilling activities and the amount of natural gas, NGLs and oil that we can produce economically, which may result in usour having to make significant downward adjustments to the value of our assets and could cause us to incur non-cash impairment charges to earnings in future periods. Reductions in cash flows from lower commodity prices may require us to incur additional borrowings or to reduce our capital spending, which could reduce our production and our reserves, negatively affecting our future rate of growth. Lower prices for natural gas, NGLs and oil may also adversely affect our credit ratings and result in a reduction in our borrowing capacity and access to other capital. See “Impairment of Oil and Gas Properties and Goodwill” under Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Natural gas, NGLs and oil price declines have resulted in impairment of certain of our non-core assets. Future declines in commodity prices, increases in operating costs or adverse changes in well performance may result in additional write-downs of the carrying amounts of our assets, including goodwill and other long lived intangible assets, which could materially and adversely affect our results of operations in future periods.” under Item 1A, “Risk Factors.” Moreover, a failure to control our development costs during periods of lower natural gas, NGLs and oil prices could have significant adverse effects on our earnings, cash flows and financial position. We are also exposed to the risk

of non-performance by our hedge counterparties in the event that changes, positive or negative, in natural gas prices result in our derivative contracts withhaving a positive fair value.value in our favor. Further, adverse economic and market conditions could negatively affect the collectability of our trade receivables and cause our hedge counterparties to be unable to perform their obligations or to seek bankruptcy protection.

Increases in natural gas, NGLs and oil prices may be accompanied by or result in increased well drilling costs, increased production taxes, increased lease operating expenses, increased volatility in seasonal gas price spreads for our storage assets and increased end-user conservation or conversion to alternative fuels. Significant natural gas price increases may subject us to margin calls on our commodity price derivative contracts (hedging arrangements, including swap, collar and option agreements and exchange-traded instruments) which would potentially require us to post significant amounts of cash collateral with our hedge counterparties. The cash collateral provided to our hedge counterparties, which is interest-bearing, is returned to us in whole or in part upon a reduction in forward market prices, depending on the amount of such reduction, or in whole upon settlement of the related derivative contract. In addition, to the extent we have hedged our current production at prices below the current market price, we are unable to benefit fully from an increase in the price of natural gas.

Drilling for and producing natural gas and oil are high-risk and costly activities with many uncertainties. Our future financial position, cash flows and results of operations will depend on the success of our development and acquisition activities, which are subject to numerous risks beyond our control, including the risk that drilling will not result in commercially viable natural gas or oil production or that we will not recover all or any portion of our investment in such wells.

WeOur decisions to purchase, explore or develop prospects or properties will depend in part on the evaluation of data obtained through geophysical and geological analyses, production data and engineering studies, the results of which are often inconclusive or subject to varying interpretations. For a discussion of the uncertainty involved in these processes, see “Our proved reserves are estimates that are based upon many assumptions that may prove to be inaccurate. Any significant change in these underlying assumptions will greatly affect the quantities and present value of our reserves.” In addition, our cost of drilling, completing and operating wells is often uncertain before drilling commences.

Further, many factors may curtail, delay or cancel our scheduled drilling projects, including the following:

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 facilities or delays in construction of gathering 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.

Any of these risks can cause a delay in our development program or result in substantial losses, including personal injury or loss of life, damage to or destruction of property, natural resources and equipment, pollution, environmental contamination or loss of wells and other regulatory penalties.

Our drilling locations are scheduled out over many years, making them susceptible to uncertainties that could materially alter the occurrence or timing of their drilling. In addition, we may not achievebe able to raise the intended benefitssubstantial amount of capital that would be necessary to drill our drilling locations.

Our management team has specifically identified and scheduled certain well locations as an estimation of our future multi-year drilling activities on our existing acreage. These well locations represent a significant part of our business strategy. Our

ability to drill and develop these locations depends on a number of uncertainties, including natural gas, NGLs and oil prices, the availability and cost of capital, drilling and production costs, the availability of drilling services and equipment, drilling results, lease expirations, topography, gathering system and pipeline transportation costs and constraints, access to and availability of water sourcing and distribution systems, coordination with coal mining, regulatory approvals and other factors. Because of these uncertain factors, we do not know if the drilling locations we have identified will ever be drilled or if we will be able to produce natural gas, NGLs or oil from these or any other drilling locations. In addition, unless production is established within the spacing units covering the undeveloped acres on which some of the acquisitionpotential locations are obtained, the leases for such acreage will expire. Further, certain of Rice and the acquisitionhorizontal wells we intend to drill in the future may disruptrequire pooling or unitization with adjacent leaseholds controlled by third parties. If these third parties are unwilling to pool or unitize such leaseholds with ours, the total locations we can drill may be limited. As such, our current plans or operations.actual drilling activities may materially differ from those presently identified.

ThereIn addition, we will require significant additional capital over a prolonged period in order to pursue the development of these locations, and we may not be able to raise or generate the capital required to do so. Any drilling activities we are able to conduct on these potential locations may not be successful, may not increase our overall production levels and proved reserves or may result in a downward revision of our estimated proved reserves, which could have a material adverse effect on our future business and results of operations. For more information on our drilling locations, see “Item 2. Properties.”

The amount and timing of actual future natural gas, NGLs and oil production is difficult to predict and may vary significantly from our estimates, which may reduce our earnings.

Because the rate of production from natural gas and oil wells, and associated NGLs, generally declines as reserves are depleted, our future success depends upon our ability to develop additional oil and gas reserves that are economically recoverable and to optimize existing well production, and our failure to do so may reduce our earnings. Additionally, a failure to effectively and efficiently operate existing wells may cause production volumes to fall short of our projections. Our drilling and subsequent maintenance of wells can involve significant risks, including those related to timing, cost overruns and operational efficiency, and these risks can be no assuranceaffected by the availability of capital, leases, rigs, equipment, a qualified work force, and adequate capacity for the treatment and recycling or disposal of waste water generated in our operations, as well as weather conditions, natural gas, NGLs and oil price volatility, government approvals, title and property access problems, geology, equipment failure or accidents and other factors.  Drilling for natural gas and oil can be unprofitable, not only from dry wells, but from productive wells that perform below expectations or do not produce sufficient revenues to return a profit.  Low natural gas, NGLs and oil prices may further limit the types of reserves that we can develop and produce economically.

Except to the extent that we acquire additional properties containing proved reserves, conduct successful exploration and development activities or, through engineering studies, identify additional behind-pipe zones or secondary recovery reserves, our proved reserves will decline as reserves are produced. Future natural gas, NGLs and oil production, therefore, is highly dependent upon our level of success in acquiring or finding additional reserves that are economically recoverable. We cannot be certain that we will be able to successfully integrate Rice’sfind or acquire and develop additional reserves at an acceptable cost. Without continued successful development or acquisition activities, together with efficient operation of existing wells, our reserves and production, together with associated revenues, will decline as a result of our current reserves being depleted by production.

Our proved reserves are estimates that are based upon many assumptions that may prove to be inaccurate.  Any significant change in these underlying assumptions will greatly affect the quantities and present value of our reserves.

Reserve engineering is a subjective process involving estimates of underground accumulations of natural gas, NGLs and oil and assumptions concerning future prices, production levels and operating and development costs, some of which are beyond our control. These estimates and assumptions are inherently imprecise, and we may adjust our estimates of proved reserves based on changes in these estimates or assumptions. As a result, estimated quantities of proved reserves and projections of future production rates and the timing of development expenditures may prove to be inaccurate. Any significant variance from our assumptions could greatly affect our estimates of reserves, the economically recoverable quantities of natural gas, NGLs and oil, the classifications of reserves based on risk of recovery and estimates of the future net cash flows. To the extent we experience a sustained period of reduced commodity prices, there is a risk that a portion of our proved reserves could be deemed uneconomic and no longer be classified as proved. Although we believe our estimates are reasonable, actual production, revenues and costs to develop reserves will likely vary from estimates and these variances could be material. Numerous changes over time to the assumptions on which our reserve estimates are based, as described above, often result in the actual quantities of natural gas, NGLs and oil we ultimately recover being different from our reserve estimates.


The standardized measure of discounted future net cash flows from our proved reserves is not the same as the current market value of our estimated natural gas, NGLs and oil reserves.

You should not assume that the standardized measure of discounted future net cash flows from our proved reserves is the current market value of our estimated natural gas, NGLs and oil reserves. In accordance with SEC requirements, we based the discounted future net cash flows from our proved reserves on the twelve month unweighted arithmetic average of the first-day-of-the-month price for the preceding twelve months without giving effect to derivative transactions. Actual future net cash flows from our properties will be affected by factors such as the actual prices we receive for natural gas, NGLs and oil, the amount, timing and cost of actual production and changes in governmental regulations or taxation. The timing of both our production and our incurrence of expenses in connection with the development and production of oil and gas properties will affect the timing and amount of actual future net revenues from proved reserves, and thus their actual present value. In addition, the 10% discount factor we use when calculating the standardized measure may not be the most appropriate discount factor based on interest rates in effect from time to time and risks associated with us or the natural gas, NGLs and oil industry in general.

Strategic determinations, including the allocation of capital and other resources to strategic opportunities, are challenging and our failure to appropriately allocate capital and resources among our strategic opportunities may adversely affect our financial position and reduce our future growth rate.

Our future growth prospects are dependent upon our ability to identify optimal strategies for our business. In developing our business plan, we considered allocating capital and other resources to various aspects of our business, including well development, reserve acquisitions, exploratory activities, corporate items, leasehold maintenance and other alternatives.  We also considered our likely sources of capital.Notwithstanding the determinations made in the development of our business plan, business opportunities not previously identified periodically come to our attention, including possible acquisitions and dispositions. If we fail to identify and execute optimal business strategies, including the appropriate corporate structure and appropriate rate of reserve development, or fail to optimize our capital investment and capital raising opportunities and the use of our other resources in furtherance of our business strategies, our financial position and growth rate may be adversely affected.  Moreover, economic or other circumstances may change from those contemplated by our business plan, and our failure to recognize or respond to those changes may limit our ability to achieve our objectives.

Our exploration and production operations have substantial capital requirements, and we may not be able to obtain needed capital or financing on satisfactory terms.

Our business is capital intensive. We make and expect to continue to make substantial capital expenditures for the development and acquisition of natural gas, NGLs and oil reserves. We typically fund our capital expenditures with existing cash and cash generated by operations and, to the extent our capital expenditures exceed our cash resources, from borrowings under our revolving credit facility and other external sources of capital. If we do not have sufficient borrowing availability under our revolving credit facility due to the current commodity price environment or otherwise, we may seek alternate debt or equity financing, sell assets or otherwise realizereduce our capital expenditures. The issuance of additional indebtedness would require that a portion of our cash flow from operations be used for the expected benefitspayment of interest and principal on our indebtedness, thereby reducing our ability to use cash flow from operations to fund working capital, capital expenditures and acquisitions. The actual amount and timing of our future capital expenditures may differ materially from our estimates as a result of, among other things, natural gas prices, actual drilling results, the acquisitionavailability of Rice. In addition, drilling rigs and other services and equipment, and regulatory, technological and competitive developments.

Our cash flow from operations and access to capital are subject to a number of variables, including:

our business may be negatively impacted iflevel 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.

If our cash flows from operations or the borrowing capacity under our revolving credit facility are insufficient to fund our capital expenditures and we are unable to effectivelyobtain the capital necessary for our planned capital budget or our operations, we could be required to curtail our operations and the development of our properties, which in turn could lead to a decline in our reserves and production, and could adversely affect our business, results of operations and financial position.


As of December 31, 2018, our Senior Notes were rated “Baa3” by Moody’s Investors Services (Moody’s) with a "stable" outlook, “BBB-” by Standard & Poor’s Ratings Service (S&P) with a "stable" outlook, and “BBB-” by Fitch Ratings Service (Fitch) with a "stable" outlook. Although we are not aware of any current plans of Moody’s, S&P or Fitch to lower their respective ratings on our Senior Notes, we cannot be assured that our credit rating will not be downgraded or withdrawn entirely by a rating agency. Low prices for natural gas, NGLs and oil or an increase in the level of our indebtedness in the future may result in a downgrade in the ratings that are assigned to our Senior Notes.  If any credit rating agency downgrades our ratings, particularly below investment grade, our access to the capital markets may be limited, borrowing costs and margin deposits on our derivatives would increase, we may be required to provide additional credit assurances in support of pipeline capacity contracts, the amount of which may be substantial, or we may be required to provide additional credit assurances related to joint venture arrangements or construction contracts, which could adversely affect our business, results of operations and liquidity. Investment grade refers to the quality of a company’s credit as assessed by one or more credit rating agencies. In order to be considered investment grade, a company must be rated “BBB-” or higher by S&P, “Baa3” or higher by Moody’s and “BBB-” or higher by Fitch.

Risks associated with our debt and the provisions of our debt agreements could adversely affect our business, financial position and results of operations.

As of December 31, 2018, we had approximately $5,497.4 million of debt outstanding and we may incur additional indebtedness in the future. Increases in our level of indebtedness may:

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 debt agreements also require compliance with certain covenants. If the price that we receive for our natural gas, NGLs and oil production deteriorates from current levels or continues for an extended period, it could lead to reduced revenues, cash flow and earnings, which in turn could lead to a default due to lack of covenant compliance. For more information about our debt agreements, please read “Capital Resources and Liquidity” in Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”
We are subject to financing and interest rate exposure risks.

Our business and operating results can be adversely affected by increases in interest rates or other increases in the cost of capital resulting from a reduction in our credit rating or otherwise. These changes could cause our cost of doing business to increase, limit our ability to pursue acquisition opportunities, reduce cash flow used for operating and capital expenditures and place us at a competitive disadvantage.

Disruptions or volatility in the financial markets may lead to a contraction in credit availability impacting our ability to finance our operations. A significant reduction in the availability of credit could materially and adversely affect our ability to implement our business strategy and achieve favorable operating results. In addition, we are exposed to credit risk related to our revolving credit facility to the extent that one or more of our lenders may be unable to provide necessary funding to us under our existing revolving line of credit if it experiences liquidity problems.

Derivative transactions may limit our potential gains and involve other risks.

To manage our expanded operations going forward. The integration has requiredexposure to price risk, we currently and will continuemay in the future enter into derivative arrangements, utilizing commodity derivatives with respect to require significant time and focus from management and could disrupt current plans and operations, which could delay the achievementa portion of our strategic objectives.future production. Such hedges are designed to lock in prices so as to limit volatility and increase the predictability of cash flow. These transactions limit our potential gains if natural gas, NGLs and oil prices rise above the price established by the hedge. In addition, derivative transactions may expose us to the risk of financial loss in certain circumstances, including instances in which:

our production is less than expected;
the counterparties to our derivatives 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.

We cannot be certain that any derivative transaction we may enter into will adequately protect us from declines in the prices of natural gas, NGLs or oil. Furthermore, where we choose not to engage in derivative transactions in the future, we may be more adversely affected by changes in natural gas, NGLs or oil prices than our competitors who engage in derivative transactions. Lower natural gas, NGLs and oil prices may also negatively impact our ability to enter into derivative contracts at favorable prices.

Derivative transactions also expose us to a risk of financial loss if a counterparty fails to perform under a derivative contract or enters bankruptcy or encounters some other similar proceeding or liquidity constraint. In this case, we may not be able to collect all or a significant portion of amounts owed to us by the distressed entity or entities. During periods of falling commodity prices our hedge receivable positions increase, which increases our exposure. If the creditworthiness of our counterparties deteriorates and results in their nonperformance, we could incur a significant loss.

We are subject to risks associated with the operation of our wells pipelines and facilities.

Our business is subject to all of the inherent hazards and risks normally incidental to the operationsdrilling for, drilling, completions, producing, transporting and storing natural gas, NGLs and oil, such as fires, explosions, slips, landslides, blowouts, and well site blowouts, cratering and explosions,cratering; pipe and other equipment and system failures, landslides, fires,failures; delays imposed by, or resulting from, compliance with regulatory requirements; formations with abnormal or unexpected pressures,pressures; shortages of, or delays in, obtaining equipment and qualified personnel or in obtaining water for hydraulic fracturing activities; adverse weather conditions, such as freeze offs of wells and pipelines due to cold weather,weather; 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 releases of brine, well stimulation and completion fluids, toxic gases or other pollutants into the environment, especially those that reach surface water or groundwater; inadvertent third party damage to the Company'sour assets, pollution and environmental risks and natural disasters.  We also face various risks or threats to the operation and security of our or third parties’ facilities and infrastructure, such as processing plants, compressor stations and pipelines.  TheseAny of these risks could result in substantial losses due to personal injury and/or loss of life, severe damage to and destruction of property, equipment and equipment,natural resources, pollution or other environmental damage, loss of hydrocarbons, disruptions to our operations, regulatory investigations and penalties, suspension of our operations, repair and remediation costs, and loss of sensitive confidential information.  Moreover, in the event that one or more of these hazards occur, there can be no assurance that a response will be adequate to limit or reduce damage.  As a result of these risks, we are also sometimes a defendant in legal proceedings and litigation arising in the ordinary course of business.  There can be no assurance that the insurance policies we maintain to limit our liability for such losses will be adequate to protect us from all material expenses related to potential future claims for personal injury and property damage or that such levels of insurance will be available in the future at economical prices or to cover all risks. In addition, pollution and environmental risks generally are not fully insurable, and, we may elect not to obtain insurance for any or all of these risks if we believe that the cost of available insurance is excessive relative to the risks presented. The occurrence of an event that is not fully covered by insurance could materially adversely affect our business, results of operations, cash flows and financial position.

Cyber incidents targeting our systems or natural gas and oil industry systems and infrastructure may adversely impact our operations.

Our business and the natural gas and oil industry in general have become increasingly dependent upon digital technologies, including information systems, infrastructure and cloud applications, and the maintenance of our financial and other records has long been dependent upon such technologies. We depend on this technology to record and store data, estimate quantities of natural gas, NGLs and crude oil reserves, analyze and share operating data and communicate internally and externally. Computers control nearly all of the natural gas, NGLs and oil distribution systems in the U.S., which are necessary to transport our products to market.

The U.S. government has issued public warnings that indicate that energy assets might be specific targets of cyber security threats. We can provide no assurance that we will not suffer such attacks in the future. Deliberate attacks on, or unintentional events affecting, our systems or infrastructure, the systems or infrastructure of third parties or the cloud could lead to corruption or loss of our proprietary data and potentially sensitive data, delays in production or delivery of natural gas, NGLs and oil, difficulty in completing and settling transactions, challenges in maintaining our books and records, communication interruptions, environmental damage, personal injury, property damage, other operational disruptions and third-party liability.  Further, as cyber incidents continue to evolve and cyber-attackers become more sophisticated, we may be required to expend additional resources to continue to modify or enhance our protective measures or to investigate and remediate any vulnerability to cyber incidents. The cost to remedy an unintended dissemination of sensitive information or data may be significant. Furthermore, the continuing and evolving threat of cyber-attacks has resulted in increased regulatory focus on prevention. To the extent we face increased regulatory requirements, we may be required to expend significant additional resources to meet such requirements.

Failure to timely develop our leased real property could result in increased capital expenditures and/or impairment of our leases.

Mineral rights are typically owned by individuals who may enter into property leases with us to allow for the development of natural gas.  Such leases expire after an initial term, typically five years, unless certain actions are taken to preserve the lease. If we cannot preserve a lease, the lease terminates.  26% of our net undeveloped acres are subject to leases that could expire over the next three years. Lack of access to capital, changes in government regulations, changes in future development plans, reduced drilling activity, or the reduction in the fair value of undeveloped properties in the areas in which we operate could impact our ability to preserve, trade, or sell our leases prior to their expiration resulting in the termination and impairment of leases for properties which we have not developed.

Capitalized costs of unproved oil and gas properties are evaluated at least annually for recoverability on a prospective basis.  Indicators of potential impairment include changes brought about by economic factors, potential shifts in business strategy employed by management and historical experience.  The likelihood of an impairment of unproved oil and gas properties increases as the expiration of a lease term approaches and drilling activity has not commenced. For the years ended December 31, 2018, 2017 and 2016, we recorded lease impairments and expirations of $279.7 million, $7.6 million and $15.7 million, respectively. Refer to Note 1 to the Consolidated Financial Statements in Item 8 of this Annual Report on Form 10-K.

We may incur losses as a result of title defects in the properties in which we invest.

Our inability to cure any title defects in our leases in a timely and cost efficient manner may delay or prevent us from utilizing the associated mineral interest, which may adversely impact our ability in the future to increase production and reserves. The existence of a material title deficiency can render a lease worthless and can adversely affect our results of operations and financial position.

Substantially all of our producing properties are concentrated in the Appalachian Basin, making us vulnerable to risks associated with operating primarily in one major geographic area.

Substantially all of our producing properties are geographically concentrated in the Appalachian Basin. As a result of this concentration, we may be disproportionately exposed to the impact of regional supply and demand factors, delays or interruptions of production from wells in these areas caused by, and costs associated with, governmental regulation, state and local political activities, processing or transportation capacity constraints, market limitations, availability of equipment and personnel, water shortages or other weather related conditions, interruption of the processing or transportation of oil, natural gas or NGLs and changes in state and local laws, judicial precedents, political regimes and regulations. Such conditions could materially adversely affect our results of operations and financial position.
In addition, a number of areas within the Appalachian Basin have historically been subject to mining operations. For example, third-parties may engage in subsurface coal and other mining operations near or under our properties, which could cause subsidence or other damage to our properties, adversely impact our drilling operations or adversely impact third-party midstream activities on which we rely. In such event, our operations may be impaired or interrupted, and we may not be able to recover the costs incurred as a result of temporary shut-ins or the plugging and abandonment of any of our wells. Furthermore, the existence of mining operations near our properties could require coordination to avoid adverse impacts as a result of drilling and mining in close proximity. These restrictions on our operations, and any similar restrictions, could cause delays or interruptions or prevent us from executing our business strategy, which could materially adversely affect our results of operations and financial position.
Further, insufficient takeaway capacity in the Appalachian Basin could cause significant fluctuations in our realized natural gas prices. The Appalachian Basin has recently experienced periods in which production has surpassed local takeaway capacity, resulting in substantial discounts in the price received by producers such as us and others at times being possibly shut in. Although additional Appalachian Basin takeaway capacity has been added in recent years, the existing and expected capacity may not be sufficient to keep pace with the increased production caused by accelerated drilling in the area in the short term.
Due to the concentrated nature of our portfolio of natural gas properties, a number of our properties could experience any of the same conditions at the same time, resulting in a relatively greater impact on our results of operations than they might have on other companies that have a more diversified portfolio of properties.
Natural gas, NGLs and oil price declines have resulted in impairment of certain of our non-core assets. Future declines in commodity prices, increases in operating costs or adverse changes in well performance may result in additional write-downs of the carrying amounts of our assets, including long lived intangible assets, which could materially and adversely affect our results of operations in future periods.

We review the carrying values of our proved oil and gas properties and goodwill for indications of impairment when events or circumstances indicate that the remaining carrying value may not be recoverable. In addition, we evaluate goodwill for impairment at least annually. A significant amount of judgment is involved in performing these evaluations because the results are based on estimated future events and estimated future cash flows. The estimated future cash flows used to test our proved oil and gas properties for recoverability are based on proved and, if determined reasonable by management, risk-adjusted probable reserves, utilizing assumptions generally consistent with the assumptions utilized by our management for internal planning and budgeting purposes. Key assumptions used in our analyses, include, among other things, the intended use of the asset, the anticipated production from reserves, future market prices for natural gas, NGLs and oil, future operating costs, inflation and the anticipated proceeds which may be received upon divestiture if there is a possibility that the asset will be divested prior to the end of its useful life.  Commodity pricing is estimated by using a combination of the five-year NYMEX forward strip prices and assumptions related to gas quality, locational basis adjustments and inflation. Proved oil and gas properties that have carrying amounts in excess of estimated future cash flows are written down to fair value, which is estimated by discounting the estimated future cash flows using discount rate assumptions that marketplace participants would use in their estimates of fair value. When testing goodwill for impairment, we also consider the market value of our common stock and other valuation techniques when determining the fair value of our single reporting unit.

Future declines in natural gas, NGLs or oil prices, increases in operating costs or adverse changes in well performance, among other things, may result in our having to make significant future downward adjustments to our estimated proved reserves and/or could result in additional non-cash impairment charges to write-down the carrying amount of our assets, including other long lived intangible assets, which may have a material adverse effect on our results of operations in future periods.

Any impairment of our assets, including other long lived intangible assets, would require us to take an immediate charge to earnings. Such charges could be material to our results of operations and could adversely affect our results of operations and financial position. See “Impairment of Oil and Gas Properties and Goodwill” under Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

The unavailability or high cost of additional drilling rigs, completion services, equipment, supplies, personnel, and oilfield services could adversely affect our ability to execute our exploration and development plans within our budget and on a timely basis.
The demand for qualified and experienced field personnel to drill wells and conduct field operations, geologists, geophysicists, engineers, and other professionals in the natural gas and oil industry can fluctuate significantly, often in correlation with natural gas and oil prices, causing periodic shortages or higher costs. Historically, there have been shortages of personnel and equipment as demand for personnel and equipment has increased along with the number of wells being drilled. We cannot predict whether these conditions will exist in the future and, if so, what their timing and duration will be. Such shortages could delay or cause us to incur significant expenditures that are not provided for in our capital budget, which could materially adversely affect our business, results of operations, cash flows and financial position.
Our ability to drill for and produce natural gas and oil is dependent on the availability of adequate supplies of water for drilling and completion operations and access to water and waste disposal or recycling services at a reasonable cost and in accordance with applicable environmental rules. Restrictions on our ability to obtain water or dispose of produced water and other waste may adversely affect our results of operations, cash flows and financial position.
The hydraulic fracture stimulation process on which we depend to drill and complete natural gas and oil wells requires the use and disposal of significant quantities of water. Our ability to access sources of water and the availability of disposal alternatives to receive all of the water produced from our wells and used in hydraulic fracturing may affect our drilling and completion operations. Our inability to secure sufficient amounts of water, or to dispose of or recycle the water used in our operations, or to timely obtain water sourcing permits or other rights, could adversely affect our operations. Additionally, the imposition of new environmental initiatives and regulations could include restrictions on our ability to obtain water or dispose of waste, which would adversely affect our business and results of operations, which could result in decreased cash flows.
In addition, federal and state regulatory agencies recently have focused on a possible connection between the operation of injection wells used for natural gas and oil waste disposal and increased seismic activity in certain areas. In some cases, operators of injection wells in the vicinity of seismic events have been ordered to reduce injection volumes or suspend operations. Increased regulation and attention given to induced seismicity in the states where we operate could lead to restrictions on our disposal well injection volumes and increased scrutiny of and delay in obtaining new disposal well permits, which could result in increased operating costs, which could be material, or a curtailment of our operations.

The loss of key personnel could adversely affect our ability to execute our strategic, operational and financial plans.
Our operations are dependent upon key management and technical personnel, and one or more of these individuals could leave our employment. The unexpected loss of the services of one or more of these individuals could have a detrimental effect on us. In addition, the success of our operations will depend, in part, on our ability to identify, attract, develop and retain experienced personnel. There is competition within our industry for experienced technical personnel and certain other professionals, which could increase the costs associated with identifying, attracting and retaining such personnel. If we cannot identify, attract, develop and retain our technical and professional personnel or attract additional experienced technical and professional personnel, our ability to compete in our industry could be harmed.
Competition in our industry is intense, and many of our competitors have substantially greater financial resources than we do, which could adversely affect our competitive position.

Competition in the natural gas and oil industry is intense. Major and independent natural gas and oil companies actively bid for desirable oil and gas properties, as well as for the capital, equipment and labor required to operate and develop these properties. Many of our competitors have financial resources and exploration and development budgets that are substantially greater than ours. These companies may be able to pay more for exploratory projects and productive oil and gas properties and may be able to define, evaluate, bid for and purchase a greater number of properties and prospects than our financial or human resources permit. In addition, these companies may be able to expend greater resources on existing and changing processes and may also have a greater ability to continue drilling activities during periods of low natural gas and oil prices and to absorb the burden of current and future governmental regulations and taxation.

We depend upon Equitrans Midstream, a third-party midstream provider, for a significant portion of our midstream services, and our failure to develop, obtain and maintain access or maintainto the necessary infrastructure to successfully deliver natural gas, NGLs and oil to market may adversely affect our earnings, cash flows and results of operations.
Our delivery of natural gas, NGLs and oil depends upon the availability, proximity and capacity of pipelines, other transportation facilities and gathering and processing facilities.facilities primarily owned by third-parties, and our ability to contract with these third-parties. The capacity of transmission, gathering and processing facilities may be insufficient to accommodate potential production from existing and new wells, which may result in substantial discounts in the prices we receive for our natural gas, NGLs and oil.oil or result in the shut-in of producing wells or the delay or discontinuance of development plans for properties. Competition for access to pipeline infrastructure within the Appalachian Basin is intense, and our ability to secure access to pipeline infrastructure on favorable economic terms could affect our competitive position. The Company’s investment

Historically our ownership interest in and control of EQM Midstream Partners, LP (EQM) and Rice Midstream Partners LP (RMP) allowed us to exercise greater control over the development of midstream infrastructure through EQMto service our operations. However, as a result of the Separation, we no longer control those operations and RMP is intendedfacilities and will be dependent on Equitrans Midstream and other third-party providers of these services. Access to address amidstream assets may be unavailable due to market conditions or mechanical or other reasons. In addition, at current commodity prices, construction of new pipelines and building of such infrastructure may occur more slowly. A lack of capacity on, and access to existing gathering and transmission pipelines as well as curtailments on such pipelines. Ourneeded infrastructure, development and maintenance programs can involve significant risks, including those related to timing, cost overruns, operational efficiency, and construction, and these risks can be affected by the availability of capital, materials and a qualified work force, as well as the complexity of construction locations, weather conditions, delays in obtaining permits and other government approvals, title and property access problems, geology, public opposition to infrastructure development, compliance by third parties with their contractual obligations to us and other factors.  Moreover, if our infrastructure development and maintenance programs are not successfully developed on time and within budget, we may not be able to profitably fulfill our contractual obligations to third parties, including joint venture partners.

We also deliver to and are served by third-party natural gas, NGLs and oil transmission, gathering, processing and storage facilities that are limited in number, geographically concentrated and subject to the same risks identified above with respect to our infrastructure development and maintenance programs.  Because we do not own these third-party pipelines or facilities, their continuing operation is not within our control. Anan extended interruption of access to or service from our or third-party pipelines and facilities for any reason, including vandalism, sabotage or cyber-attacks on such pipelines and facilities or service interruptions due to gas quality, could result in adverse consequences to us, such as delays in producing and selling our natural gas, NGLs and oil.  In such an event, we might have to shut in our wells awaiting a pipeline connection or capacity and/or sell our production at prices lower than we currently project.  In addition, some of our third-party contracts involve significant long-term financial commitments on our part.  Moreover,part and could reduce our cash flow during periods of low prices for natural gas, NGLs and oil. Our usage of third parties for transmission, gathering and processing services subjects us to the performance risk of such third parties and may make us dependent upon those third parties to get our produced natural gas, NGLs and oil to market. To the extent these services are delayed or unavailable, we would be unable to realize revenue from wells served by such facilities until suitable arrangements are made to market our production. Our failure to obtain these services on acceptable terms could materially harm our business.

The substantial majority of our producing properties are concentratedFinally, in the Appalachian Basin, makingorder to ensure access to certain midstream facilities, we have entered into agreements that obligate us vulnerable to risks associatedpay demand charges to various pipeline operators. We also have commitments with operating primarily in one major geographic area.

The substantial majority of our producing properties are geographically concentrated in the Appalachian Basin. As a result of this concentration, wethird parties for processing capacity. We may be disproportionately exposedobligated to make payments under these agreements even if we do not fully utilize the impact of regional supplycapacity we have reserved, and demand factors, delays these payments may be significant.
Negative public perception regarding us and/or interruptions of production from wells in these areas caused by and costs associated with governmental regulation, processing or transportation capacity constraints, market limitations, water shortages or other weather related conditions, interruption of the processing or transportation of oil, natural gas or NGLs and changes in regional and local political regimes and regulations. Such conditionsour industry could have a materialan adverse effect on our financial condition and results of operations.

In addition, a numberNegative public perception regarding us and/or our industry resulting from, among other things, the explosion of areas withinnatural gas transmission and gathering lines, oil spills, and concerns raised by advocacy groups or the Appalachian Basin have historically been subjectmedia about hydraulic fracturing, greenhouse gas or methane emissions or fossil fuels in general, or about royalty payment and surface use issues, may lead to mining operations. For example, third partiesincreased litigation and regulatory, legislative and judicial scrutiny, which may, in turn, lead to new local, state and federal laws, regulations, guidelines and enforcement interpretations in safety, environmental, royalty and surface use areas.  These actions may cause operational delays or restrictions, increased operating costs, additional regulatory burdens and increased risk of litigation.  Moreover, governmental authorities exercise considerable discretion in the timing and scope of permit issuance and the public may engage in subsurface mining operations near or under our properties, whichthe permitting process, including through intervention in the courts. Negative public perception could cause subsidencethe permits we need to conduct our operations to be withheld, delayed, challenged or other damage to our properties, adversely impact our drilling operations or adversely impact our midstream activities or those on which we rely.

Due to the concentrated nature of our portfolio of natural gas properties, a number of our properties could experience any of the same conditions at the same time, resulting in a relatively greater impact on our results of operations than they might have on other companiesburdened by requirements that have a more diversified portfolio of properties.
Strategic determinations, including the allocation of capital and other resources to strategic opportunities, are challenging and our failure to appropriately allocate capital and resources among our strategic opportunities may adversely affect our financial condition and reduce our future growth rate.
Our future growth prospects are dependent uponrestrict our ability to identify optimal strategies forprofitably conduct our business. In developing our 2018 business plan, we considered allocating capital
We are subject to complex federal, state, local and other resources to various aspects of our businesses, including well development, reserve acquisitions, exploratory activities, midstream infrastructure, corporate itemslaws and other alternatives.  We also considered our likely sources of capital.Notwithstanding the determinations made in the development of our 2018 plan, business opportunities not previously identified periodically come to our attention, including possible acquisitions and dispositions. If we fail to identify and execute optimal business strategies, including the appropriate corporate structure and appropriate rate of reserve development, or fail to optimize our capital investment and capital raising opportunities and the use of our other resources in furtherance of our business strategies, our financial condition and growth rate may beregulations that could adversely affected.  Moreover, economic or other circumstances may change from those contemplated by our 2018 plan, and our failure to recognize or respond to those changes may limit our ability to achieve our objectives.

We periodically engage in acquisitions, dispositions and other strategic transactions, including joint ventures.  These transactions involve various inherent risks, such as our ability to obtain the necessary regulatory approvals; the timing of and conditions imposed upon us by regulators in connection with such approvals; the assumption of potential environmental or other liabilities; and our ability to realize the benefits expected from the transactions.  In addition, various factors including prevailing market conditions could negatively impact the benefits we receive from transactions.  Competition for acquisition opportunities in our industry is intense and may increaseaffect the cost, manner or feasibility of conducting our operations or causeexpose us to refrain from, completing acquisitions. Joint venture arrangements may restrict our operational and corporate flexibility. Moreover, joint venture arrangements involve various risks and uncertainties, such as committing us to fund operating and/or capital expenditures, the timing and amount of which we may have little control over, and our joint venture partners may not satisfy their obligations to the joint venture. Our inability to complete a transaction or to achieve our strategic or financial goals in any transaction could have significant adverse effects on our earnings, cash flows and financial position.liabilities.

In addition, we announced in late 2017 that our board of directors has formed a committee to evaluate options to address our sum-of-the-parts discount, with the results of such review to be announced by the end of March 2018.  There can be no assurance regarding the outcome of this review or how such outcome may affect us.
Our need to comply with comprehensive, complex and sometimes unpredictable government regulations may increase our costs and limit our revenue growth, which may result in reduced earnings.
Our operations are regulated extensively at the federal, state and local levels. Laws, regulations and other legal requirements have increased the cost to plan, design, drill, install, operate and abandon wells gathering and transmission systems and pipelines.related infrastructure. Our exploration and production operations are subject to various types of federal, state and local laws and regulations, including regulations related to the location of wells; the method of drilling, well construction, well stimulation, hydraulic fracturing and casing design; water withdrawal and procurement for well stimulation purposes; well production; spill prevention plans; the use, transportation, storage and disposal of water and other fluids and materials, including solid and hazardous wastes, incidental to natural gas and oil and gas

operations; surface usage and the reclamation of properties upon which wells or other facilities have been located; the plugging and abandoning of wells; the calculation, reporting and disbursement of royalties and taxes; and the gathering of production in certain circumstances. These regulations and any delays in obtaining related authorizations may affect the costs and timing of developing our natural gas resources.

Our operations are also subject to conservation and correlative rights regulations, including the regulation of the size of drilling and spacing units or field rule units; setbacks; the number of wells that may be drilled in a unit or in close proximity to other wells; drilling in the vicinity of coal mining operations and certain other structures; and the unitization or pooling of natural gas properties. Some states allow the statutory pooling and unitization of tracts to facilitate development and exploration, as well as joint development of existing contiguous leases. In addition, state conservation and oilnatural gas and gasoil laws generally limit the venting or flaring of natural gas, and may set production allowances on the amount of annual production permitted from a well.

Environmental, health and safety legal requirements govern discharges of substances into the air, ground and water; the management and disposal of hazardous substances and wastes; the clean-up of contaminated sites; groundwater quality and availability; plant and wildlife protection; locations available for drilling and pipeline construction;drilling; environmental impact studies and assessments prior to permitting; restoration of drilling properties after drilling is completed; pipeline safety (including replacement requirements); and work practices related to employee health and safety. Compliance

To conduct our operations in compliance with these laws and regulations, we must obtain and maintain numerous permits, approvals and certificates from various federal, state and local governmental authorities. Maintaining compliance with the laws, regulations and other legal requirements applicable to our businessesbusiness and any delays in obtaining related authorizations may increaseaffect the costs and timing of developing our cost of doing business or result in delays due to the need to obtain additional or more detailed governmental approvalsnatural gas, NGLs and permits.oil resources.  These requirements could also subject us to claims for personal injuries, property damage and other damages.  In addition, our costs of compliance may increase if existing laws and regulations are revised or reinterpreted, or if new laws and regulations become applicable to our operations. Such costs could materially adversely affect our results of operations, cash flows and financial position. Our failure to comply with the laws, regulations and other legal requirements applicable to our businesses,business, even if as a result of factors beyond our control, could result in the suspension or termination of our operations and subject us to administrative, civil and criminal penalties and damages. 

The rates charged to customers by our gathering, transmission and storage businesses are, in many cases, subject to federal regulation by the FERC, which may prohibit us from realizing a level of return that we believe is appropriate. These restrictions may take the form of lower overall rates, imputed revenue credits, cost disallowances and/or expense deferrals. For example, under current policy, the FERC permits interstate pipelines to include an income tax allowance in the cost-of-service used as the basis for calculating their regulated rates. For pipelines owned by partnerships, including EQM, the tax allowance reflects the actual or potential income tax liability on the FERC-jurisdictional income attributable to all partnership interests if the ultimate owner of the interest has an actual or potential income tax liability on such income. If the FERC’s income tax allowance policy, which is subject to legal challenges, were to change and if the FERC were to disallow all or a substantial portion of the current income tax allowance for EQM’s pipelines, including adjusting the income tax allowance for reduced income tax rates enacted by the Tax Cuts and Jobs Act of 2017, EQM’s regulated rates, and therefore its revenues, could be materially adversely affected, which eventually could have a material adverse effect on our earnings and cash flows.

Certain natural gas gathering facilities are exempted from regulation by the FERC. We believe that many of our natural gas facilities meet the traditional tests the FERC has used to establish a pipeline's status as an exempt gatherer not subject to regulation as a natural gas company, although the FERC has not made a formal determination with respect to the jurisdictional status of those facilities. However, the distinction between FERC-regulated transmission services and federally unregulated gathering services is the subject of ongoing litigation within the industry, so the classification and regulation of some of our facilities may be subject to change based on future determinations by the FERC, the courts or the U.S. Congress.

Failure to comply with applicable provisions of the laws governing the regulation and safety of natural gas gathering, transmission and storage facilities,damages as well as withcorrective action costs.

In December 2018, changes to certain federal income tax laws were signed into law which impact us, including but not limited to: changes to the regulations, rules, orders, restrictions and conditions associated with these laws, could result inregular income tax rate; the imposition of administrative and criminal remedies and civil penalties. For example, the FERC is authorized to impose civil penalties of up to approximately $1.2 million per violation, per day for violationselimination of the Natural Gas Actalternative minimum tax; full expensing of 1938, the Natural Gas Policy Actcapital equipment; limited deductibility of 1978 or the rules, regulations, restrictions, conditionsinterest expense; and orders promulgated under those statutes.increased limitations on deductible executive compensation.  The violation of federal pipeline safety laws could leadcurrent administration continues to the imposition of civil penalties of up to approximately $200,000 per day for each violation up to a maximum penalty of approximately $2 million for a related series of violations. This maximum penalty authority established by statute will continue to be adjusted periodically for inflation.
Laws, regulations and other legal requirements are constantly changing, and implementation of compliant processes in response to such changes could be costly and time consuming.  In addition to periodicdebate further changes to air, water and wastefederal income tax laws as well as recent EPA initiatives to impose climate change-based air regulations on the industry, the U.S. Congress and various states have been evaluating and, in certain cases, have enacted climate-related legislation and other regulatory initiatives that would further restrict emissions of greenhouse gases, including methane (a primary component of natural gas) and carbon dioxide (a byproduct of burning natural gas). Such restrictions may result in additional compliance obligations with respect to, or taxes on the release, capture and use of, greenhouse gases that could have an adverse effect on our operations.


Another area of regulation is hydraulic fracturing, which we utilize to complete most of our natural gas wells. Certain environmental and other groups have suggested that additional laws and regulations may be needed to more closely regulate the hydraulic fracturing process, and legislation or regulation has been proposed or is under discussion at federal, state and local levels. For instance, legislation or regulation banning hydraulic fracturing has been adopted in a number of jurisdictions in which we do not have drilling operations. We cannot predict whether any other such federal, state or local legislation or regulation will be enacted and, if enacted, how it may affect our operations, but enactment of additional laws or regulations could increase our operating costs, result in delays in production or delivery of natural gas or perhaps even preclude us from drilling wells.

Subsequent to the broad tax reform changes provided in the law known as the Tax Cuts and Job Act of 2017, other tax law changes could be enacted thatwhich could have a material impact on us. The most significant potential tax law change would be a full or partial eliminationchanges include further changes to the regular income tax rate, the expensing of the ability to expense intangible drilling costs or a linkingpercentage depletion, and further limited deductibility of that deduction to the deduction for interest expense, eitherany of which could adversely impact bothour current and deferred federal and state income tax liabilities. The cash cost of any such change could impact our ability to develop our natural gas resources.

The rates of federal, stateState and local taxes applicable to the industriestaxing authorities in jurisdictions in which we operate including productionor own assets may enact new taxes, paid by EQT Production, often fluctuate, and could be increased by the various taxing authorities.  In addition, the tax laws, rules and regulations that affect our business could change, such as the change resulting from the law known as the Tax Cuts and Jobs Act of 2017. Any such increase or change or varying interpretations of these laws, including the imposition of a new severance tax (a tax on the extraction of natural resources)resources in states in which we produce natural gas, NGLs and oil, or change the rates of existing taxes, which could adversely impact our earnings, cash flows and financial position.


In 2010, the U.S. Congress adopted the Dodd-Frank Act, which established federal oversight and regulation of the over-the-counter derivative market and entities, such as us, that participate in that market. The Dodd-Frank Act required the CFTC, the SEC and other regulatory agencies to promulgate rules and regulations implementing the legislation. As of the filing date of this Annual Report on Form 10-K, the CFTC had adopted and implemented many final rules that impose regulatory obligations on all market participants, including us, such as recordkeeping and certain reporting obligations.  Other rules that may be relevant to us or our counterparties have yet to be finalized.  Because significant rules relevant to natural gas hedging activities have not been adopted or implemented, it is not possible at this time to predict the extent of the impact of the regulations on our hedging program, including available counterparties, or regulatory compliance obligations.  We have experienced increased, and anticipate additional, compliance costs and changes to current market practices as participants continue to adapt to a changing regulatory environment.

 We have substantial capital requirements,Federal, state and we may not be ablelocal legislative and regulatory initiatives relating to obtain needed financing on satisfactory terms.
We, EQMhydraulic fracturing and RMP rely upon access to both short-term bankgovernmental reviews of such activities could result in increased costs and money markets and longer-term capital markets as sources of liquidity for any capital requirements not satisfied by the cash flows from operationsadditional operating restrictions or other sources.  Future challengesdelays in the global financial system, including access to capital markets and changes in the termscompletion of and cost of capital, including increases in interest rates, may adversely affect our, EQM's or RMP's business and financial condition.  Our, EQM's and RMP's ability to access the capital markets may be restricted at a time when we, EQM or RMP desire, or need, to raise capital, which could have an impact on our, EQM's, or RMP's flexibility to react to changing economic and business conditions or our ability to implement our business strategies.
As of February 15, 2018, our Senior Notes were rated “Baa3” by Moody’s Investors Services (Moody’s), “BBB” by Standard & Poor’s Ratings Service (S&P) with a "negative" outlook, and “BBB-” by Fitch Ratings Service (Fitch), and EQM's Senior Notes were rated “Ba1” by Moody's, “BBB-” by S&P, and “BBB-” by Fitch. Although we are not aware of any current plans of Moody’s, S&P or Fitch to lower their respective ratings on our or EQM’s Senior Notes, we cannot be assured that our or EQM’s credit ratings will not be downgraded or withdrawn entirely by a rating agency. Low prices for natural gas NGLs and oil or an increase in the level of our indebtedness in the future may result in a downgrade in the ratings that are assigned to our or EQM’s Senior Notes.  If any credit rating agency downgrades the ratings, particularly below investment grade, our or EQM’s access to the capital markets may be limited, borrowing costs and margin deposits on our derivatives would increase, we may be required to provide additional credit assurances in support of pipeline capacity contracts, the amount of which may be substantial, or we or EQM may be required to provide additional credit assurances related to joint venture arrangements or construction contracts,wells, which could adversely affect our production.

We utilize hydraulic fracturing in the completion of our natural gas and oil wells. Hydraulic fracturing typically is regulated by state natural gas and oil commissions, but the EPA has asserted federal regulatory authority. For example, the EPA also finalized rules in June 2016 to prohibit the discharge of wastewater from hydraulic fracturing operations to publicly owned wastewater treatment plants.

Certain governmental reviews have been conducted or are underway that focus on the environmental aspects of hydraulic fracturing practices. In addition, Congress has from time to time considered legislation to provide for federal regulation of hydraulic fracturing under the SDWA and to require disclosure of the chemicals used in the hydraulic fracturing process. At the state level, several states have adopted or are considering legal requirements that could impose more stringent permitting, disclosure, and well construction requirements on hydraulic fracturing activities. Local governments also may seek to adopt ordinances within their jurisdictions regulating the time, place and manner of drilling activities in general or hydraulic fracturing activities in particular. Some states and municipalities have sought to ban hydraulic fracturing altogether. If new or more stringent federal, state, or local legal restrictions relating to the hydraulic fracturing process are adopted in areas where we operate, we could incur potentially significant added costs to comply with such requirements, experience delays or curtailment in the pursuit of exploration, development, or production activities, and perhaps even be precluded from constructing wells. See "Business-Regulation-Environmental, Health and Safety Regulation” for more information.

Our operations may be exposed to significant delays, costs and liabilities as a result of environmental and occupational health and safety requirements applicable to our business activities.
We may incur significant delays, costs and liabilities as a result of environmental and occupational health and safety requirements applicable to our exploration, development and production activities. These delays, costs and liabilities could arise under a wide range of federal, state and local laws and regulations relating to protection of the environment and occupational health and workplace safety, including regulations and enforcement policies that have tended to become increasingly strict over time resulting in longer waiting periods to receive permits and other regulatory approvals. Failure to comply with these laws and regulations may result in the assessment of administrative, civil and criminal penalties, imposition of cleanup and site restoration costs and liens, and, in some instances, issuance of orders or injunctions limiting or requiring discontinuation of certain operations.
Strict, joint and several liabilities may be imposed under certain environmental laws, which could cause us to become liable for the conduct of others or for consequences of our own actions that were in compliance with all applicable laws at the time those actions were taken. In addition, claims for damages to persons or property, including natural resources, may result from the environmental and occupational health and workplace safety impacts of our operations. We have been named from time to time as a defendant in litigation related to such matters.
In addition, new or additional laws and regulations, new interpretations of existing requirements or changes in enforcement policies could impose unforeseen liabilities, significantly increase compliance costs or result in delays of, or denial of rights to conduct, our development programs. For example, in September 2015, the EPA and the Corps issued a final rule under the CWA defining the scope of the EPA’s and the Corps’ jurisdiction over WOTUS, but several legal challenges to the rule followed, and the WOTUS rule was stayed nationwide in October 2015 pending resolution of the court challenges. The EPA and the Corps proposed a rule in June 2017 to repeal the WOTUS rule, and announced their intent to issue a new rule defining the CWA’s jurisdiction. In January 2018, the U.S. Supreme Court issued a decision finding that jurisdiction to hear challenges to the WOTUS rule resides with the federal district courts; consequently, the previously filed district court cases were allowed to proceed, resulting in a patchwork of implementation in some states and stays in others. Following the U.S. Supreme Court’s decision, the EPA and the Corps issued a final rule in January 2018 staying implementation of the WOTUS rule for two years while the agencies reconsider the rule, but a federal judge barred the agencies’ suspension of the rule in August 2018. Subsequently, various district court decisions

revived the WOTUS rule in 22 states, the District of Columbia, and the U.S. territories and enjoined implementation of the rule in 28 states. In December 2018, the EPA and the Corps released a proposal to redefine the definition of WOTUS. The new proposed definition narrows the scope of waters that are covered as jurisdictional under the WOTUS rule. The proposed definition may be subject to an expanded comment period and future litigation. As a result, future implementation of the WOTUS rule is uncertain at this time. To the extent the WOTUS rule expands the scope of the CWA’s jurisdiction, we could face increased costs and delays with respect to obtaining permits for dredge and fill activities in wetland areas. Such potential regulations or litigation could increase our operating costs, reduce our liquidity, delay or halt our operations or otherwise alter the way we conduct our business, which in turn could materially adversely affect our results of operations and liquidity. Investment grade refersfinancial position. Further, the discharges of natural gas, NGLs, oil, and other pollutants into the air, soil or water may give rise to significant liabilities on our part to the qualitygovernment and third parties.

Regulations related to the protection of a company’s credit as assessed by one or more credit rating agencies. In order to be considered investment grade, a company must be rated “BBB-” or higher by S&P, “Baa3” or higher by Moody’s and “BBB-” or higher by Fitch.
The loss of key personnelwildlife could adversely affect our ability to execute our strategic, operational and financial plans.
conduct drilling activities in some of the areas where we operate.
Our operations can be adversely affected by regulations designed to protect various wildlife. The designation of previously unprotected species as threatened or endangered in areas where underlying property operations are dependent upon key management and technical personnel, and one or more of these individuals could leave our employment. The unexpected loss of the services of one or more of these individuals could have a detrimental effect on

us. In addition, the success of our operations will depend, in part, on our ability to identify, attract, develop and retain experienced personnel. There is competition within our industry for experienced technical personnel and certain other professionals, which could increase the costs associated with identifying, attracting and retaining such personnel. If we cannot identify, attract, develop and retain our technical and professional personnel or attract additional experienced technical and professional personnel, our ability to compete could be harmed.
Negative public perception regarding us and/or our industry could have an adverse effect on our operations.
Negative public perception regarding us and/or our industry resulting from, among other things, oil spills, the explosion of natural gas transmission and gathering lines and concerns raised by advocacy groups about hydraulic fracturing and pipeline projects, may lead to increased regulatory scrutiny which may, in turn, lead to new local, state and federal safety and environmental laws, regulations, guidelines and enforcement interpretations.  These actions may cause operational delays or restrictions, increased operating costs, additional regulatory burdens and increased risk of litigation.  Moreover, governmental authorities exercise considerable discretion in the timing and scope of permit issuance and the public may engage in the permitting process, including through intervention in the courts. Negative public perceptionconducted could cause the permits we needus to conduct our operations to be withheld, delayed or burdened by requirements that restrict our ability to profitably conduct our business.

Cyber incidents may adversely impact our operations.
Our business has become increasingly dependent upon digital technologies, including information systems, infrastructure and cloud applications, to operate our production and midstream businesses, and the maintenance of our financial and other records has long been dependent upon such technologies. The U.S. government has issued public warnings that indicate that energy assets might be specific targets of cyber security threats. Deliberate attacks on, or unintentional events affecting, our systems or infrastructure, the systems or infrastructure of third parties or the cloud could lead to corruption or loss of our proprietary data and potentially sensitive data, delays in production or delivery of natural gas, NGLs and oil, difficulty in completing and settling transactions, challenges in maintaining our books and records, communication interruptions, environmental damage, personal injury, property damage, other operational disruptions and third-party liability.  Further, as cyber incidents continue to evolve, we may be required to expend additional resources to continue to modify or enhance our protectiveincur increased costs arising from species protection measures or to investigate and remediate any vulnerability to cyber incidents.

Our failure to assess or capitalize on production opportunities could negatively impact our long-term growth prospects for our production business.
Our goal of sustaining long-term growth for our production business is contingent upon our ability to identify production opportunities based on market conditions.  Our decision to drill a well is subject to a number of factors which may alter our drilling schedule or our plans to drill at all. We may have difficulty drilling all of the wells before the lease term expires which could result in the loss of certain leasehold rights, or we could drill wells in locations where we do not have the necessary infrastructure to deliver the natural gas, NGLs and oil to market.  Moreover, an incorrect determination of legal title to our wells could result in liability to the owner of the natural gas or oil rights and an impairment to our assets. Successfully identifying production opportunities involves a high degree of business experience, knowledge and careful evaluation of potential opportunities, along with subjective judgments and assumptions that may prove to be incorrect.  For example, seismic data is subject to interpretation and may not accurately identify the presence of natural gas or other hydrocarbons. Certain of our future drilling activities may not be successful and, if unsuccessful, this failure could adversely affect our business, results of operations or liquidity. Because we have a limited operating history in certain areas, our future operating results may be difficult to forecast, and our failure to sustain high growth rates in the future could adversely affect the market price of our common stock.

Natural gas, NGLs and oil price declines have resulted in impairment of certain of our non-core assets. Future declines in commodity prices, increases in operating costs or adverse changes in well performance may result in additional write-downs of the carrying amounts of our assets, including goodwill and other long lived intangible assets, which could materially and adversely affect our results of operations in future periods.

We review the carrying values of our proved oil and gas properties, midstream assets and goodwill for indications of impairment when events or circumstances indicate that the remaining carrying value may not be recoverable. In addition, we evaluate goodwill for impairment at least annually. A significant amount of judgment is involved in performing these evaluations since the results are based on estimated future events. The estimated future cash flows used to test our proved oil and gas properties for recoverability are based on proved and, if determined reasonable by management, risk-adjusted probable reserves, utilizing assumptions generally consistent with the assumptions utilized by the Company’s management for internal planning and budgeting purposes, including, among other things, the use of the asset, anticipated production from reserves, future market prices for natural gas, NGLs and oil, future operating costs and inflation.  Commodity pricing is estimated by using a combination of the five-year

NYMEX forward strip prices and assumptions related to gas quality, basis and inflation. Proved oil and gas properties and midstream assets that have carrying amounts in excess of estimated future cash flows are written down to fair value, which is estimated by discounting the estimated future cash flows using discount rate assumptions that marketplace participants would use in their estimates of fair value.

Our estimate of the fair value of our assets depends on the prices of natural gas, NGLs and oil. Primarily as a result of declines in NYMEX forward strip prices, we recorded non-cash, pre-tax impairment charges of $59.7 million to certain long-lived assets during 2016 and $94.3 million to our proved oil and gas properties in the non-core Permian basin during 2015. Future declines in natural gas, NGLs or oil prices, increases in operating costs or adverse changes in well performance, among other things, may result in our having to make significant future downward adjustments to our estimated proved reserves and/or could result in additional non-cash impairment charges to write-down the carrying amount of our assets, including goodwill and other long lived intangible assets, which may have a material adverse effectconstraints on our results of operations in future periods. For example, all other things being equal, a further decline in the average five-year NYMEX forward strip price in a future period may cause the Company to recognize impairments on non-core assets, including the Company's assets in the Huron play, which had a carrying value of approximately $3 billion at December 31, 2017. Any impairment of our assets, including goodwillexploration and other long lived intangible assets, would require us to take an immediate charge to earnings. Such charges could be material to our results of operations and could adversely impact our financial condition and results of operations. See “Impairment of Oil and Gas Properties and Goodwill” under Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

The amount and timing of actual future natural gas, NGLs and oil production is difficult to predict and may vary significantly from our estimates, which may reduce our earnings.
Our future success depends uponactivities. This limits our ability to develop additional gas reserves that are economically recoverableoperate in those areas and can intensify competition during those months for drilling rigs, oilfield equipment, services, supplies and qualified personnel, which may lead to optimize existing well production,periodic shortages. These constraints and our failure to do so may reduce our earnings.  Our drilling and subsequent maintenance of wells can involve significant risks, including those related to timing, cost overruns and operational efficiency, and these risks can be affected by the availability of capital, leases, rigs, equipment, a qualified work force, and adequate capacity for the treatment and recyclingresulting shortages or disposal of waste water generated inhigh costs could delay our operations as well as weather conditions, natural gas, NGLs and oil price volatility, government approvals, titlematerially increase our operating and property access problems, geology, equipment failure or accidentscapital costs.

Conservation measures and other factors.  Drillingtechnological advances could reduce demand for natural gas NGLsand oil.
Fuel conservation measures, alternative fuel requirements, increasing consumer demand for alternatives to natural gas and oil, can be unprofitable, not only from dry wells, but from productive wells that do not produce sufficient revenues to return a profit.  Additionally, a failure to effectivelytechnological advances in fuel economy and efficiently operate existing wells may cause production volumes to fall shortenergy generation devices could reduce demand for natural gas and oil. The impact of our projections.  Without continued successful development or acquisition activities, together with effective operation of existing wells, our reservesthe changing demand for natural gas and revenues will decline as a result of our current reserves being depleted by production.

We also rely on third parties for certain construction, drilling and completion services, materials and supplies.  Delays or failures to perform by such third partiesoil could adversely impact our earnings, cash flows and financial position.

The standardized measureClimate change laws and regulations restricting emissions of discounted future net cash flows from our proved reserves is not the same as the current market value of our estimated natural gas, NGLsgreenhouse gases could result in increased operating costs and oil reserves.
You should not assume that the standardized measure of discounted future net cash flows from our proved reserves is the current market value of our estimated natural gas, NGLs and oil reserves.  In accordance with SEC requirements, we based the discounted future net cash flows from our proved reserves on the twelve month unweighted arithmetic average of the first-day-of-the-month pricereduced demand for the preceding twelve months without giving effect to derivative transactions. Actual future net cash flows from our properties will be affected by factors such as the actual prices we receive for natural gas, NGLs and oil, the amount, timing and cost of actual production and changes in governmental regulations or taxation.  In addition, the 10% discount factor we use when calculating the standardized measure may not be the most appropriate discount factor based on interest rates in effect from time to time and risks associated with us or the natural gas, NGLs and oil industrythat we produce while potential physical effects of climate change could disrupt our production and cause us to incur significant costs in general.preparing for or responding to those effects.
In response to findings that emissions of carbon dioxide, methane and other GHGs present an endangerment to public health and the environment, the EPA has adopted regulations under existing provisions of the CAA that, among other things, establish PSD construction and Title V operating permit reviews for certain large stationary sources that are already potential major sources of certain principal, or criteria, pollutant emissions. Facilities required to obtain PSD permits for their GHG emissions also will be required to meet “best available control technology” standards that will be established by the states or, in some cases, by the EPA on a case‑by‑case basis. These EPA rulemakings could adversely affect our operations and restrict or delay our ability to obtain air permits for new or modified sources. In addition, the EPA has adopted rules requiring the monitoring and reporting of GHG emissions from specified onshore and offshore natural gas and oil production sources in the United States on an annual basis, which include certain of our operations. At the state level, several states including Pennsylvania have proceeded with regulation targeting GHG emissions. Such state regulations could impose increased compliance costs on our operations.

Our proved reserves are estimatesWhile Congress has from time to time considered legislation to reduce emissions of GHGs, there has not been significant activity in the form of federal legislation in recent years.  In the absence of such federal climate legislation, a number of state and regional efforts have emerged that are based upon many assumptionsaimed at tracking and/or reducing GHG emissions by means of cap and trade programs that typically require major sources of GHG emissions, such as electric power plants, to acquire and surrender emission allowances in return for emitting those GHGs. While Pennsylvania is not currently a member of the RGGI, a multi-state regional cap and trade program comprised of several Eastern U.S. states, it is possible that it may join RGGI in the future. This could result in increased operating costs if our operations are required to purchase emission allowances.

On an international level, the United States is one of almost 200 nations that, in December 2015, agreed to the Paris Agreement which calls for countries to set their own GHG emissions targets and be transparent about the measures each country will use to achieve its GHG emissions targets. The Paris Agreement was signed by the United States in April 2016 and entered into force on November 4, 2016; however, the Paris Agreement does not impose any binding obligations on its participants. In August 2017, the U.S. Department of State officially informed the United Nations of the United States’ intent to withdraw from the Paris Agreement. The Paris Agreement provides for a four-year exit process beginning when it took effect in November 2016, which would result in an effective exit date of November 2020. The United States’ adherence to the exit process and/or the terms on which the United States may reenter the Paris Agreement or a separately negotiated agreement are unclear at this time.


Although it is not possible at this time to predict how legislation or new regulations that may provebe adopted to be inaccurate.  Any significant change in these underlying assumptions will greatly affect the quantitiesaddress GHG emissions would impact our business, any such future laws and present valueregulations imposing reporting obligations on, or limiting emissions of our reserves.

Reserve engineering is a subjective process involving estimates of underground accumulations of natural gas, NGLs and oil and assumptions concerning future prices, production levels and operating and development costs, some of which are beyond our control.   These estimates and assumptions are inherently imprecise, and we may adjust our estimates of proved reserves based on changes in these estimates or assumptions.  As a result, estimated quantities of proved reserves and projections of future production rates and the timing of development expenditures may prove to be inaccurate.   Any significant varianceGHGs from, our assumptionsequipment and operations could greatlyrequire us to incur costs to reduce emissions of GHGs associated with our operations. Substantial limitations on GHG emissions could also adversely affect our estimates of reserves,demand for the economically recoverable quantities of natural gas, NGLs and oil, the classifications of reserves based on risk of recovery and estimates of the future net cash flows.  Numerous changes over time

to the assumptions on which our reserve estimates are based, as described above, often result in the actual quantities of natural gas, NGLs and oil we produce and lower the value of our reserves.  

Notwithstanding potential risks related to climate change, the International Energy Agency estimates that oil and gas will continue to represent a major share of global energy use through 2040, and other private sector studies project continued growth in demand for the next two decades. However, recent activism directed at shifting funding away from companies with energy-related assets could result in limitations or restrictions on certain sources of finding for the energy sector. Moreover, activist shareholders have introduced proposals that may seek to force companies to adopt aggressive emission reduction targets or to shift away from more carbon-intensive activities. While we cannot predict the outcomes of such proposals, they could ultimately recover beingmake it more difficult to engage in exploration and production activities.

Finally, it should be noted that a number of scientists have concluded that increasing concentrations of GHGs in the Earth’s atmosphere may produce climate changes that have significant physical effects, such as increased frequency and severity of storms, floods, droughts, and other extreme climatic events; if any such effects were to occur, they have the potential to cause physical damage to our assets or affect the availability of water and thus could have an adverse effect on our exploration and production operations. See “Business-Regulation-Environmental, Health and Safety Regulation” for more information.
The growth of our business through strategic transactions may expose us to various risks.

We periodically engage in acquisitions, dispositions and other strategic transactions, including joint ventures.  These transactions involve various inherent risks, such as our ability to obtain the necessary regulatory and third party approvals; the timing of and conditions imposed upon us by regulators in connection with such approvals; the assumption of potential environmental or other liabilities; and our ability to realize the benefits expected from the transactions.  In addition, various factors, including prevailing market conditions, could negatively impact the benefits we receive from transactions.  Competition for transaction opportunities in our industry is intense and may increase the cost of, or cause us to refrain from, completing transactions. Joint venture arrangements may restrict our operational and corporate flexibility. Moreover, joint venture arrangements involve various risks and uncertainties, such as committing us to fund operating and/or capital expenditures, the timing and amount of which we may have little or partial control over, and our joint venture partners may not satisfy their obligations to the joint venture. Our inability to complete a transaction or to achieve our strategic or financial goals in any transaction could have significant adverse effects on our earnings, cash flows and financial position.

Acquisitions may disrupt our current plans or operations and may not be worth what we pay due to uncertainties in evaluating recoverable reserves and other expected benefits, as well as potential liabilities. We may not achieve the intended benefits of our acquisition of Rice Energy Inc.

Successful property acquisitions require an assessment of a number of factors beyond our control. These factors include estimates of recoverable reserves, exploration potential, future natural gas, NGLs and oil prices, operating costs, production taxes and potential environmental and other liabilities. These assessments are complex and inherently imprecise. Our review of the properties we acquire may not reveal all existing or potential problems. In addition, our review may not allow us to fully assess the potential deficiencies of the properties. We do not inspect every well or lease that we acquire, and even when we inspect a well or lease we may not discover structural, subsurface, or environmental problems that may exist or arise.

There may be threatened or contemplated claims against the assets or businesses we acquire related to environmental, title, regulatory, tax, contract, litigation or other matters of which we are unaware, which could materially and adversely affect our production, revenues and results of operations. We often assume certain liabilities, and we may not be entitled to contractual indemnification for pre-closing liabilities, including environmental liabilities, and our contractual indemnification may not be effective. At times, we acquire interests in properties on an “as is” basis with limited representations and warranties and limited remedies for breaches of such representations and warranties. In addition, significant acquisitions can change the nature of our operations and business if the acquired properties have substantially different operating and geological characteristics or are in different geographic locations than our existing properties.

On November 13, 2017, we completed the acquisition of Rice Energy Inc. (Rice). There can be no assurance that we will be able to successfully integrate Rice’s assets or otherwise realize the expected benefits of the acquisition of Rice. In addition, our business may be negatively impacted if we are unable to effectively manage our expanded operations going forward. The integration has required and will continue to require significant time and focus from management and could disrupt current plans and operations, which could delay the achievement of our reserve estimates.strategic objectives.

Changes in our business following the completion of recent significant transactions, including the acquisition of Rice and the Separation and Distribution, may result in disruptions to our business and negatively impact our operations and our relationships with our customers and business partners.

Over the last two years we have completed multiple significant transactions, including the acquisition of Rice and the Separation and Distribution, with material work to be completed to achieve synergies and rationalize operations. As a result of these transactions, our company and employees have experienced significant changes, including the departure of members of senior management, new leadership in significant roles, and employee re-assignments necessary in connection with the Separation as well as a reduction in our workforce.  The combination of these factors may materially adversely affect our operations. Further, uncertainty related to our business following the Separation may lead customers and other parties to terminate or attempt to negotiate changes in existing business relationships, or consider entering into business relationships with parties other than us. These disruptions could materially adversely affect our results of operations, financial position and prospects.

The Separation and Distribution may subject us to future liabilities.
 
In November 2018, we completed the Separation and Distribution, resulting in the spin-off of Equitrans Midstream, a stand-alone publicly traded corporation which holds our former midstream business.
Pursuant to agreements we entered into with Equitrans Midstream in connection with the Separation, we and Equitrans Midstream are each generally responsible for the obligations and liabilities related to our respective businesses. Pursuant to those agreements, we and Equitrans Midstream each agreed to cross-indemnities principally designed to allocate financial responsibility for the obligations and liabilities of our business to us and those of Equitrans Midstream’s business to it. However, third parties, including governmental agencies, could seek to hold us responsible for obligations and liabilities that Equitrans Midstream agreed to retain or assume, and there can be no assurance that the indemnification from Equitrans Midstream will be sufficient to protect us against the full amount of such obligations and liabilities, or that Equitrans Midstream will be able to fully satisfy its indemnification obligations. Additionally, if a court were to determine that the Separation or related transactions were consummated with the actual intent to hinder, delay or defraud current or future creditors or resulted in Equitrans Midstream receiving less than reasonably equivalent value when it was insolvent, or that it was rendered insolvent, inadequately capitalized or unable to pay its debts as they become due, then it is possible that the court could disregard the allocation of obligations and liabilities agreed to between us and Equitrans Midstream, impose substantial obligations and liabilities on us and void some or all of the Separation-related transactions. Any of the foregoing could adversely affect our results of operations and financial position.

If there is a later determination that the Distribution or certain related transactions are taxable for U.S. federal income tax purposes because the facts, assumptions, representations or undertakings underlying the IRS private letter ruling and/or opinion of counsel are incorrect or for any other reason, we could incur significant liabilities.

In connection with the Separation and Distribution, we obtained a private letter ruling from the IRS and an opinion of outside counsel regarding the qualification of the Distribution, together with certain related transactions, as a transaction that is generally tax-free, for U.S. federal income tax purposes, under Sections 355 and 368(a)(1)(D) of the U.S. Internal Revenue Code (the Code) and certain other U.S. federal income tax matters relating to the Distribution and certain related transactions. The IRS private letter ruling and the opinion of counsel are based upon and rely on, among other things, various facts and assumptions, as well as certain representations, statements and undertakings of us and Equitrans Midstream, including those relating to the past and future conduct of us and Equitrans Midstream. If any of these representations, statements or undertakings is, or becomes, inaccurate or incomplete, or if we or Equitrans Midstream breach any representations or covenants contained in any of the Separation-related agreements and documents or in any documents relating to the IRS private letter ruling and/or the opinion of counsel, we and our shareholders may not be able to rely on the IRS private letter ruling or the opinion of counsel.

Notwithstanding receipt of the IRS private letter ruling and the opinion of counsel, the IRS could determine on audit that the Distribution and/or certain related transactions should be treated as taxable transactions for U.S. federal income tax purposes if it determines that any of the representations, assumptions or undertakings upon which the IRS private letter ruling was based are false or have been violated or if it disagrees with the conclusions in the opinion of counsel that are not covered by the ruling or for other reasons, including as as result of certain significant changes in the stock ownership of the Company or Equitrans Midstream after the Distribution further described below. An opinion of counsel represents the judgment of such counsel and is not binding on the IRS or any court, and the IRS or a court may disagree with the conclusions in such opinion of counsel. Accordingly, notwithstanding receipt of the IRS private letter ruling and the opinion of counsel, there can be no assurance that the IRS will not assert that the Distribution and/or certain related transactions should be treated as taxable transactions or that a court would not sustain such a challenge. In the event the IRS were to prevail with such challenge, we, Equitrans Midstream and our shareholders could be subject to material U.S. federal and state income tax liabilities. In connection with the Separation, we

and Equitrans Midstream entered into a tax matters agreement, which described the sharing of any such liabilities between us and Equitrans Midstream.

Even if the Distribution otherwise qualifies as generally tax-free under Section 355 and Section 368(a)(1)(D) of the Code, the Company (but not shareholders) would be subject to material U.S. federal and state income tax liability under Section 355(e) of the Code if one or more persons acquire, directly or indirectly, a 50-percent or greater interest (measured by either vote or value) in our stock or in the stock of Equitrans Midstream (excluding, for this purpose, the acquisition of stock of Equitrans Midstream by holders of our stock in the Distribution) as part of a plan or series of related transactions that includes the Distribution. Any acquisition of our stock or stock of Equitrans Midstream (or any predecessor or successor corporation) within two years before or after the Distribution generally would be presumed to be part of a plan that includes the Distribution, although the parties may be able to rebut that presumption under certain circumstances. Additionally, Equitrans Midstream is subject to certain agreements entered into with us that restrict, within two years of the Distribution, the ability of Equitrans Midstream to engage in certain corporate transactions without obtaining an advance ruling from the IRS and our prior consent. The process for determining whether an acquisition is part of a plan under these rules is complex, inherently factual in nature and subject to a comprehensive analysis of the facts and circumstances of the particular case. Notwithstanding the IRS private letter ruling or any opinion of counsel described above, we or Equitrans Midstream may cause or permit a change in ownership of our stock or stock of Equitrans Midstream sufficient to result in a material tax liability to us.

The Separation may not achieve some or all of the anticipated benefits.

We may not realize some or all of the anticipated strategic, financial, operational or other benefits from the Separation. As independent publicly-traded companies, we and Equitrans Midstream are smaller, less diversified companies with a narrower business focus and may be more vulnerable to changing market conditions, which could materially adversely affect our and its results of operations, cash flows and financial position. Further, we may be required to expend additional resources to consolidate and/or upgrade our information technology processes and systems to achieve our strategic goals.

We are a significant shareholder of Equitrans Midstream and the value of our investment in Equitrans Midstream may fluctuate substantially.
We own approximately 19.9% of the outstanding shares of common stock of Equitrans Midstream. The value of our investment in Equitrans Midstream may be adversely affected by negative changes in its results of operations, cash flows and financial position, which may occur as a result of the many risks attendant with operating in the midstream industry, including loss of gathering and transportation volumes, the effect of laws and regulations on the operation of its business and development of its assets, increased competition, loss of contracted volumes, adverse rate-making decisions, policies and rulings by the FERC, delays in the timing of or the failure to complete expansion projects, lack of access to capital and operating risks and hazards.
We intend to dispose of our interest in Equitrans Midstream through one or more exchanges of our shares of Equitrans Midstream common stock for our debt or one or more sales of such shares for cash. However, we can offer no assurance that we will be able to complete such disposition or as to the value we will realize. The occurrence of any of these and other risks faced by Equitrans Midstream could adversely affect the value of our investment in Equitrans Midstream.
Future sales of our common stock in the public market could reduce our stock price, and any additional capital raised by us through the sale of equity or convertible securities may dilute your ownership in us.

We may sell additional shares of common stock in subsequent public offerings. We may also issue additional shares of common stock or convertible securities.

We cannot predict the size of future issuances of our common stock or securities convertible into common stock or the effect, if any, that future issuances and sales of shares of our common stock will have on the market price of our common stock. Sales of substantial amounts of our common stock (including shares issued in connection with an acquisition), or the perception that such sales could occur, may adversely affect prevailing market prices of our common stock.

See Item 7A, “Quantitative and Qualitative Disclosures About Market Risk,” for further discussion regarding the Company’s exposure to market risks, including the risks associated with the Company's use of derivative contracts to hedge commodity prices.


Item 1B.           Unresolved Staff Comments
 

None.

Item 2.                    Properties
 
Principal facilities are owned or, in the case of certain office locations, warehouse buildings and equipment, leased, by the Company’s business segments.Company and its subsidiaries.  The majority of the Company’s properties are located on or under (i) private properties owned in fee, held by lease or occupied under perpetual easements or other rights acquired for the most part without warranty of underlying land titles or (ii) public highways under franchises or permits from various governmental authorities.  The Company’s facilities are generally well maintained and, where appropriate, are replaced or expanded to meet operating requirements.
 
EQT Production:  EQT Production’sThe Company’s properties are located primarily in Pennsylvania, West Virginia Ohio, Kentucky and Virginia.  This segmentOhio. The Company has approximately 4.01.4 million gross acres (approximately 72%74% of which are considered undeveloped), which encompass substantially all of the Company’s acreage of proved developed and undeveloped natural gas and oil producing properties.  Of these gross acres, approximately 1.1 million are in the Marcellus play, manymuch of which havehas associated deep Utica or Upper Devonian drilling rights, and approximately 0.1 million are in the Ohio Utica.Utica play.  Although most of itsthe Company's wells are drilled to relatively shallow depths (2,000(5,000 to 8,0008,500 feet below the surface), the Company retains what are normally considered “deep rights” on the majority of its acreage.  As of December 31, 2017,2018, the Company estimated its total proved reserves to be 21.421.8 Tcfe, consisting of proved developed producing reserves of 11.111.3 Tcfe, proved developed non-producing reserves of 0.2 Tcfe and proved undeveloped reserves of 10.110.3 Tcfe. Substantially all of the Company’s reserves reside in continuous accumulations.

The Company’s estimate of proved natural gas, NGLs and oil reserves is prepared by Company engineers.  The engineer primarily responsible for preparing the reserve report and the technical aspects of the reserves audit received a bachelor’s degree
in Petroleum and Natural GasChemical Engineering from Thethe Pennsylvania State University and has 2921 years of experience in the oil and gas industry.  To ensure that the reserves are materially accurate, management reviews the price, heat content conversion rate and cost assumptions used in the economic model to determine the reserves.  Additionally, division of interest and production volumes are reconciled between the system used to calculate the reserves and other accounting/measurement systems, and the reserve reconciliation between prior year reserves and current year reserves is reviewed by senior management.
 
The Company’s estimate of proved natural gas, NGLs and oil reserves is audited by the independent consulting firm of Ryder Scott Company, L.P. (Ryder Scott), which is hired by the Company’s management.  Since 1937, Ryder Scott has evaluated oil and gas properties and independently certified petroleum reserves quantities in the United States and internationally. In the course of its audit, Ryder Scott reviewed 100% of the total net natural gas, NGLs and oil proved reserves attributable to the Company’s interests as of December 31, 2017.2018.  Ryder Scott conducted a detailed, well by well, audit of the Company’s largest properties.  This audit covered 81% of the Company’s proved developed reserves. Ryder Scott’s audit of the remaining approximately 19% of the Company’s proved developed properties consisted of an audit of aggregated groups not exceeding 200 wells per case for operated wells and 256115 wells per case for non-operated wells. For undeveloped locations, the Company determined, and Ryder Scott reviewed and approved, the areas within the Company’s acreage considered to be proven. For undeveloped locations, reservesReserves were assigned and projected by the Company’s reserves engineers for locations within these proven areas and approved by Ryder Scott based on analogous type curves and offset production information. Ryder Scott’s audit report has been filed herewith as Exhibit 99.
 
No report has been filed with any federal authority or agency reflecting a 5% or more difference from the Company’s estimated total reserves. Additional information relating to the Company’s estimates of natural gas, NGLs and crude oil reserves and future net cash flows is provided in Note 2318 (unaudited) to the Consolidated Financial Statements. 

In 2017,2018, the Company commenced drilling operations (spud or drilled) on 144117 gross horizontal Marcellus wells, 495 gross horizontal Upper Devonian wells sevenand 31 gross horizontal Ohio Utica wells and one other gross well. Total proved reserveswells. Sales volumes in 2018 from the Marcellus play, increased 51% to 16.9 Tcfe in 2017 primarily as a result of the Company’s acquisition and drilling activity. Production sales volumes in 2017 from the Marcellus, including the Upper Devonian play, was 770.61,230 Bcfe. Over the past five years, the Company has experienced a 97% developmental drilling success rate.


Natural gas, NGLs and crude oil pricing:
 For the Years Ended December 31, For the Years Ended December 31,
 2017 2016 2015 2018 2017 2016
Natural Gas:  
  
  
  
  
  
Average sales price (excluding cash settled derivatives) ($/Mcf) $2.82
 $1.88
 $2.28
 $3.04
 $2.82
 $1.88
Average sales price (including cash settled derivatives) ($/Mcf) $2.89
 $2.41
 $3.06
 $2.89
 $2.89
 $2.41
NGLs (excluding ethane):    
  
    
  
Average sales price (excluding cash settled derivatives) ($/Bbl) $31.59
 $19.43
 $18.84
 $37.63
 $31.59
 $19.43
Average sales price (including cash settled derivatives) ($/Bbl) $30.90
 $19.43
 $18.84
 $36.56
 $30.90
 $19.43
Ethane:            
Average sales price ($/Bbl) (a) $6.32
 $5.08
 $
Average sales price ($/Bbl) $8.09
 $6.32
 $5.08
Crude Oil:    
  
    
  
Average sales price ($/Bbl) $40.70
 $34.73
 $38.70
 $52.70
 $40.70
 $34.73

(a) Ethane sales began in 2016.
For additional information on pricing, see “Consolidated Operational Data”“Average Realized Price Reconciliation” in Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

The Company’s average per unit production cost, excluding production taxes, of natural gas, NGLs and oil during 2018, 2017 and 2016 and 2015 was $0.07 per Mcfe, $0.13 per Mcfe and $0.15 per Mcfe, respectively.

Summary of productive and $0.19 per Mcfe, respectively.  Atin process natural gas and oil wells at December 31, 2017, the Company had approximately 50 multiple completion wells.2018:
  Natural Gas Oil
Total productive wells at December 31, 2017:    
Total gross productive wells 14,498 108
Total net productive wells 13,596 104
Total in-process wells at December 31, 2017: 0  
Total gross in-process wells 413 
Total net in-process wells 368 
Natural GasOil
Total productive wells at December 31, 2018:
Total gross productive wells3,258
Total net productive wells3,050
Total in-process wells at December 31, 2018:0
Total gross in-process wells310
Total net in-process wells278
    
Summary of proved natural gas, oil and NGLNGLs reserves as of December 31, 20172018 based on average fiscal year prices:
 
Natural Gas
(MMcf)
 
Oil and NGLs
(Bbls)
 
Natural Gas
(MMcf)
 
Oil and NGLs
(Bbls)
Developed 10,152,543 190,901 10,887,953 110,368
Undeveloped 9,677,693 78,337 9,917,499 58,186
Total proved reserves 19,830,236 269,238 20,805,452 168,554

Total acreage at December 31, 2017:2018: 
Total gross productive acres1,126,606367,378
Total net productive acres1,058,833354,817
Total gross undeveloped acres2,872,4681,021,615
Total net undeveloped acres2,586,586866,395

As of December 31, 2017,2018, the Company had no proved undeveloped reserves that had remained undeveloped for more than five years.    

As of December 31, 2017, leases associated with approximately 92,000 gross undeveloped acres expire in 2018 if they are not renewed. The Company has an active lease renewal program in areas targeted for development. WithinIn the Marcellus formation,event that production is not established or the Company must drill one well intakes no action to extend or renew the terms of its leases, the Company's net undeveloped acreage that will expire over the next three years as of December 31, 2018 under a leaseis 90,543, 79,107 and acquisition agreement or 139 net acres will be at-risk.54,373 for the years ended December 31, 2019, 2020 and 2021, respectively.

Number of net productive and dry exploratory and development wells drilled:
 For the Years Ended December 31, For the Years Ended December 31,
 2017 2016 2015 2018 2017 2016
Exploratory wells:  
  
  
  
  
  
Productive 
 
 1.0
 
 
 
Dry 1.0
 
 1.0
 
 1.0
 
Development wells:    
  
    
  
Productive 149.2
 140.9
 234.5
 210.2
 149.2
 140.9
Dry 4.9
 15.0
 3.0
 4.6
 4.9
 15.0

The increase in dry developmental wells in 2018 and 2017 are primarily related to non-core wells no longer planned to be drilled to depth or completed and acquired wells with mechanical integrity issues. The number of dry developmental wells drilled in 2016 waswere primarily related to vertical wells that are no longer planned to be drilled horizontally due to the uncertainty of identifying a near-term pipeline solution. 


The table below provides select production, sales and acreage data by state (as of December 31, 20172018 unless otherwise noted), which is substantially all from the Appalachian Basin. NGLs and oil were converted to Mcfe at the rate of six Mcfe per barrel for all periods. Refer to the "Average Realized Price Reconciliation" table in Item 7 of this Annual Report on page 38Form 10-K for sales volumes by final product.
 Pennsylvania 
West
Virginia
 Kentucky Ohio Other (b) Total Pennsylvania 
West
Virginia (d)
 Ohio Other (b) Total
Natural gas, oil and NGLs production (MMcfe) – 2018 (a) (c) 918,156
 330,504
 208,197
 37,806
 1,494,663
Natural gas, oil and NGLs production (MMcfe) – 2017 (a) (c) 456,614
 352,481
 60,423
 24,426
 13,948
 907,892
 456,614
 352,481
 24,426
 74,371
 907,892
Natural gas, oil and NGLs production (MMcfe) – 2016 (a) 426,524
 272,529
 61,267
 541
 15,502
 776,363
 426,524
 272,529
 541
 76,769
 776,363
Natural gas, oil and NGLs production (MMcfe) – 2015 (a) 327,616
 208,376
 65,726
 859
 16,109
 618,686
                      
Natural gas, oil and NGLs sales (MMcfe) – 2018 (c) 922,033
 323,976
 209,428
 32,252
 1,487,689
Natural gas, oil and NGLs sales (MMcfe) – 2017 (c) 456,600
 343,199
 51,313
 24,113
 12,295
 887,520
 456,600
 343,199
 24,113
 63,608
 887,520
Natural gas, oil and NGLs sales (MMcfe) – 2016 429,011
 264,452
 51,200
 536
 13,768
 758,967
 429,011
 264,452
 536
 64,968
 758,967
Natural gas, oil and NGLs sales (MMcfe) – 2015 329,626
 200,121
 57,825
 758
 14,752
 603,082
                      
Average net revenue interest of proved reserves (%) 79.7% 83.0% 92.7% 46.6% 79.8% 76.4% 78.9% 82.8% 47.7% % 75.9%
                      
Total gross productive wells 1,654
 5,391
 5,723
 178
 1,660
 14,606
 1,778
 1,259
 221
 
 3,258
Total net productive wells 1,595
 5,125
 5,412
 78
 1,490
 13,700
 1,733
 1,215
 102
 
 3,050
                      
Total gross productive acreage 189,302
 329,357
 438,598
 40,878
 128,471
 1,126,606
 223,977
 103,617
 39,784
 
 367,378
Total gross undeveloped acreage 502,534
 1,069,017
 1,057,288
 49,207
 194,422
 2,872,468
 444,439
 486,301
 48,243
 42,632
 1,021,615
Total gross acreage 691,836
 1,398,374
 1,495,886
 90,085
 322,893
 3,999,074
 668,416
 589,918
 88,027
 42,632
 1,388,993
                      
Total net productive acreage 180,714
 321,110
 432,007
 22,761
 102,241
 1,058,833
 221,954
 102,836
 30,027
 
 354,817
Total net undeveloped acreage 486,232
 898,592
 985,424
 49,258
 167,080
 2,586,586
 419,612
 392,698
 34,368
 19,717
 866,395
Total net acreage 666,946
 1,219,702
 1,417,431
 72,019
 269,321
 3,645,419
 641,566
 495,534
 64,395
 19,717
 1,221,212
                      
(Amounts in Bcfe)  
  
  
    
  
  
  
    
  
Proved developed producing reserves 5,569
 3,449
 1,226
 700
 162
 11,106
 7,525
 2,924
 827
 
 11,276
Proved developed non-producing reserves 122
 13
 
 58
 
 193
 203
 
 71
 
 274
Proved undeveloped reserves 7,786
 1,313
 
 1,048
 
 10,147
 8,497
 1,059
 711
 
 10,267
Proved developed and undeveloped reserves 13,477
 4,775
 1,226
 1,806
 162
 21,446
 16,225
 3,983
 1,609
 
 21,817
                      
Gross proved undeveloped drilling locations 574
 126
 
 107
 
 807
 547
 75
 72
 
 694
Net proved undeveloped drilling locations 539
 124
 
 70
 
 733
 498
 71
 46
 
 615
 
(a) All production information related to natural gas is reported net of the effect of any reduction in natural gas volumes resulting from the processing of NGLs.

(b) Other primarily includes Kentucky and Virginia. During 2018, as a result of the Huron Divestiture, the Company sold approximately 2.5 million non-core, net acres in the Huron play, however, the Company retained the deep drilling rights across the divested acreage in Kentucky and Virginia Marylandof 1.5 million and Texas.0.2 million, respectively, which are excluded from the acreage totals above. Natural gas, oil and NGLs production and sales primarily represents activity prior to the completion of the 2018 Divestitures.

(c)For the yearyears ended December 31, 2018 and 2017, the natural gas, oil and NGLs production volumes and sales volumes includes volumes from the production operations acquired in the Rice Merger for(defined in Note 3 to the period ofConsolidated Financial Statements) which occurred on November 13, 2017 through December 31, 2017.

(d)During 2018, as a result of the Huron Divestiture, the Company sold approximately 2.5 million non-core, net acres in the Huron play, however, the Company retained the deep drilling rights across the divested acreage in West Virginia of 0.8 million, which is excluded from the acreage totals above.

The Company sells natural gas and NGLs within the Appalachian Basin and in markets accessible through its transportation portfolio under a variety of contractual agreements, some of which specify the delivery of fixed and determinable quantities.  The Company expects to fulfill these delivery commitments with existing proved developed and proved undeveloped reserves.  As of December 31, 2017,2018, the Company’s delivery commitments for the next five years were as follows:
For the Year Ended December 31, Natural Gas (Bcf) Natural Gas (Bcf) Natural Gas Liquids (Mbbls)
2018 1,173
2019 671 1,298 3,817
2020 459 902 1,841
2021 335 769 1,836
2022 259 577 1,833
2023 504 1,825

Capital expenditures at EQT Production totaled $2.4 billion during 2017, including $1.0 billion for the acquisition of properties. The Company invested approximately $1,055.7 million during 2017 developing proved reserves and approximately $329.2 million on wells still in progress at year end. 
During the year ended December 31, 2017,2018, the Company convertedCompany’s total proved developed reserves increased by 252 Bcfe. The increase in proved developed reserves was primarily due to the conversion of approximately 9872,722 Bcfe of proved undeveloped reserves to proved developed reserves. The Company had additions to proved developed reserves, an upward revision of 4,455 Bcfe, including 3,330459 Bcfe from acquired wellsprocessing, ownership changes, and 300other revisions and the addition of 315 Bcfe from wells developed in 2017due to extensions, discoveries, and other additions that hadwere not previously been classifiedrecorded as proved. The Company had negative revisionsproved reserves. These increases were partly offset by the sale of 3,074hydrocarbons in place of 1,749 Bcfe of proved undeveloped reserves that are no longer anticipated to be drilled within 5 years of booking as a result of acquiring new acreage, which added 6,060 Bcfe of proved undeveloped reserves. The acquired acreage presents opportunities to drill considerably longer laterals, realize operational efficiencies and improve overall returns. As of December 31, 2017, the Company’s proved undeveloped reserves totaled 10.1 Tcfe, 90% of which is associated with the development2018 Divestitures as described in Note 8 and 2018 production of the Marcellus, including Upper Devonian, play.  All proved undeveloped drilling locations are expected to be drilled within five years.1,495 Bcfe.

The Company’s 20172018 extensions, discoveries and other additions totaled 2,2254,739 Bcfe, which exceeded the 20172018 production of 9081,495 Bcfe. Of these, reserves, 1,925315 Bcfe are attributed to the addition of proved undeveloped locations in the Company’s Pennsylvania and West Virginia Marcellus fields and 300 Bcfe aredeveloped reserves were extensions from the development of locationsreservoirs underlying acreage not previously booked as proved.proved, 886 Bcfe of proved undeveloped reserves were extensions from acreage proved by drilling activity, and 3,538 Bcfe of other proved undeveloped additions are associated with acreage that was excluded from prior year proved reserves bookings, but subsequently became proved due to inclusion with the Company’s five year drilling plan.

The Company’s 2018 revisions totaled a downward adjustment of 1,125 Bcfe which was primarily due to the removal of certain proved undeveloped locations that are no longer expected to be developed within 5 years of initial booking as proved reserves, resulting from changes in Company’s future development plans to focus more heavily on developing the Company’s core Pennsylvania assets.  
 
Wells located in Pennsylvania and West Virginia are primarily in Marcellus formations with depths ranging from 5,000 feet to 8,000 feet. Wells located in West Virginia are primarily in Marcellus and Huron formations with depths ranging from 2,500 feet to 7,700 feet.  Wells located in Kentucky are primarily in Huron formations with depths ranging from 2,500 feet to 6,5008,500 feet. Wells located in Ohio are primarily in Utica formations with depths ranging from 8,500 feet to 10,500 feet. Other wells are

The Company’s corporate headquarters is located in Coalbed Methane, deep Utica and Permian formations. 
As a result of the changes to the Company's reporting segments effective for this Annual Report on Form 10-K, EQT Production operations include certain gathering assets, including the Rice retained gathering assets and certain non-core gathering operations primarily supporting the Company's production operations. See “EQT Production Business Segment” under Item 1, “Business” for a description of the midstream assets includedleased office space in the EQT Production segment, which is incorporated herein by reference.  Substantially all of the gathering operation’s transported volumes are delivered to interstate pipelines on which thePittsburgh, Pennsylvania. The Company and other customers lease capacity.  These pipelines are subject to periodic curtailments for maintenance and repairs.
EQT Productionalso owns or leases office space in Pennsylvania, West Virginia Ohio, Virginia, Kentucky and Texas.

Headquarters: The Company’s corporate headquarters and other operations are located in leased office space in Pittsburgh, Pennsylvania.

For a description of material properties, see "EQM Gathering Business Segment," "EQM Transmission Business Segment," "RMP Gathering Business Segment" and "RMP Water Business Segment" under Item 1, "Business," which sections are incorporated herein by reference.Ohio.

See “Capital Resources and Liquidity” in Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” for a discussion of capital expenditures.


Item 3.  Legal Proceedings
 
In the ordinary course of business, various legal and regulatory claims and proceedings are pending or threatened against the Company. While the amounts claimed may be substantial, the Company is unable to predict with certainty the ultimate outcome of such claims and proceedings. The Company accrues legal and other direct costs related to loss contingencies when actually incurred. The Company has established reserves it believes to be appropriate for pending matters and, after consultation with counsel and giving appropriate consideration to available insurance, the Company believes that the ultimate outcome of any matter currently pending against the Company will not materially affect the financial condition, results of operations or liquidity of the Company.

Environmental Proceedings

Phoenix S Impoundment, Tioga County, Pennsylvania

In June and August 2012, the Company received three Notices of Violation (NOVs) from the Pennsylvania Department of Environmental Protection (the PADEP).PADEP. The NOVs alleged violations of the Pennsylvania Oil and Gas Act and Clean Streams Law in connection with the unintentional release in May 2012, by a Company vendor, of water from an impaired water pit at a Company well location in Tioga County, Pennsylvania. Since confirming a release, the Company has cooperated with the PADEP in remediating the affected areas.
    
During the second quarter of 2014, the Company received a proposed consent assessment of civil penalty from the PADEP that proposed a civil penalty related to the NOVs. On September 19, 2014, the Company filed a declaratory judgment action in the Commonwealth Court of Pennsylvania against the PADEP seeking a court ruling on the PADEP’s legal interpretation of the penalty provisions of the Clean Streams Law, which interpretation the Company believed was legally flawed and unsupportable. On October 7, 2014, based on its interpretation of the penalty provisions, the PADEP filed a complaint against the Company before the Pennsylvania Environmental Hearing Board (the EHB) seeking $4.53 million in civil penalties. In January 2017, the Commonwealth Court ruled in favor of the Company, finding the PADEP’s interpretation of the penalty provisions of the Clean Streams Law erroneous. The PADEP appealed that decision to the Pennsylvania Supreme Court, and the parties made oral arguments in front of the Pennsylvania Supreme Court on November 28, 2017. Following a July 2016 hearing before the EHB, in May 2017, the EHB ruled that the Company should pay $1.1 million in civil penalties. In June 2017, both the Company and the PADEP appealed the EHB’s decision to the Commonwealth Court. WhileIn September 2018, the Commonwealth Court upheld the $1.1 million civil penalty, which the Company expectspaid in November 2018. The payment of the PADEP’s claims to result in penalties that exceed $100,000, the Company expects the resolution of this matter willcivil penalty did not have a material impact on the financial condition, results of operations or liquidity of the Company.

Allegheny Valley Connector, Cambria County, Pennsylvania

Between September 2015 and February 2016, EQM, as the operator of the Allegheny Valley Connector (AVC) facilities which at that time were owned by EQT, received eight NOVs from the PADEP.  The NOVs alleged violations of the Pennsylvania Clean Streams Law in connection with inadvertent releases of sediment and bentonite to water that occurred while drilling for a pipeline replacement project in Cambria County, Pennsylvania.  EQT and EQM immediately addressed the releases and fully cooperated with the PADEP.  In October 2016, EQM acquired the AVC facilities from EQT, including any future obligations related to these releases. In February 2017, EQM received a proposed consent assessment of civil penalty from the PADEP that proposed a civil penalty related to the NOVs.  While the PADEP’s claims may result in penalties that exceed $100,000, the Company expects that the resolution of this matter will not have a material impact on the financial condition, results of operations or liquidity of the Company or EQM.

Trans Energy, Inc. Matter, West Virginia

As described in Note 10 to the Consolidated Financial Statements, the Company completed the acquisition of Trans Energy, Inc. (Trans Energy) on December 5, 2016. Between 2009 and 2011, Trans Energy received several NOVs from the West Virginia Department of Environmental Protection (the WVDEP) as well as seven Compliance Orders from the U.S. Environmental Protection Agency (the EPA).  The NOVs and Compliance Orders alleged various violations of the federal Clean Water Act related to the filling of streams and wetlands to create impoundments at several well pads in Marshall, Wetzel and Marion Counties, West Virginia. 

On August 25, 2014, Trans Energy entered into a civil consent decree with the EPA (the Consent Decree) to settle the various violations of the Clean Water Act.  The Consent Decree requires, among other things, numerous restoration activities associated with impoundments, well pads and access roads in West Virginia at an estimated cost of $10 - $15 million. 


On October 1, 2014, pursuant to a plea agreement, Trans Energy pleaded guilty to three misdemeanor charges filed by the U.S. Attorney for the Northern District of West Virginia related to the same violations of the Clean Water Act that were the subject of the Consent Decree.

On December 21, 2015, Trans Energy entered into an Administrative Agreement with the EPA’s Office of Suspension and Debarment to resolve all matters relating to suspension, debarment and statutory disqualification arising from the plea agreement.  The EPA terminated the Administrative Agreement effective as of October 25, 2017. The Administrative Agreement required, among other things, Trans Energy to comply with the plea agreement and Consent Decree, prepare semiannual compliance reports, and retain an independent monitor to certify Trans Energy’s compliance.

Fresh Water Pipeline Bore Release, Allegheny County, Pennsylvania

On February 24, 2017, the Company received an NOV from the PADEP.  The NOV alleged violations of the Pennsylvania Oil and Gas Act and Clean Streams Law related to an unintentional release, by a Company vendor, of mine water into the Monongahela River in January 2017 from a mine void that was pierced while boring under a road for the installation of a fresh water pipeline in Allegheny County, Pennsylvania.  The Company cooperated with the PADEP to take appropriate actions to stop the release.  On February 15, 2017, the Company entered into a civil penalty settlement related to the release with the Pennsylvania Fish and Boat Commission for $4,555 for alleged violations of the Pennsylvania Fish and Boat Code.  Settlement discussions betweenIn November 2018, the Company and the PADEP entered into a settlement agreement related to the release. Under the terms of the agreement, the Company paid a civil penalty of $294,000 and provided $100,000 in trust for future maintenance of a mine water drain. The payments did not have a material impact on the financial condition, results of operations or liquidity of the Company.

Wilson Creek Water Withdrawals, Tioga County, Pennsylvania

On June 7, 2018, the Company received an NOV from the Susquehanna River Basin Commission (the SRBC). The NOV alleged violations of the Company’s Water Management Plan and its Wilson Creek Docket related to the withdrawal of water from Wilson Creek between March 14, 2018 and April 3, 2018, when the stream flow was below the required flow protection threshold. The Company cooperated fully with the SRBC to address the matter. On December 18, 2018, the Company and the SRBC agreed to settle this matter and the Company paid a civil penalty of $120,000. The payment of the civil penalty did not have a material impact on the financial condition, results of operations or liquidity of the Company.

Erosion and Sedimentation Releases, Allegheny County, Pennsylvania

Between November 2017 and March 2018, the Company received multiple NOVs from the PADEP relating to four of the Company’s well pads in Allegheny County, Pennsylvania. During this time period, Pennsylvania experienced unprecedented amounts of rainfall. The NOVs alleged violations of the Oil and Gas Act, and Clean Streams Law in connection with the effects

of the rainfall on erosion and sedimentation controls at the Prentice, Fetchen, Oliver East, and Oliver West well pads. The Company cooperated fully with the PADEP to take appropriate actions to address the erosion and sedimentation control issues. The Company and the PADEP are ongoing.currently negotiating a civil penalty settlement. While the Company expects the PADEP’s claims to result in penalties that exceed $100,000, the Company expects that the resolution of this matter will not have a material impact on the financial condition, results of operations or liquidity of the Company.

OtherPhoenix S Pad Well Control Incident, Tioga County, Pennsylvania

On December 1, 2017 and May 1, 2018, the Company received NOVs from the PADEP relating to a well control incident that occurred at a Phoenix S well on November 12, 2017. The well was brought back under control, but in the interim natural gas was vented to the atmosphere and flowback water was released to the ground water and a stream. The Company has receivedfully cooperated with the PADEP and took appropriate actions to address the environmental impacts from the incident. On January 22, 2019, the Company and the PADEP agreed to settle this matter and the Company agreed to pay a civil penalty of $138,000 to resolve the matter. The payment of the civil penalty did not have a material impact on the financial condition, results of operations or liquidity of the Company.

Other Legal Proceedings

Kay Company, LLC, et al. v. EQT Production Company, et al., United States District Court for the Northern District of West Virginia
On January 16, 2013, several royalty owners who had entered into leases with EQT Production Company, a subsidiary of the Company, filed a gas royalty class action lawsuit in the Circuit Court of Doddridge County, West Virginia. The suit alleged that EQT Production Company and a number of other NOVs from environmental agencies in somerelated companies, including the Company, EQT Energy, LLC, EQT Investments Holdings, LLC, EQM (the Company’s former midstream affiliate) and Equitrans Gathering Holdings, LLC (formerly known as EQT Gathering Holdings, LLC, and a former subsidiary of the statesCompany), failed to pay royalties on the fair value of the gas produced from the leases and took improper post-production deductions from the royalties paid. The plaintiffs sought more than $100 million (according to expert reports) in whichcompensatory damages, punitive damages, and other relief. On May 31, 2013, the defendants removed the lawsuit to federal court. On September 6, 2017, the district court granted the plaintiffs’ motion to certify the class and granted the plaintiffs’ motion for summary judgment, finding that EQT Production Company and its marketing affiliate EQT Energy, LLC are alter egos of one another. The defendants sought immediate appeal of the class certification. On November 30, 2017, the Court of Appeals declined the request for an immediate review. On February 13, 2019, the Company operates alleging various violationsannounced that it and the other defendants reached a tentative settlement agreement with the class representatives. Pursuant to the terms of oilthe proposed settlement agreement, the Company agreed to pay $53.5 million into a settlement fund that will be established to disburse payments to class participants, and gas, air, water and waste regulations.stop taking future post production deductions on leases that are determined by the Court to not permit deductions. The Company has respondedand the class representatives also agreed that future royalty payments will be based on a clearly defined index pricing methodology. The tentative settlement agreement is subject to these NOVsCourt approval and has, where applicable, substantially corrected or remediatedachieving a threshold minimum percentage of participation by the activities in question. The Company disputesclass members. Each class member will have the facts alleged in a numberopportunity to opt out of the NOVs and cannot predict with certainty whether any or all of these NOVssettlement. If approved, the settlement will result in penalties. If penalties are imposed, an individual penalty orresolve the aggregate of these penalties could result in monetary sanctions in excess of $100,000.royalty claims for the class period, which spans from 2009 through 2017.

Item 4. Mine Safety Disclosures
 
Not Applicable.

Executive Officers of the Registrant (as of February 15, 2018)14, 2019)
Name and Age 
Current Title (Year Initially
Elected an Executive Officer)
 Business Experience
Erin R. Centofanti (43) Executive Vice President, Production (2018) 
Jeremiah J. Ashcroft III (45)Elected to present position October 2018. Ms. Centofanti served as Senior Vice President, Asset Development, EQT CorporationProduction Company, from March 2017 to October 2018; Senior Vice President, Engineering, EQT Production Company, from November 2014 to March 2017; Vice President, Commercial Operations, EQT Energy, LLC, from February 2014 to November 2014; and Vice President, MidstreamBusiness Development, EQT Production Company, from July 2011 to February 2014.
Donald M. Jenkins (46)Executive Vice President, Commercial Business Development, Information Technology and Safety (2017) Elected to present position August 2017. Mr. Ashcroft is also a Director and Senior Vice President and Chief Operating Officer of each of EQT Midstream Services, LLC, the general partner of EQM, since August 2017, and Rice Midstream Management LLC, the general partner of RMP, since November 2017. Prior to joining EQT Corporation, Mr. Ashcroft served as President and Chief Executive Officer of Gulf Oil L.P., from September 2015 to June 2017; Executive Vice President and Chief Operating Officer of JP Energy Partners, LP, from May 2014 to September 2015; and President of Buckeye Partners, L.P.’s Natural Gas Storage, Development & Logistics and Energy Services business units, from January 2012 to May 2014.
Lewis B. Gardner (60)General Counsel and Vice President, External Affairs (2008)Elected to present position March 2008. Mr. Gardner is also a Director of each of EQT Midstream Services, LLC, the general partner of EQM, since January 2012, EQT GP Services, LLC, the general partner of EQGP, since January 2015, and Rice Midstream Management LLC, the general partner of RMP, since November 2017.
Donald M. Jenkins (45)Chief Commercial Officer (2017)Elected to present position March 2017.2018. Mr. Jenkins served as the Company’s Chief Commercial Officer from March 2017 to November 2018; Executive Vice President, Commercial, EQT Energy, LLC, from May 2014 to February 2017; and Senior Vice President, Trading and Origination, EQT Energy, LLC, from December 2012 to May 2014.
Jonathan M. Lushko (43) General Counsel and Senior Vice President, Government Affairs (2018) Elected to present position October 2018. Mr. Lushko served as the Company’s Deputy General Counsel, Governance & Enterprise Risk, from May 2017 to October 2018. Mr. Lushko joined the Company in 2006 as Counsel, and later served as Senior Counsel prior to assuming the role of Deputy General Counsel, Governance & Enterprise Risk in May 2017.
Robert J. McNally (47)(48) Senior Vice President and Chief FinancialExecutive Officer (2016) Elected to present position March 2016.November 2018. Mr. McNally is alsoserved as Senior Vice President and Chief Financial Officer of the Company from March 2016 to November 2018, and in March 2017 he assumed additional management responsibilities for the Business Development, Facilities, Information Technology, Innovation, and Procurement functions. Mr. McNally served as a Director and Senior Vice President and Chief Financial Officer of eachthe general partners of EQTEQM Midstream Services, LLC,Partners, LP and EQGP Holdings, LP (master limited partnerships formed by the Company and divested by the Company as part of the Separation, from March 2016 to October 2018. He also served as a Director and Senior Vice President and Chief Financial Officer of the general partner of EQM, since March 2016, EQT GP Services, LLC, the general partner of EQGP, since March 2016, and Rice Midstream Management LLC,Partners LP (former master limited partnership acquired by the general partnerCompany through its acquisition of RMP, sinceRice Energy Inc.) from November 2017.2017 to July 2018. Prior to joining EQT Corporation,the Company, Mr. McNally served as Executive Vice President and Chief Financial Officer of Precision Drilling Corporation, a publicly traded drilling services company, from July 2010 to March 2016. Mr. McNally is also a Director of the Company, having served on the Company’s Board of Directors since November 2018.
Charlene Petrelli (57)Jeffery C. Mitchell (46) Vice President and Chief Human ResourcesPrincipal Accounting Officer (2003)(2018) Elected to present position February 2007.
November 2018. Mr. Mitchell served as Vice President and Controller of the Company’s production business from March 2015 to November 2018; Corporate Director, Internal Audit, from March 2013 to March 2015; and Corporate Director, Internal Audit and Financial Risk, from October 2011 to March 2013.
David L. PorgesJ. Smith (60)Executive Chairman (1998)
Elected to present position March 2017. Mr. Porges served as Chairman and Chief Executive Officer, EQT Corporation, from December 2015 to February 2017; Chairman, President, and Chief Executive Officer, EQT Corporation, from May 2011 to December 2015; and President and Chief Executive Officer of each of EQT Midstream Services, LLC, the general partner of EQM, from January 2012 to February 2017, and EQT GP Services, LLC, the general partner of EQGP, from January 2015 to February 2017. Mr. Porges has served as a Director of the Company since May 2002 and also Chairman of the Boards of Directors of the general partners of EQGP, EQM and RMP, since January 2015, January 2012 and November 2017, respectively. As previously disclosed in the Company’s Form 8-K filed with the SEC on January 18, 2018, Mr. Porges intends to retire from his position as Executive Chairman of the Company on February 28, 2018.  Following that time, he will continue to serve as a non-executive Chairman of the Company’s Board of Directors.

David E. Schlosser, Jr. (52) Senior Vice President, EQT Corporation and President, Exploration and Production (2017)Human Resources (2018) Elected to present position March 2017.November 2018. Mr. SchlosserSmith served as Executive Vice President, Engineering, GeologyCorporate Director, Compensation and Planning, EQT ProductionBenefits, of the Company from October 2014February 1995 to February 2017; and Senior Vice President, Engineering and Strategic Planning, EQT Production Company, from March 2012 to September 2014.
Steven T. Schlotterbeck (52)President and Chief Executive Officer (2008)Elected to present position March 2017. Mr. Schlotterbeck served as President, EQT Corporation and President, Exploration and Production from December 2015 to February 2017; Executive Vice President, EQT Corporation and President, Exploration and Production from December 2013 to December 2015; and Senior Vice President, EQT Corporation and President, Exploration and Production from April 2010 to December 2013. Mr. Schlotterbeck has also served as President and Chief Executive Officer of each of EQT GP Services, LLC, the general partner of EQGP, since March 2017, EQT Midstream Services, LLC, the general partner of EQM, since March 2017, and Rice Midstream Management LLC, the general partner of RMP, since November 2017. Mr. Schlotterbeck is also a Director of each of EQT Corporation, since January 2017, EQT GP Services, LLC, since January 2015, EQT Midstream Services, LLC, since January 2017, and Rice Midstream Management LLC, since November 2017.
2018.
Jimmi Sue Smith (45)(46) Senior Vice President and Chief AccountingFinancial Officer (2016) Elected to present position September 2016.November 2018. Ms. Smith served as the Company’s Chief Accounting Officer from September 2016 to November 2018; Vice President and Controller of the Company'sCompany’s midstream and commercial businesses from March 2013 to September 2016; and Vice President and Controller of the Company'sCompany’s midstream business from January 2013 through March 2013. Ms. Smith is also served as Chief Accounting Officer of eachthe general partners of EQTEQM Midstream Services, LLC,Partners, LP and EQGP Holdings, LP from September 2016 to October 2018, and served as the Chief Accounting Officer of the general partner of EQM, since September 2016, EQT GP Services, LLC, the general partner of EQGP, since September 2016, and Rice Midstream Management LLC, the general partner of RMP, sincePartners LP, from November 2017.2017 to July 2018.

All executive officers have executed agreements with the Company and serve at the pleasure of the Company’s Board of Directors.  Officers are elected annually to serve during the ensuing year or until their successors are elected and qualified, or until death, resignation or removal.

PART II

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
 
The Company’s common stock is listed on the New York Stock Exchange.  The high and low sales prices reflected inExchange trading under the New York Stock Exchange Composite Transactions and the dividends declared and paid per share for 2017 and 2016 are summarized as follows (in U.S. dollars per share):
  2017 2016
  High Low Dividend High Low Dividend
1st Quarter $66.41
 $56.33
 $0.03
 $68.26
 $48.30
 $0.03
2nd Quarter 64.45
 49.63
 0.03
 80.61
 63.48
 0.03
3rd Quarter 67.84
 57.49
 0.03
 79.64
 67.69
 0.03
4th Quarter 66.03
 53.43
 0.03
 75.74
 63.11
 0.03
ticker symbol "EQT."
 
As of January 31, 2018,2019, there were 2,3582,188 shareholders of record of the Company’s common stock.
 
The amount and timing of dividends declared and paid by the Company, if any, is subject to the discretion of the Company's Board of Directors and depends upon business conditions, such as the Company’s lines of business, results of operations and financial condition, strategic direction and other factors. The Company's Board of Directors has the discretion to change the annual dividend rate at any time for any reason.

Recent Sales of Unregistered Securities

None.

Market Repurchases
 
The following table sets forth the Company’s repurchases of equity securities registered under Section 12 of the Securities Exchange Act of 1934, as amended, that occurred during the three months ended December 31, 2017:2018:
Period 
Total
number of
shares 
purchased (a)
 
Average
price
paid per
share
 
Total number 
of shares 
purchased as
part of publicly
announced
plans or
programs
 
Maximum number
of shares that may 
yet be purchased
under the plans or
programs (b)
October 2017 (October  1 – October 31) 
 $
 
 700,000
November 2017 (November 1 – November 30) 788,066
 65.15
 
 700,000
December 2017 (December 1 – December 31) 53,443
 64.62
 
 700,000
Total 841,509
 $65.11
 
 

Period 
Total
number of
shares 
purchased (a)
 
Average
price
paid per
share
 
Total number 
of shares 
purchased as
part of publicly
announced
plans or
programs
 Approximate dollar value of shares that may yet be purchased under plans or programs
October 2018 (October  1 – October 31) 424
 $46.78
 
 $
November 2018 (November 1 – November 30) 25,332
 31.35
 
 
December 2018 (December 1 – December 31) 242
 17.20
 
 
Total 25,998
 $31.47
 
 
(a)Reflects the number of shares withheld by the Company to pay taxes upon vesting of restricted stock.

(b) On April 30, 2014,stock plus the Company’s Board of Directors announced a share repurchase authorization of up to 1,000,000 shares of the Company’s outstanding common stock. The Company may repurchase shares from time to time in open market or in privately negotiated transactions. The share repurchase authorization does not obligate the Company to acquire any specific number of shares has no pre-established end date and may be discontinued by the Company at any time. Aspurchased as part of December 31, 2017, the Company had repurchased 300,000 shares under this authorization since its inception.publicly announced plans or programs.

Stock Performance Graph
 
The following graph compares the most recent five-year cumulative total return attained by holders of the Company’s common stock with the cumulative total returns of the S&P 500 Index and atwo customized peer group.groups. The individual companies of the prior customized peer group (the 2016 Self-Constructed Peer Group) and the new2017 customized peer group (the 2017 Self-Constructed Peer Group) and the 2018 customized peer group (the 2018 Self-Constructed Peer Group) are listed below.in footnotes (a) and (b) below, respectively. An investment of $100 (with reinvestment of all dividends) is assumed to have been made at the close of business on December 31, 20122013 in the Company’s common stock, in the S&P 500 Index and in each of the customized peer group.groups. Historical prices prior to the Separation and Distribution in November 2018 have been adjusted to reflect the value of the Separation and Distribution transactions. Relative performance is tracked through December 31, 2017.2018.


stockperformancegraph2018.jpg
 12/12 12/13 12/14 12/15 12/16 12/17 12/13 12/14 12/15 12/16 12/17 12/18
EQT Corporation $100.00
 $152.46
 $128.71
 $88.77
 $111.58
 $97.30
 $100.00
 $84.42
 $58.23
 $73.18
 $63.82
 $39.05
S&P 500 100.00
 132.39
 150.51
 152.59
 170.84
 208.14
 100.00
 113.69
 115.26
 129.05
 157.22
 150.33
2016 Self-Constructed Peer Group (a) 100.00
 139.77
 116.14
 73.35
 109.56
 103.76
2017 Self-Constructed Peer Group (b) 100.00
 137.94
 115.12
 71.23
 105.10
 98.82
2017 Self-Constructed Peer Group (a) 100.00
 83.34
 51.53
 76.10
 71.46
 53.20
2018 Self-Constructed Peer Group (b) 100.00
 86.64
 55.75
 81.24
 75.12
 53.95

*The stock price performance included in this graph is not necessarily indicative of future stock price performance.
(a)The 2016 Self-Constructed Peer Group includes the following 21 companies: Cabot Oil & Gas Corp, Chesapeake Energy Corp, Cimarex Energy Co, Concho Resources Inc., CONSOL Energy Inc. (now known as CNX Resources Corp), Continental Resources Inc., Energen Corp, EOG Resources Inc., EXCO Resources Inc., Marathon Oil Corp, National Fuel Gas Co, Newfield Exploration Co, Noble Energy Inc., ONEOK Inc., Pioneer Natural Resources Co, QEP Resources Inc., Range Resources Corp, SM Energy Co, Southwestern Energy Co, Ultra Petroleum Corp and Whiting Petroleum Corp. Spectra Energy Corp was included in the self-constructed peer group that served as the basis for the stock performance chart in the Company’s Annual Report on Form 10-K for the year ended December 31, 2016 but has been excluded from the 2016 Self-Constructed Peer Group above as it was acquired.

(b)The 2017 Self-Constructed Peer Group includes the following 22twenty-one companies: Antero Resources Corp, Cabot Oil & Gas Corp, Chesapeake Energy Corp, Cimarex Energy Co, CNX Resources Corp, Concho Resources Inc., CONSOL Energy Inc. (now known as CNX Resources Corp), Continental Resources, Inc., Devon Energy Corp, Energen Corp, EOG Resources, Inc., EXCO Resources, Inc., Marathon Oil Corp, National Fuel Gas Co, Newfield Exploration Co, Noble Energy, Inc., ONEOK, Inc., Pioneer Natural Resources Co, QEP Resources, Inc., Range Resources Corp, SM Energy Co, Southwestern Energy Co and Whiting Petroleum Corp. Energen Corp was 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, 2017 but has been excluded from the 2017 Self-Constructed Peer Group because it was acquired.
(b)The 20172018 Self-Constructed Peer Group includes the following nineteen companies: Anadarko Petroleum Corp, 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, Newfield Exploration Co, Noble Energy, Inc., Pioneer Natural Resources Co and Range Resources Corp. The 2018 Self-Constructed Peer Group is the peer group that is used for the Company’s 20172018 Incentive Performance Share Unit Program, which utilizes three-year total shareholder return against the peer group as one performance metric. It is also identical toChanges in the 20162018 Self-Constructed Peer Group after adjusting forcompared to the removal2017 Self-Constructed Peer Group were made to reflect the change in size and business operations of Spectra Energy Corp (acquired) and Ultra Petroleum Corp (filed for bankruptcy) and the addition of Antero Resources Corp and Devon Energy Corp (determined by the Company’s Management Development and Compensation Committee (the Compensation Committee) to be appropriate peers).Company.

Equity Compensation Plans
See Item 12, “Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters,” for information relating to compensation plans under which the Company’s securities are authorized for issuance.

Item 6.   Selected Financial Data

  As of and for the Years Ended December 31,
  2017 2016 2015 2014 2013
  (Thousands, except per share amounts)
Total operating revenues $3,378,015
 $1,608,348
 $2,339,762
 $2,469,710
 $1,862,011
           
Amounts attributable to EQT Corporation:          
Income (loss) from continuing operations $1,508,529
 $(452,983) $85,171
 $385,594
 $298,729
Net income (loss) $1,508,529
 $(452,983) $85,171
 $386,965
 $390,572
           
Earnings per share of common stock attributable to EQT Corporation:    
  
Basic:    
  
  
  
Income (loss) from continuing operations $8.05
 $(2.71) $0.56
 $2.54
 $1.98
Net income (loss) $8.05
 $(2.71) $0.56
 $2.55
 $2.59
           
Diluted:          
Income (loss) from continuing operations $8.04
 $(2.71) $0.56
 $2.53
 $1.97
Net income (loss) $8.04
 $(2.71) $0.56
 $2.54
 $2.57
Total assets $29,522,604
 $15,472,922
 $13,976,172
 $12,035,353
 $9,765,907
Long-term debt $7,331,554
 $3,289,459
 $2,793,343
 $2,959,353
 $2,475,370
Cash dividends declared per share of common stock $0.12
 $0.12
 $0.12
 $0.12
 $0.12
See Item 1A, “Risk Factors”,The Following selected financial data should be read in conjunction with Item 7, “Management’s"Management's Discussion and Analysis of Financial Condition and Results of Operations”Operations" and Notes 1, 2, 9Item 8 "Financial Statements and 10 to the Consolidated Financial Statements for a discussion of matters that affect the comparability of the selected financial data as well as uncertainties that might affect the Company’s future financial condition.Supplementary Data," both contained herein.
  As of and for the Years Ended December 31,
  2018 2017 2016 2015 2014
  (Thousands, except per share amounts)
Total operating revenues $4,557,868
 $3,091,020
 $1,387,054
 $2,131,664
 $2,285,138
           
Amounts attributable to EQT Corporation:          
(Loss) income from continuing operations $(2,380,920) $1,387,029
 $(531,493) $(87,274) $256,791
Income from discontinued operations, net of tax 136,352
 121,500
 78,510
 172,445
 130,174
Net (loss) income $(2,244,568) $1,508,529
 $(452,983) $85,171
 $386,965
           
Earnings per share of common stock attributable to EQT Corporation:    
  
Basic:    
  
  
  
(Loss) income from continuing operations $(9.12) $7.40
 $(3.18) $(0.57) $1.69
Income from discontinued operations 0.52
 0.65
 0.47
 1.13
 0.86
Net (loss) income $(8.60) $8.05
 $(2.71) $0.56
 $2.55
           
Diluted:          
(Loss) income from continuing operations $(9.12) $7.39
 $(3.18) $(0.57) $1.68
Income from discontinued operations 0.52
 0.65
 0.47
 1.13
 0.86
Net (loss) income $(8.60) $8.04
 $(2.71) $0.56
 $2.54
           
Total assets $20,721,344
 $29,522,604
 $15,472,922
 $13,976,172
 $12,035,353
Total long-term debt (including current portion) $5,497,381
 $5,997,329
 $2,427,020
 $2,299,942
 $2,466,720
           
Cash dividends declared per share of common stock $0.12
 $0.12
 $0.12
 $0.12
 $0.12

Item 7.                    Management’s Discussion and Analysis of Financial Condition and Results of Operations

You should read the following discussion and analysis of financial condition and results of operations in conjunction with the consolidated financial statements, and the notes thereto, included in Item 8 of this Annual Report on Form 10-K. The Statements of Consolidated Operations and Consolidated Balance Sheets of Equitrans Midstream are reflected as discontinued operations for all periods presented. Prior periods have been recast to reflect this presentation. This recast also includes presenting certain transportation and processing expenses in continuing operations for all periods presented which were previously eliminated in consolidation prior to the Separation and Distribution. The cash flows related to Equitrans Midstream have not been segregated and are included within the Statements of Consolidated Cash Flows for all periods presented. See Note 2 to the Consolidated Financial Statements for amounts of the discontinued operations related to Equitrans Midstream which are included in the Statements of Consolidated Cash Flows.
 
Consolidated Results of Operations
 
2017 EQT Highlights:Key Events in 2018:

ClosedCompleted the Rice MergerSeparation and Distribution on November 13, 2017
12, 2018
Completed the 2018 Divestitures
Achieved annual production sales volumes of 887.51,488 Bcfe 17% higher than 2016
Completedand average daily sales volumes of 4,076 MMcfe/d. Adjusted for the 2017 Notes Offering (defined in Note 15 toimpact of the Consolidated Financial Statements) totaling $3.0 billion
Received FERC Certificate for Mountain Valley Pipeline2018 Divestitures, total annual sales volumes were 1,447 Bcfe or 3,964 MMcfe/d.

NetSee further discussion of the Separation, Distribution and the 2018 Divestitures as discussed in the "Key Events in 2018" section of Item 1, "Business."

Loss from continuing operations for 2018 was $2.4 billion, a loss of $9.12 per diluted share, compared with income from continuing operations of $1.4 billion, $7.39 per diluted share, in 2017. The $3.8 billion decrease was primarily attributable to EQT Corporation$3.5 billion of impairments and losses on the sale of long-lived assets including: $2.7 billion associated with the 2018 Divestitures, goodwill impairment and higher lease impairments. Excluding these items, a $1.5 billion increase in operating revenues was offset by higher operating expenses including depreciation and depletion and transportation and processing expenses and higher interest expense as well as a lower tax benefit.

Income from continuing operations for 2017 was $1,508.5 million, $8.04$1.4 billion, $7.39 per diluted share, compared with a loss attributable to EQT Corporationfrom continuing operations of $453.0 million,$0.5 billion, a loss of $2.71$3.18 per diluted share, in 2016. The $1,961.5 million$1.9 billion increase in net income attributable to EQT Corporationfrom continuing operations was primarily attributable to higher sales of natural gas, oil and NGLs, an income tax benefit recorded as a result of the lower federal corporate tax rate beginning in 2018 the result ofand a gain on derivatives not designated as hedges in 2017 compared to a loss in 2016, a 23% increase in the average realized price, a 17% increase in production sales volumes, and higher pipeline, water and net marketing services, partiallypartly offset by higher operating expenses, higher interest expense higher net income attributable to noncontrolling interests and a loss on debt extinguishment in 2017.

During the year ended December 31, 2017, the Company recorded acquisition expenses of approximately $237.3 million related to the Rice Merger, including $141.3 million of employee related expenses for payments to former Rice employees under the Merger Agreement. Additional expenses were for investment banking, legalSee “Sales Volumes and other professional fees. Acquisition costs are reflected in unallocated expensesRevenues and not recorded on any operating segment.

EQT Production received $40.7 million and $279.4 million of net cash settlements for derivatives not designated as hedges for the years ended December 31, 2017 and 2016, respectively, that are included in the average realized price but are not in GAAP operating revenues.

Net loss attributable to EQT Corporation for 2016 was $453.0 million, a loss of $2.71 per diluted share, compared with net income attributable to EQT Corporation of $85.2 million, $0.56 per diluted share, in 2015. The $538.2 million decrease in income attributable to EQT Corporation was primarily attributable to a loss on derivatives not designated as hedges, a 20% decrease in the average realized price, higher operating expenses and higher net income attributable to noncontrolling interests, partially offset by a 26% increase in production sales volumes and lower income tax expense.

EQT Production received $279.4 million and $172.1 million of net cash settlements for derivatives not designated as hedges for the years ended December 31, 2016 and 2015, respectively, that are included in the average realized price but are not in GAAP
operating revenues.

During the year ended December 31, 2016, the Company recorded an impairment of long-lived assets of approximately $59.7 million related to certain gathering assets sold to EQM in October 2016. The impairment was a result of a reduction in estimated future cash flows caused by the low commodity price environment and the related reduced producer drilling activity and throughput. This impairment is reflected in unallocated expenses and not recorded on any operating segment.

See “Business Segment Results of Operations”Operating Expenses for a discussion of items impacting operating income “Otherand “Other Income Statement Items”Items for a discussion of other income interest expense, income taxes and net income attributable to noncontrolling interests, and “Investing Activities” under the caption “Capital Resources and Liquidity” for a discussion of capital expenditures.statement items.
 
Consolidated Operational DataAverage Realized Price Reconciliation
 
The following table presents detailed natural gas and liquids operational information to assist in the understanding of the Company’s consolidated operations, including the calculation of the Company's average realized price ($/Mcfe), which is based on EQT Production adjusted operating revenues, a non-GAAP supplemental financial measure. EQT Production adjustedAdjusted operating revenues is presented because it is an important measure used by the Company’s management to evaluate period-to-period comparisons of earnings trends. EQT Production adjustedAdjusted operating revenues should not be considered as an alternative to EQT Production total operating revenues. See “Reconciliation of Non-GAAP Financial Measures” for a reconciliation of EQT Production

adjusted operating revenues to EQT Production total operating revenues and Note 6 to the Consolidated Financial Statements for a reconciliation of EQT Production total operating revenues to EQT Corporation total operating revenues.

Years Ended December 31,Years Ended December 31,
in thousands (unless noted)2017 (e) 2016 2015
2018 (e) 2017 (e) 2016
(Thousands, unless noted)
NATURAL GAS          
Sales volume (MMcf)774,076
 683,495
 547,094
1,386,718
 774,076
 683,495
NYMEX price ($/MMBtu) (a)$3.09
 $2.47
 $2.66
$3.10
 $3.09
 $2.47
Btu uplift$0.27
 $0.22
 $0.25
$0.19
 $0.27
 $0.22
Natural gas price ($/Mcf)$3.36
 $2.69
 $2.91
$3.29
 $3.36
 $2.69
          
Basis ($/Mcf) (b)(0.54) (0.81) (0.63)(0.25) (0.54) (0.81)
Cash settled basis swaps (not designated as hedges) ($/Mcf)$0.01
 $0.09
 $0.03
$(0.08) $0.01
 $0.09
Average differential, including cash settled basis swaps ($/Mcf)$(0.53) $(0.72) $(0.60)$(0.33) $(0.53) $(0.72)
          
Average adjusted price ($/Mcf)$2.83
 $1.97
 $2.31
$2.96
 $2.83
 $1.97
Cash settled derivatives (cash flow hedges) ($/Mcf)0.01
 0.13
 0.47

 0.01
 0.13
Cash settled derivatives (not designated as hedges) ($/Mcf)0.05
 0.31
 0.28
(0.07) 0.05
 0.31
Average natural gas price, including cash settled derivatives ($/Mcf)$2.89
 $2.41
 $3.06
$2.89
 $2.89
 $2.41
          
Natural gas sales, including cash settled derivatives$2,237,234
 $1,649,831
 $1,671,562
$4,004,147
 $2,237,234
 $1,649,831
          
LIQUIDS          
NGLs (excluding ethane):          
Sales volume (MMcfe) (c)74,060
 57,243
 51,530
63,247
 74,060
 57,243
Sales volume (Mbbls)12,343
 9,540
 8,588
10,542
 12,343
 9,540
Price ($/Bbl)$31.59
 $19.43
 $18.84
$37.63
 $31.59
 $19.43
Cash settled derivatives (not designated as hedges) ($/Bbl)(0.69) 
 
(1.07) (0.69) 
Average NGL price, including cash settled derivatives ($/Bbl)
$30.90
 $19.43
 $18.84
$36.56
 $30.90
 $19.43
NGLs sales$381,327
 $185,405
 $161,775
$385,364
 $381,327
 $185,405
Ethane:          
Sales volume (MMcfe) (c)33,432
 13,856
 
33,645
 33,432
 13,856
Sales volume (Mbbls)5,572
 2,309
 
5,607
 5,572
 2,309
Price ($/Bbl)$6.32
 $5.08
 $
$8.09
 $6.32
 $5.08
Ethane sales$35,241
 $11,742
 $
$45,339
 $35,241
 $11,742
Oil:          
Sales volume (MMcfe) (c)5,952
 4,373
 4,458
4,079
 5,952
 4,373
Sales volume (Mbbls)992
 729
 743
680
 992
 729
Price ($/Bbl)$40.70
 $34.73
 $38.70
$52.70
 $40.70
 $34.73
Oil sales$40,376
 $25,312
 $28,752
$35,825
 $40,376
 $25,312
          
Total liquids sales volume (MMcfe) (c)113,444
 75,472
 55,988
100,971
 113,444
 75,472
Total liquids sales volume (Mbbls)18,907
 12,578
 9,331
16,829
 18,907
 12,578
          
Liquids sales$456,944
 $222,459
 $190,527
$466,528
 $456,944
 $222,459
          
TOTAL PRODUCTION          
Total natural gas & liquids sales, including cash settled derivatives (d)$2,694,178
 $1,872,290
 $1,862,089
$4,470,675
 $2,694,178
 $1,872,290
Total sales volume (MMcfe)887,520
 758,967
 603,082
1,487,689
 887,520
 758,967
          
Average realized price ($/Mcfe)$3.04
 $2.47
 $3.09
$3.01
 $3.04
 $2.47
(a)The Company’s volume weighted NYMEX natural gas price (actual average NYMEX natural gas price ($/MMBtu) was $3.09, $3.11 and $2.46 for the years ended December 31, 2018, 2017 and 2016, respectively).
(b)
Basis represents the difference between the ultimate sales price for natural gas and the NYMEX natural gas price.
(c)
NGLs, ethane and crude oil were converted to Mcfe at the rate of six Mcfe per barrel for all periods.
(d)
Also referred to in this report as adjusted operating revenues, a non-GAAP supplemental financial measure.
(e)
For the year ended December 31, 2018, results include operations acquired in the Rice Merger (defined in Note 3 to the Consolidated Financial Statements). For the year ended December 31, 2017, results include operations acquired in the Rice Merger for the period of November 13, 2017 through December 31, 2017.

(a)   The Company’s volume weighted NYMEX natural gas price (actual average NYMEX natural gas price ($/MMBtu) was $3.11, $2.46 and $2.66 for the years ended December 31, 2017, 2016 and 2015, respectively).

(b)   Basis represents the difference between the ultimate sales price for natural gas and the NYMEX natural gas price.

(c)   NGLs, ethane and crude oil were converted to Mcfe at the rate of six Mcfe per barrel for all periods.

(d)   Also referred to in this report as EQT Production adjusted operating revenues, a non-GAAP supplemental financial measure.

(e)   For the year ended December 31, 2017, EQT Production includes the results of production operations acquired in the Rice Merger for the period of November 13, 2017 through December 31, 2017.

Reconciliation of Non-GAAP Financial Measures

The table below reconciles EQT Production adjusted operating revenues, a non-GAAP supplemental financial measure, to EQT Production total operating revenues, as reported under EQT Production Results of Operations, its most directly comparable financial measure calculated in accordance with GAAP. See Note 6 to the Consolidated Financial Statements for a reconciliation of EQT Production operating revenues to EQT Corporation total operating revenues as reported in the Statements of Consolidated Operations.

EQT Production adjustedAdjusted operating revenues (also referred to as total natural gas & liquids sales, including cash settled derivatives) is presented because it is an important measure used by the Company’s management to evaluate period-over-period comparisons of earnings trends. EQT Production adjustedAdjusted operating revenues as presented excludes the revenue impact of changes in the fair value of derivative instruments prior to settlement and the revenue impact of certain pipeline"Net marketing services and net marketing services.other".  Management utilizes EQT Production adjusted operating revenues to evaluate earnings trends because the measure reflects only the impact of settled derivative contracts and thus does not impact the revenue from natural gas sales with the often volatile fluctuations in the fair value of derivatives prior to settlement.  EQT Production adjustedAdjusted operating revenues also excludes "Pipeline"Net marketing services and net marketing services"other" because management considers these revenues to be unrelated to the revenues for its natural gas and liquids production. "Pipeline"Net marketing services and net marketing services"other" primarily includes revenues for gathering services provided to third parties as well as both the cost of and recoveries on third party pipeline capacity not used for EQT Productionthe Company's sales volumes.volumes and revenues for gathering services. Management further believes that EQT Production adjusted operating revenues as presented provides useful information to investors for evaluating period-over-period earnings trends.

Calculation of EQT Production adjusted operating revenuesYears Ended December 31,
$ in thousands (unless noted)2017 2016 2015
EQT Production total operating revenues$3,106,337
 $1,387,054
 $2,131,664
(Deduct) add back:     
(Gain) loss on derivatives not designated as hedges(390,021) 248,991
 (385,762)
Net cash settlements received on derivatives not designated as hedges40,728
 279,425
 172,093
Premiums received (paid) for derivatives that settled during the year2,132
 (2,132) (364)
Pipeline and net marketing services(64,998) (41,048) (55,542)
EQT Production adjusted operating revenues, a non-GAAP financial measure$2,694,178
 $1,872,290
 $1,862,089
      
Total sales volumes (MMcfe)887,520
 758,967
 603,082
      
Average realized price ($/Mcfe)$3.04
 $2.47
 $3.09

Business Segment Results of Operations
Business segment operating results from continuing operations are presented in the segment discussions and financial tables on the following pages.  Operating segments are evaluated on their contribution to the Company’s consolidated results based on operating income.  Other income, interest and income taxes are managed on a consolidated basis.  Headquarters’ costs are billed to the operating segments based upon a fixed allocation of the headquarters’ annual operating budget.  Unallocated expenses consist primarily of incentive compensation and administrative costs. In 2017, unallocated expenses also included the Rice Merger acquisition related expenses of $237.3 million, including $141.3 million of employee related expenses for payments to former Rice employees under the Merger Agreement as well as investment banking, legal and other professional fees. In 2016, unallocated expenses also included an impairment of long-lived assets of approximately $59.7 million related to certain gathering assets sold to EQM in October 2016.
The Company has reported the components of each segment’s operating income and various operational measures in the sections below, and where appropriate, has provided information describing how a measure was derived. EQT’s management believes that presentation of this information provides useful information to management and investors regarding the financial condition, operations and trends of each of EQT’s business segments without being obscured by the financial condition, operations and trends for the other segments or by the effects of corporate allocations of interest, income taxes and other income.  In addition, management uses these measures for budget planning purposes. The Company has reconciled each segment’s operating income to the Company’s consolidated operating income and net income in Note 6 to the Consolidated Financial Statements.

Prior to the Rice Merger, the Company reported its results of operations through three business segments: EQT Production, EQT Gathering and EQT Transmission. These reporting segments reflected the Company's lines of business and were reported in the same manner in which the Company evaluated its operating performance through September 30, 2017. Following the Rice Merger, the Company adjusted its internal reporting structure to incorporate the newly acquired assets. The Company now conducts its business through five business segments: EQT Production, EQM Gathering (formerly known as EQT Gathering), EQM Transmission (formerly known as EQT Transmission), RMP Gathering and RMP Water. The EQT Production segment includes the Company’s production activities, including those acquired in the Rice Merger, the Company's marketing operations and certain gathering operations primarily supporting the Company's production activities, including the Rice retained gathering assets. The EQM Gathering segment and the EQM Transmission segment include all of the Company's assets and operations that are owned by EQM; therefore, the financial and operational disclosures related to EQM Gathering and EQM Transmission in this Annual Report on Form 10-K are the same as EQM’s disclosures in its Annual Report on Form 10-K for the year ended December 31, 2017. The RMP Gathering segment contains the Company's gathering assets that are owned by RMP. The RMP Water segment contains the Company's water pipelines, impoundment facilities, pumping stations, take point facilities and measurement facilities owned by RMP. Following the Rice Merger, the financial and operational disclosures related to RMP Gathering and RMP Water will be the same as RMP’s successor disclosures in its Annual Report on Form 10-K for the year ended December 31, 2017.



EQT Production
Adjusted operating revenuesYears Ended December 31,
 2018 2017 2016
 (Thousands, unless noted)
Total operating revenues$4,557,868
 $3,091,020
 $1,387,054
(Deduct) add back:     
Loss (gain) on derivatives not designated as hedges178,591
 (390,021) 248,991
Net cash settlements (paid) received on derivatives not designated as hedges(225,279) 40,728
 279,425
Premiums received (paid) for derivatives that settled during the year435
 2,132
 (2,132)
Net marketing services and other(40,940) (49,681) (41,048)
Adjusted operating revenues, a non-GAAP financial measure$4,470,675
 $2,694,178
 $1,872,290
      
Total sales volumes (MMcfe)1,487,689
 887,520
 758,967
      
Average realized price ($/Mcfe)$3.01
 $3.04
 $2.47

Results of OperationsSales Volumes and Revenues
  Years Ended December 31,
  2017 (d) 2016 % change 2017 - 2016 2015 % change 2016 - 2015
OPERATIONAL DATA  
  
    
  
           
Sales volume detail (MMcfe):  
  
    
  
Marcellus (a) 770,620
 660,146
 16.7
 505,102
 30.7
Ohio Utica 24,266
 536
 4,427.2
 758
 (29.3)
Other 92,634
 98,285
 (5.7) 97,222
 1.1
Total production sales volumes (b) 887,520
 758,967
 16.9
 603,082
 25.8
           
Average daily sales volumes (MMcfe/d) 2,432
 2,074
 17.3
 1,652
 25.5
           
Average realized price ($/Mcfe) $3.04
 $2.47
 23.1
 $3.09
 (20.1)
           
Gathering to EQM Gathering and RMP Gathering ($/Mcfe) $0.47
 $0.48
 (2.1) $0.51
 (5.9)
Transmission to EQM Transmission ($/Mcfe) $0.20
 $0.20
 
 $0.20
 
Third-party gathering and transmission ($/Mcfe) $0.42
 $0.32
 31.3
 $0.29
 10.3
Processing ($/Mcfe) $0.20
 $0.16
 25.0
 $0.17
 (5.9)
Lease operating expenses (LOE), excluding production taxes ($/Mcfe) $0.13
 $0.15
 (13.3) $0.19
 (21.1)
Production taxes ($/Mcfe) $0.08
 $0.08
 
 $0.10
 (20.0)
Production depletion ($/Mcfe) $1.04
 $1.06
 (1.9) $1.18
 (10.2)
           
Depreciation, depletion and amortization (DD&A) (thousands):    
    
  
Production depletion $924,430
 $803,883
 15.0
 $713,651
 12.6
Other DD&A 57,673
 55,135
 4.6
 51,647
 6.8
Total DD&A $982,103
 $859,018
 14.3
 $765,298
 12.2
           
Capital expenditures (thousands) (c) $2,430,094
 $2,073,907
 17.2
 $1,893,750
 9.5
           
FINANCIAL DATA (thousands)    
    
  
           
Revenues:          
Sales of natural gas, oil and NGLs $2,651,318
 $1,594,997
 66.2
 $1,690,360
 (5.6)
Pipeline and net marketing services 64,998
 41,048
 58.3
 55,542
 (26.1)
Gain (loss) on derivatives not designated as hedges 390,021
 (248,991) (256.6) 385,762
 (164.5)
Total operating revenues 3,106,337
 1,387,054
 124.0
 2,131,664
 (34.9)
           
Operating expenses:    
    
  
Gathering 480,111
 413,758
 16.0
 330,562
 25.2
Transmission 495,635
 341,569
 45.1
 268,368
 27.3
Processing 179,538
 124,864
 43.8
 100,329
 24.5
LOE, excluding production taxes 113,937
 112,509
 1.3
 116,527
 (3.4)
Production taxes 68,848
 62,317
 10.5
 61,408
 1.5
Exploration 25,117
 13,410
 87.3
 61,970
 (78.4)
Selling, general and administrative (SG&A) 165,792
 180,426
 (8.1) 172,725
 4.5
DD&A 982,103
 859,018
 14.3
 765,298
 12.2
Amortization of intangible assets 5,540
 
 100.0
 
 
Impairment of long-lived assets 
 6,939
 (100.0) 122,469
 (94.3)
Total operating expenses 2,516,621
 2,114,810
 19.0
 1,999,656
 5.8
Gain on sale / exchange of assets 
 8,025
 (100.0) 
 100.0
Operating income (loss) $589,716
 $(719,731) (181.9) $132,008
 (645.2)
  Years Ended December 31,
  2018 (c) 2017 (c) % change 2018 - 2017 2016 % change 2017 - 2016
Sales volume detail (MMcfe):  
  
    
  
Marcellus (a) 1,229,934
 770,620
 59.6
 660,146
 16.7
Ohio Utica 209,428
 24,266
 763.1
 536
 4,427.2
Other 48,327
 92,634
 (47.8) 98,285
 (5.7)
Total sales volumes (b) 1,487,689
 887,520
 67.6
 758,967
 16.9
           
Average daily sales volumes (MMcfe/d) 4,076
 2,432
 67.6
 2,074
 17.3
           
Average realized price ($/Mcfe) $3.01
 $3.04
 (1.0) $2.47
 23.1
           
Revenues (thousands):          
Sales of natural gas, oil and NGLs $4,695,519
 $2,651,318
 77.1
 $1,594,997
 66.2
Net marketing services and other 40,940
 49,681
 (17.6) 41,048
 21.0
(Loss) gain on derivatives not designated as hedges (178,591) 390,021
 (145.8) (248,991) (256.6)
Total operating revenues $4,557,868
 $3,091,020
 47.5
 $1,387,054
 122.8
(a)Includes Upper Devonian wells.
(b)NGLs, ethane and crude oil were converted to Mcfe at the rate of six Mcfe per barrel for all periods.
(c)Includes cash capital expenditures of $819.0 million, non-cash capital expenditures of $10.0 million and measurement period adjustments of $(14.3) million for acquisitions duringFor the year ended December 31, 2017. Includes cash capital expenditures of $1,051.2 million and non-cash capital expenditures of $87.6 million related to acquisitions during2018, results include operations acquired in the year ended December 31, 2016. SeeRice Merger (defined in Note 103 to the Consolidated Financial Statements for additional information related to these transactions.
(d)Statements). For the year ended December 31, 2017, the operating income for EQT Production includes the results of operations for the production operations and retained midstreaminclude operations acquired in the Rice Merger for the period of November 13, 2017 through December 31, 2017. See Note 2 for a discussion of the Rice Merger.

Year Ended December 31, 2017 vs. December 31, 2016

EQT Production’sTotal operating income totaled $589.7revenues were $4,557.9 million for 20172018 compared to operating loss of $719.7$3,091.0 million for 2016.  The $1,309.4 million2017. Sales of natural gas, oil and NGLs increased as a result of a 68% increase in sales volumes in 2018, which was primarily a result of the Rice Merger and increased production from the 2016 and 2017 drilling programs, partly offset by the 2018 Divestitures and the normal production decline in the Company’s producing wells. The average realized price decreased in 2018 compared to 2017 due to gains ona decrease in the average NYMEX natural gas price net of cash settled derivatives and a decrease in higher priced liquids sales as a result of the 2018 Divestitures partly offset by an increase in the average natural gas differential. The Company paid $225.3 million and received $40.7 million of net cash settlements for derivatives not designated as hedges for the yearyears ended December 31, 2018 and 2017, comparedrespectively, that are included in the average realized price but are not in GAAP operating revenues. Changes in fair market value of derivative instruments prior to lossessettlement are recognized in (loss) gain on derivatives not designated as hedges. The increase in the average differential primarily related to higher prices during the first quarter of 2018 at sales points in the United States Northeast where colder weather led to increased demand, higher Appalachian Basin basis as well as increased sales volumes at higher priced Gulf Coast and Midwest markets accessible through the Company’s increased transportation portfolio following the Rice Merger.

Total operating revenues for 2018 included a $178.6 million loss on derivatives not designated as hedges for the year ended December 31, 2016, higher average realized price and increased sales volumes of produced natural gas and NGLs, partly offset by increased operating expenses. These variances include the impact of the operations of Rice for the period subsequentcompared to the Rice Merger, which added approximately $165.6a $390.0 million of operating income for the year ended December 31, 2017, including $114.6 million in gainsgain on derivatives not designated as hedges.hedges in 2017. The loss in 2018 primarily related to decreases in the fair market value of the Company’s 2018 NYMEX swaps and options and basis swaps from December 31, 2017 through the date of settlement as a result of increases in the underlying prices throughout this period. These losses were partly offset by increases in the fair market value of the Company's open NYMEX positions at December 31, 2018 due to a decrease in forward NYMEX during 2018.

Total operating revenues were $3,106.3$3,091.0 million for 2017 compared to $1,387.1 million for 2016. Sales of natural gas, oil and NGLs increased as a result of a higher average realized price and a 17% increase in production sales volumes in 2017. EQT Production received $40.7 million and $279.4 million of net cash settlements for derivatives not designated as hedges for the years ended December 31, 2017 and 2016, respectively, that are included in the average realized price but are not in GAAP operating revenues. Changes in fair market value of derivative instruments prior to settlement are recognized in gain (loss) on derivatives not designated as hedges. The increase in production sales volumes was primarily the result of recent acquisition activity, including the Rice Merger, as well as increased production from the 2015 and 2016 drilling programs, primarily in the Marcellus play, partially offset by the normal production decline in the Company's producing wells in 2017.

The $0.57 per Mcfe increase in the average realized price for the year ended December 31, 2017 was primarily due to the
increase in the average NYMEX natural gas price net of cash settled derivatives of $0.29 per Mcf, an increase in the average natural gas differential of $0.19 per Mcf and an increase in liquids prices. The improvement in the average differential primarily

related to more favorable basis partly offset by unfavorable cash settled basis swaps. During 2017, basis improved in the Appalachian Basin and at sales points reached through the Company’s transportation portfolio, particularly in the United States Northeast. In addition, the Company started flowing its produced volumes to its Rockies Express pipeline capacity and Texas Eastern Transmission Gulf Markets pipeline capacity in the fourth quarter of 2016, which resulted in a favorable impact to basis for the year ended December 31, 2017 compared to the year ended December 31, 2016.

Pipeline and net marketing services primarily includes gathering revenues for gathering services provided to third parties and both the cost of and recoveries on third party pipeline capacity not used to transport the Company’s produced volumes. The $24.0 million increase in these revenues primarily related to increased gathering revenues for services provided to third parties on gathering lines acquired from Rice in addition to costs, net of recoveries, for the Company’s Rockies Express Pipeline capacity in 2016.

EQT Production totalTotal operating revenues for the year ended December 31, 2017 included a $390.0 million gain on derivatives not designated as hedges compared to a $249.0 million loss on derivatives not designated as hedges for the year ended December 31, 2016. The gains for the year ended December 31, 2017 primarily related to increases in the fair market value of EQT Production’sthe Company’s NYMEX swaps due to decreased NYMEX prices, partly offset by decreases in the fair market value of its basis swaps due to increased basis prices.

Operating Expenses

The following presents information about certain of the Company's operating expenses for each of the last three years.
  Years Ended December 31,
  2018 2017 % change 2018 - 2017 2016 % change 2017 - 2016
  (Thousands, unless otherwise noted)
Per Unit ($/Mcfe)          
Gathering $0.54
 $0.55
 (1.8) $0.55
 
Transmission $0.49
 $0.56
 (12.5) $0.45
 24.4
Processing $0.11
 $0.20
 (45.0) $0.16
 25.0
Lease operating expenses (LOE), excluding production taxes $0.07
 $0.13
 (46.2) $0.15
 (13.3)
Production taxes $0.06
 $0.08
 (25.0) $0.08
 
Exploration $
 $0.02
 (100.0) $0.01
 100.0
Selling, general and administrative (SG&A) $0.19
 $0.24
 (20.8) $0.29
 (17.2)
Production depletion $1.04
 $1.04
 
 $1.06
 (1.9)
           
Operating expenses:          
Gathering $801,746
 $489,610
 63.8
 $413,758
 18.3
Transmission $729,537
 $495,635
 47.2
 $341,569
 45.1
Processing $165,718
 $179,538
 (7.7) $124,864
 43.8
LOE, excluding production taxes $100,644
 $112,501
 (10.5) $111,853
 0.6
Production taxes $95,131
 $68,848
 38.2
 $62,317
 10.5
Exploration $6,765
 $17,565
 (61.5) $4,663
 276.7
Selling, general and administrative $284,220
 $208,986
 36.0
 $218,946
 (4.5)

Gathering. Gathering expense increased on an absolute basis in 2018 compared to 2017 due to the 68% increase in sales volumes partly offset by a lower gathering rate per unit on gathering capacity acquired in the Rice Merger, which also decreased the rate per Mcfe. Gathering expense increased in 2017 compared to 2016 on an absolute basis due to increased affiliate and third party gathering capacity. The Rice Merger increased affiliate gathering expense as a result of volumes gathered by RMP Gathering which added approximately $21.0 million of expense for the post-Rice Merger period. In addition, EQT Production increased firm gathering capacity onand expense from the affiliate gathering systems owned by EQM Gathering in the fourth quarter of 2016 and 2017. The Company’s 2016 and 2017 acquisitions, excluding Rice, added third party gathering capacity and expense. acquisitions.

Transmission. Transmission expense increased on an absolute basis in 2018 compared to 2017 due to increased third party capacity and increased firm contracts with affiliates incurred to move EQT Production’sthe Company’s natural gas out of the Appalachian Basin, primarily firm capacity acquired in connection with the Rice Merger, the Company's capacity on the Rover pipeline, which started in 2018, as well as an increase in the Company’s firm capacity on Columbia Gas Transmission pipeline which increased in the first quarter of 2018. These increases were partly offset by reduced firm capacity costs as a result of the Huron Divestiture. Transmission expense per Mcfe decreased as a result of increased sales volumes in 2018. Transmission expense increased on an absolute basis in 2017 compared to 2016 due to increased capacity incurred to move the Company’s natural gas out of the Appalachian Basin. During the fourth quarter of 2016, EQM's Ohio Valley Connector (OVC) was placed into service and as a result, the Company started flowing its produced volumes to its Rockies Express and Texas Eastern Transmission Gulf Markets pipeline capacity. Additionally, the Company's firm capacity on Rockies Express pipeline increased in the first quarter of 2017. Firm capacity acquired in connection with the Rice Merger also increased transmission expenses by approximately $24.2 million. InTransmission expense per Mcfe increased in 2017 compared to 2016 as the fourth quarterimpact of 2016, the Company started flowing its producedabove items exceeded the 17% growth in sales volumes during the period.

Processing. Processing expense decreased on an absolute basis in 2018 compared to its Texas Eastern Transmission Gulf Markets pipeline capacity.2017 primarily as a result of the 2018 Divestitures and decreased on a per Mcfe basis as a result of a 68% increase in sales volumes when combined with the impact

of the 2018 Divestitures. Processing expense increased 44%on an absolute basis in 2017 compared to 2016 as a result of increased processing capacity acquired through recent acquisitions and higher volumes processed, which is consistent with higher ethane and NGLs sales volumes of approximately 50% in 2017 compared to 2016. These factors also contributed to an increase in processing expense on a per Mcfe basis as they exceeded the offsetting impact of growth in sales volumes during 2017.the period.

The increaseLOE. LOE decreased on an absolute and per Mcfe basis in LOE was2018 compared to 2017 primarily due toas a result of the 2018 Divestitures and growth in sales volumes in 2018 partly offset by higher salt water disposal costs.costs and personnel costs due to increased activity in the Company's Marcellus and Utica operations. Excluding the costs related to the 2018 Divestitures, per unit LOE was $0.05 per Mcfe in 2018 as compared to a divestiture adjusted $0.07 per Mcfe in 2017. LOE increased on an absolute basis in 2017 compared to 2016 primarily due to increased salt water disposal costs as a result of increased activity in the Company’s Marcellus operations, but decreased on a per Mcfe basis due to the growth in sales volumes during the period.

Production taxes.    Production taxes increased on an absolute basis in 2018 compared to 2017 primarily as a result of the significant increase in the number of wells subject to the Pennsylvania Impact Fee as well as the increased asset base and production volumes in Ohio following the Rice Merger, partly offset by the lower asset base and production volumes in Kentucky, West Virginia, Virginia and Texas following the 2018 Divestitures. Production taxes decreased on a per Mcfe basis in 2018 compared to 2017 due to an increase in sales volumes. Production taxes increased on an absolute basis in 2017 compared to 2016 as a result of higher market prices during the year ended December 31,in 2017 in combination with an increase in the number of wells drilled insubject to the Pennsylvania Impact Fee as well as an increased asset base and an increase in production volumes from recent acquisitions.


Exploration. Exploration expense decreased in 2018 compared to 2017 and increased in 2017 compared to 2016 on an absolute and per Mcfe basis, primarily due to expenses related to an exploratory well in a non-core operating area classified as a dry hole in 2017.

SG&A. SG&A expense increased on an absolute basis in 2018 compared to 2017, primarily due to increased legal reserves, increased charitable contributions to the EQT Foundation and increased personnel costs associated with workforce reductions. SG&A expense decreased on an absolute basis in 2017 compared 2016, primarily due to lower pension expense of $9.4 million related to the termination of the EQT Corporation Retirement Plan for Employees in the second quarter of 2016, lower legal reserves in 2017, a reduction to the reserve for uncollectible accounts, and the absence of costs related to the consolidation of the Company’s Huron operations in 2016. This was partly offset by higher costs associated with recent acquisitions. SG&A expense per Mcfe decreased in 2018 compared to 2017 and in 2017 compared 2016 due to an increase in sales volumes for each respective period.

DD&A expenseDepreciation and depletion. Depreciation and depletion increased onas a result of higher productionproduced volumes in 2018, partly offset by lower depreciation as a result of the 2018 Divestitures. Depreciation and depletion increased as a result of higher produced volumes partly offset by a lower overall depletion rate in 2017. 2017 compared to 2016.
  Years Ended December 31,
  2018 2017 % change 2018 - 2017 2016 % change 2017 - 2016
  (Thousands)
Depreciation and depletion          
Production depletion $1,546,136
 $924,430
 67.3
 $803,883
 15.0
Other depreciation and depletion 22,902
 46,555
 (50.8) 52,568
 (11.4)
Total depreciation and depletion $1,569,038
 $970,985
 61.6
 $856,451
 13.4

Impairment of long-lived assets. Impairment of long-lived assets increased $2,710.0 million in 2018 compared 2017, related to the 2018 Divestitures. See Note 8 to the Consolidated Financial Statements for a discussion of the asset impairment.

Impairment of goodwill. Impairment of goodwill was $530.8 million in 2018. As a result of the Company's single reporting unit's fair value falling below its carrying value, the full carrying value of goodwill was written off and recorded as impairment of goodwill. See Note 1 to the Consolidated Financial Statements for a discussion of the goodwill impairment.

Lease impairments and expirations. Lease impairments and expirations increased in 2018 compared to 2017, primarily due to an increase in the amount of leases that expired during 2018 that were primarily located in non-contiguous or non-core development areas and for impairments of leases not yet expired that are not expected to be drilled or extended prior to expiration during 2019. The increase in the number of leases expiring in 2018 and 2019 is primarily due to acquisition activity completed by the Company throughout 2016 and 2017 in addition to the Rice Merger. Lease impairments and expirations decreased in 2017 compared to 2016, primarily due to a decrease in the number of leases that expired in 2017 and impairments recorded in 2016 for leases not yet expired that would not be drilled prior to expiration.

Transaction costs. Transaction costs in 2018 and 2017 were primarily legal and banking fees related to the Rice Merger. Transaction costs associated with the Separation and Distribution and a proportionate share of the transaction costs associated with the Rice Merger were allocated to discontinued operations as described in Note 2 to the Company’s Consolidated Financial Statements.

Amortization of intangible assets increased as a result of intangible assets acquired inassets. In connection with the Rice Merger, in 2017.

Impairment of long-lived assets decreased $6.9 million for the year ended December 31, 2017 compared to the year ended December 31, 2016. The 2016 impairment charge of $6.9 million primarily consisted of lease impairments on acreage that the Company did not intend to drill prior to expiration. The Company did not identify any such leases in 2017.

During the fourth quarterobtained intangible assets composed of 2016, EQT Production sold a gathering system that primarily gathered gasnon-compete agreements with former Rice executives. Amortization expense for third parties2018 and 2017 was $41.4 million and $5.4 million, respectively, for $75.0 million. In conjunction with this transaction, the Company realized a pre-tax gain of $8.0 million,these non-compete agreements, which is included in gain on sale / exchange of assets in the Statements of Consolidated Operations.are being amortized over three years.

Year Ended December 31, 2016 vs. December 31, 2015Other Income Statement Items
 
EQT Production’s operating loss totaled $719.7 million for 2016Other expense. Other expense increased in 2018 as compared to operating income of $132.0 million for 2015.  The $851.7 million decrease in operating income was2017, primarily due to a loss on derivatives not designated as hedges in 2016 compared to gains on derivatives not designated as hedges in 2015, a lower average realized price, increased operating expenses and decreased pipeline and net marketing services partly offset by increased sales volumes of produced natural gas and NGLs.

Total operating revenues were $1,387.1 million for 2016 compared to $2,131.7 million for 2015. Sales of natural gas, oil and NGLs decreased as a result of a lower average realized price, partly offset by a 26% increase in production sales volumes in 2016. EQT Production received $279.4 million and $172.1 million of net cash settlements for derivatives not designated as hedges
for the years ended December 31, 2016 and 2015, respectively, that are included in the average realized price but are not in GAAP operating revenues. The increase in production sales volumes was primarily the result of increased production from the 2014 and 2015 drilling programs, primarily in the Marcellus play, partially offset by the normal production decline in the Company’s producing wells.
The $0.62 per Mcfe decrease in the average realized price for the year ended December 31, 2016 was primarily due to the decrease in the average NYMEX natural gas price net of cash settled derivatives of $0.53 per Mcf and a decrease in the average
natural gas differential of $0.12 per Mcf. The decrease in the average differential primarily related to lower basis partly offset by favorable cash settled basis swaps. While Appalachian Basin basis improved slightly for the year ended December 31, 2016 compared to the year ended December 31, 2015, basis in the United States Northeast was significantly lower, particularly in the
first quarter of 2016 compared to the first quarter of 2015, due to reduced demand attributable to warmer than normal weather conditions. Additionally, the impact of changes in natural gas prices on physical basis sales contracts and fixed price sales contracts reduced basis year over year. The Company started flowing EQT Production’s produced volumes to its Rockies Express pipeline capacity and Texas Eastern Transmission Gulf Markets pipeline capacity in the fourth quarter of 2016, which resulted in a favorable impact to basis in 2016.

Pipeline and net marketing services primarily includes gathering revenues for gathering services provided to third parties and both the cost of and recoveries on third party pipeline capacity not used to transport the Company’s produced volumes. The decrease in these revenues primarily related to reduced spreads on the Company’s Tennessee Gas Pipeline capacity.

EQT Production total operating revenues for the year ended December 31, 2016 included a $249.0 million loss on derivatives not designated as hedges compared to an $385.8 million gain on derivatives not designated as hedges for the year ended December 31, 2015. The losses for the year ended December 31, 2016 primarily related to unfavorable changes in the fair market value of EQT Production’s NYMEX swaps, partly offset by favorable changes in the fair market value of its basis swaps. During the year ended December 31, 2016, forward NYMEX prices increased while basis prices decreased.

Operating expenses totaled $2,114.8 million for 2016 compared to $1,999.7 million for 2015. The increase in operating
expenses primarily resulted from increases in DD&A, gathering, transmission and processing, partly offset by reductions in non-cash impairments of long-lived assets and exploration expense. Gathering expense increased due to increased affiliate firm capacity and volumetric charges and due to increased third party volumetric charges. Transmission expense increased as a result of higher third party costs incurred to move EQT Production’s natural gas out of the Appalachian Basin and increased affiliate firm capacity charges. Processing expenses increased due to higher production volumes.

The decrease in LOE was primarily due to lower salt water disposal costs as a result of increased recycling in the Marcellus Shale and certain operational cost savings in the Huron operations, partly offset by costs related to the consolidation of the Company’s Huron operations. Production taxes were essentially flat as a higher Pennsylvania impact fee and severance tax settlement were offset by lower unhedged sales prices, a favorable property tax settlement and the expiration of the West Virginia volume based tax in 2016. The state of West Virginia previously imposed a $0.047 per Mcf additional volume based severance tax that was terminated on July 1, 2016.

Exploration expense was lower primarily due to a decrease in lease expirations related to acreage that the Company does not intend to drill prior to expiration and expenses related to exploratory wells in 2015. SG&A expense increased due to higher litigation costs, a $9.4 million charge related to the termination of the EQT Corporation Retirement Plan for Employees incurred in 2016, an increase to the reserve for uncollectible accounts, and non-recurring costs related to the consolidation of the Company’s Huron operations and acquisition related expenses in 2016. These increases were partly offset by drilling program reduction charges in the Permian and Huron Basins in 2015, decreased personnel costs, decreased professional service costs and charges to write off expired right of ways options in 2015. The increase in depletion expense within DD&A expense was the result of higher produced volumes partly offset by a lower overall depletion rate in 2016. Depreciation expense within DD&A increased as a result of additional assets in service.

Impairment of long-lived assets decreased $115.5 million for the year ended December 31, 2016 compared to the year ended December 31, 2015. The 2016 impairment charge primarily consisted of lease impairments on acreage that the Company did not intend to drill prior to expiration. The 2015 impairment charge consisted of impairments of proved properties in the Permian Basin of Texas and impairments of proved properties in the Utica Shale of Ohio, as well as unproved property impairments and impairment of field level NGLs processing equipment that was not being used. The proved properties impairments in 2015 were a result of continued declines in commodity prices and insufficient recovery of hydrocarbons to support continued development. The 2016 and 2015 impairments related to the unproved properties resulted from operational decisions to focus near-term development activities in the Company's Marcellus, Upper Devonian and Utica acreage.
During the fourth quarter of 2016, EQT Production sold a gathering system that primarily gathered gas for third parties for $75.0 million. In conjunction with this transaction, the Company realized a pre-tax gain of $8.0 million, which is included in gain on sale / exchange of assets in the Statements of Consolidated Operations.



EQM Gathering
Results of Operations
  Years Ended December 31,
  2017 2016 % change 2017 - 2016 2015 % change 2016 - 2015
FINANCIAL DATA  
 (Thousands, other than per day amounts)   
Firm reservation fee revenues $407,355
 $339,237
 20.1
 $267,517
 26.8
Volumetric based fee revenues:          
Usage fees under firm contracts (a) 32,206
 38,408
 (16.1) 33,021
 16.3
Usage fees under interruptible contracts 14,975
 19,849
 (24.6) 34,567
 (42.6)
Total volumetric based fee revenues 47,181
 58,257
 (19.0) 67,588
 (13.8)
Total operating revenues 454,536
 397,494
 14.4
 335,105
 18.6
           
Operating expenses:          
Operating and maintenance 43,235
 38,367
 12.7
 37,011
 3.7
Selling, general and administrative 38,942
 39,678
 (1.9) 30,477
 30.2
Depreciation and amortization 38,796
 30,422
 27.5
 24,360
 24.9
Total operating expenses 120,973
 108,467
 11.5
 91,848
 18.1
           
Operating income $333,563
 $289,027
 15.4
 $243,257
 18.8
           
OPERATIONAL DATA          
Gathered volumes (BBtu per day):          
Firm capacity reservation 1,826
 1,553
 17.6
 1,140
 36.2
Volumetric based services (b) 361
 420
 (14.0) 485
 (13.4)
Total gathered volumes 2,187
 1,973
 10.8
 1,625
 21.4
           
Capital expenditures $196,871
 $295,315
 (33.3) $225,537
 30.9

(a)Includes fees on volumes gathered in excess of firm contracted capacity.
(b)Includes volumes gathered under interruptible contracts and volumes gathered in excess of firm contracted capacity.

Year Ended December 31, 2017 vs. December 31, 2016
Gathering revenues increased by $57.0 million driven by third party and affiliate production development in the Marcellus Shale. EQM Gathering increased firm reservation fee revenues in 2017 compared to 2016 as a result of third parties and affiliates contracting for additional firm gathering capacity, which increased firm gathering capacity by approximately 475 MMcf per day following the completion of the Range Resources header pipeline project and various affiliate wellhead gathering expansion projects. The decrease in usage fees under firm contracts was due to lower affiliate volumes in excess of firm contracted capacity. The decrease in usage fees under interruptible contracts was primarily due to the additional contracts for firm capacity.

Operating expenses increased by $12.5 million for the year ended December 31, 2017 compared to the year ended December 31, 2016. Operating and maintenance expense increased primarily as a result of higher personnel costs and increased property taxes. Selling, general and administrative expenses decreased primarily due to lower corporate allocations from the Company as a result of the Company’s shift in focus during 2017 from midstream drop-down transactions to upstream asset and corporate acquisition projects partly offset by increased miscellaneous administrative costs. Depreciation and amortization expense increased $8.4 million due to additional assets placed in-service including those associated with the Range Resources header pipeline project and various affiliate wellhead gathering expansion projects.

Year Ended December 31, 2016 vs. December 31, 2015
Gathering revenues increased by $62.4 million primarily as a result of higher affiliate and third party volumes gathered in
2016 compared to 2015, driven by production development in the Marcellus Shale. EQM Gathering increased firm reservation fee revenues in 2016 compared to 2015 as a result of affiliates and third parties contracting for additional capacity under firm contracts, which resulted in increased firm gathering capacity of approximately 300 MMcf per day following the completion of the Northern West Virginia gathering system (NWV Gathering) and Jupiter gathering system (Jupiter) expansion projects in the

fourth quarter of 2015. The decrease in usage fees under interruptible contracts was primarily due to these additional contracts for firm capacity.

Operating expenses increased by $16.6 million for the year ended December 31, 2016 compared to the year ended December 31, 2015. Selling, general and administrative expenses increased as a result of higher allocations and personnel costs from EQT. The increase in depreciation and amortization expense resulted from additional assets placed in-service including those associated with the NWV Gathering and Jupiter expansion projects.

EQM Transmission
Results of Operations
  Years Ended December 31,
  2017 2016 
%
change
2017 -
2016
 2015 
change
2016 -
2015
FINANCIAL DATA   (Thousands, other than per day amounts)   
Firm reservation revenues $348,193
 $277,816
 25.3
 $247,231
 12.4
Volumetric based fee revenues:          
Usage fees under firm contracts(a)
 13,743
 45,679
 (69.9) 42,646
 7.1
Usage fees under interruptible contracts 17,624
 14,625
 20.5
 7,954
 83.9
Total volumetric based fee revenues 31,367
 60,304
 (48.0) 50,600
 19.2
Total operating revenues 379,560
 338,120
 12.3
 297,831
 13.5
           
Operating expenses:      
    
Operating and maintenance 41,482
 34,846
 19.0
 33,092
 5.3
Selling, general and administrative 32,244
 33,083
 (2.5) 31,425
 5.3
Depreciation and amortization 58,689
 32,269
 81.9
 25,535
 26.4
Total operating expenses 132,415
 100,198
 32.2
 90,052
 11.3
           
Operating income $247,145
 $237,922
 3.9
 $207,779
 14.5
           
OPERATIONAL DATA  
  
  
  
  
Transmission pipeline throughput (BBtu per day)          
Firm capacity reservation 2,399
 1,651
 45.3
 1,841
 (10.3)
Volumetric based services(b)
 37
 430
 (91.4) 281
 53.0
Total transmission pipeline throughput 2,436
 2,081
 17.1
 2,122
 (1.9)
           
Average contracted firm transmission reservation commitments (BBtu per day) 3,627
 2,814
 28.9
 2,624
 7.2
           
Capital expenditures $111,102
 $292,049
 (62.0) $203,706
 43.4

(a)Includes commodity charges and fees on all volumes transported under firm contracts as well as transmission fees on volumes in excess of firm contracted capacity.
(b)Includes volumes transported under interruptible contracts and volumes transported in excess of firm contracted capacity.

Year Ended December 31, 2017 vs. December 31, 2016
Total operating revenues increased by $41.4 million. Firm reservation fee revenues increased due to affiliates and third parties contracting for additional firm capacity, primarily on the OVC, as well as higher contractual rates on existing contracts in the current year. The firm capacity on the OVC resulted in lower affiliate usage fees under firm contracts. The increase in usage fees under interruptible contracts includes increased storage and parking revenue, which does not have pipeline throughput associated with it, partly offset by reduced throughput on interruptible contracts.


Operating expenses increased by $32.2 million for the year ended December 31, 2017 compared to the year ended December 31, 2016. Operating and maintenance expense increased primarily due to property taxes on the OVC and higher personnel costs. Selling, general and administrative expenses decreased primarily due to lower corporate allocations from the Company as a result of the Company’s shift in focus during 2017 from midstream drop-down transactions to upstream asset and corporate acquisition projects. The increase in depreciation and amortization expense was the result of the OVC project placed in-service in the fourth quarter of 2016 and a non-cash charge to depreciation and amortization expense of $10.5 million related to the revaluation of differences between the regulatory and tax bases in EQM's regulated property, plant and equipment. The related regulatory liability will be amortized over the estimated useful life of the underlying property which is 43 years.

Year Ended December 31, 2016 vs. December 31, 2015
Total operating revenues increased by $40.3 million. Firm reservation revenues increased due to affiliates contracting for additional capacity under firm contracts, primarily on the OVC, as well as higher contractual rates on existing contracts in 2016. Higher usage fees under firm contracts were driven by an increase in affiliate volumes in excess of firm capacity associated with increased production development in the Marcellus Shale, partly offset by lower usage fees from third party producers which is reflected in reduced firm capacity reservation throughput for the year ended December 31, 2016 compared to the year ended December 31, 2015. These volumes also decreased as a result of warmer weather in the first quarter of 2016. This decrease in transported volumes did not have a significant impact on firm reservation fee revenues. Usage fees under interruptible contracts for the year ended December 31, 2016 increased as a result of higher third party volumes transported or stored on an interruptible basis.

Operating expenses increased by $10.1 million for the year ended December 31, 2016 compared to the year ended December 31, 2015. The increase in operating and maintenance expense resulted primarily from higher repairs and maintenance expenses associated with increased throughput. Selling, general and administrative expenses increased primarily as a result of higher allocations and personnel costs from EQT. The increase in depreciation and amortization expense was primarily a result of higher depreciation on the increased investment in transmission infrastructure, including those associated with the OVC and the AVC facilities.


RMP Gathering
ResultsEquitrans Midstream which generated an unrealized loss of Operations

  Years Ended December 31,
  2017 (a) 2016 
% change
2017 - 2016
 2015 
% change
2016 - 2015
FINANCIAL DATA (Thousands, other than per day amounts)
Gathering revenues:          
Affiliate $26,242
 $
 100.0
 $
 
Third-party 19
 
 100.0
 
 
Total gathering revenues 26,261
 
 100.0
 
 
           
Compression revenues:          
Affiliate 4,343
 
 100.0
 
 
Third-party 10
 
 100.0
 
 
Total compression revenues 4,353
 
 100.0
 
 
Total operating revenues 30,614
 
 100.0
 
 
           
Operating expenses:          
Operation and maintenance expense 1,584
 
 100.0
 
 
General and administrative expense 3,265
 
 100.0
 
 
Depreciation expense 3,965
 
 100.0
 
 
Total operating expenses 8,814
 
 100.0
 
 
           
Operating income (loss) $21,800
 $
 100.0
 $
 
           
OPERATIONAL DATA          
Gathered volumes (BBtu/d): 1,547
 
 100.0
 
 
  
        
Compression volumes (BBtu/d): 1,155
 
 100.0
 
 
           
Capital expenditures $28,320
 $
 100.0
 $
 

(a) This table sets forth selected financial and operational data for RMP Gathering for the period November 13, 2017 through December 31, 2017, as the Company acquired RMP Gathering on November 13, 2017 as part of the Rice Merger.

The majority of RMP Gathering revenues are from contracts with EQT Production to gather gas in Washington and Greene Counties, Pennsylvania. RMP Gathering provides all services under long-term contracts that are supported in most cases by acreage dedications. RMP Gathering charges separate rates for gathering and compression services based on the actual volumes gathered and compressed. During the period from November 13, 2017 through December 31, 2017, operating expenses are composed of customary expenses for a gathering business.


RMP Water
Results of Operations

  Years Ended December 31,
  2017 (a) 2016 
% change
2017 - 2016
 2015 
% change
2016 - 2015
FINANCIAL DATA (Thousands, other than per day amounts)
Operating revenues:          
Affiliate $13,549
 $
 100.0
 $
 
Third-party 56
 
 100.0
 
 
Total operating revenues 13,605
 
 100.0
 
 
           
Operating expenses:          
Operation and maintenance expense 5,598
 
 100.0
 
 
General and administrative expense 347
 
 100.0
 
 
Depreciation expense 3,515
 
 100.0
 
 
Total operating expenses 9,460
 
 100.0
 
 
           
Operating income (loss) $4,145
 $
 100.0
 $
 
           
OPERATIONAL DATA          
Water services volumes (in MMgal): 226
 
 100.0
 
 
           
Capital expenditures $6,233
 $
 100.0
 $
 

(a) This table sets forth selected financial and operational data for RMP Water for the period November 13, 2017 through December 31, 2017, as the Company acquired RMP Water on November 13, 2017 as part of the Rice Merger.

RMP Water provides fresh water for well completions operations in the Marcellus and Utica Shales and collects and recycles or disposes of flowback and produced water. The majority of RMP Water's services are provided to EQT Production. RMP Water offers its services on a volumetric basis, supported by an acreage dedication from EQT Production for certain drilling areas. RMP Water charges customers a fee per gallon of water; this fee is tiered and thus is lower on a per gallon basis once the customer meets certain volumetric thresholds. During the period from November 13, 2017 through December 31, 2017, operating expenses are composed of customary expenses for a water business.







Other Income Statement Items
Other Income
  Years Ended December 31,
  2017 2016 2015
  (Thousands)
Other income $24,955
 $31,693
 $9,953
For the years ended December 31, 2017, 2016 and 2015, the Company recorded equity in earnings of nonconsolidated investments of $22.2 million, $9.9 million and $2.6 million, respectively, related to EQM's portion of the MVP Joint Venture's AFUDC on the MVP project.
For the years ended December 31, 2017, 2016 and 2015, the Company recorded AFUDC of $5.1 million, $19.4 million and $6.3 million, respectively. The changes in AFUDC were mainly attributable to the timing of spending on the OVC project.$72.4 million.

The Company initiated its investments in trading securities in 2016 to enhance returns on a portion of its significant cash balance at that time.Trading securities consist of liquid debt securities that are carried at fair value.time. For the years ended December 31, 2017 and 2016 the Company recorded realized losses of $2.6 million and unrealized gains of $1.5 million, respectively, on these debt securities. As of March 31, 2017, the Company closed its positions on all trading securities.

Loss on Debt Extinguishment
  Years Ended December 31,
  2017 2016 2015
  (Thousands)
Loss on debt extinguishment $12,641
 $
 $
For the year ended December 31,debt extinguishment. In 2017, the Company recorded loss on debt extinguishment of $12.6 million in connection with the early extinguishment on November 3, 2017 of the $200 million aggregate principal amount 5.15% Senior Notes due 2018 and $500 million aggregate principal amount 6.50% Senior Notes due 2018. The loss consists of $12.2 million paid in excess of par in order to extinguish the debt prior to maturity and $0.4 million in non-cash expenses related to the write-off of unamortized financing costs and discounts.
 
Interest Expense
  Years Ended December 31,
  2017 2016 2015
   
 (Thousands)  
Interest expense $202,772
 $147,920
 $146,531
expense. Interest expense increased $54.9$61.0 million in 2018 compared to 2017 primarily driven by an additional $74.3 million of interest incurred on Senior Notes issued in October 2017 and an additional $24.0 million of interest incurred on credit facility borrowings partly offset by a $35.9 million decrease due to the early extinguishment of certain Senior Notes and a decrease of $5.1 million related to expense incurred in 2017 on the Company's senior unsecured bridge loans. Interest expense increased $36.8 million for the year ended December 31, 2017 compared to the year ended December 31, 2016 primarily driven by $23.6 million of interest incurred on Senior Notes issued in October 2017, $17.4 million of interest incurred on EQM's Senior Notes issued in November 2016, $8.0$5.1 million of expense related to the bridge financing commitment for the Rice Merger and $6.0$5.5 million of interest incurred on credit facility borrowings partly offset by a $7.0 million decrease due to the early extinguishment of EQT Senior Notes.

Interest expense increased $1.4 million in 2016 compared to 2015. Decreased capitalized interest of $13.3 million and additional interest expense of approximately $3.3 million related to EQM's $500 million 4.125% Senior Notes issued during the fourth quarter of 2016 were mostly offset by higher interest income earned on short-term investments of $6.7 million, lower interest expense resulting from the Company's repayment of $160.0 million of debt that matured in the fourth quarter of 2015, and lower
EQM revolver fees.
The weighted average annual interest rates on the weighted average principal outstanding of the Company’s Senior Notes, excluding EQM’s Senior Notes, were 5.6%, 6.5%, and 6.5% for 2017, 2016 and 2015, respectively.  The weighted average annual interest rates on EQM’s Senior Notes were 4.1% for 2017 and 4.0% for each of 2016 and 2015.


See Note 1410 to the Consolidated Financial Statements for discussion of the borrowings and weighted average interest rates for EQT's, EQM's and RMP'sthe Company's credit facilities.facility.

Income Taxes
  Years Ended December 31,
  2017 2016 2015
  (Thousands)
Income tax (benefit) expense $(1,115,619) $(263,464) $104,675

tax (benefit). On December 22, 2017, the U.S. Congress enacted the law known as the Tax Cuts and Jobs Act of 2017 (the Tax Reform Legislation)Cuts and Jobs Act), which made significant changes to U.S. federal income tax law, including lowering the federal corporate tax rate to 21% from 35% beginning January 1, 2018. As a result of the change in the corporate tax rate, the Company recorded a deferred tax benefit of $1.2 billion during the year ended December 31, 2017 to revalue its existing net deferred tax liabilities to the lower rate.

The Company applied the guidance in SAB 118 when accounting for the enactment-date effects of the Tax Cuts and Jobs Act in 2017 and throughout 2018. At December 31, 2017, the Company had not completed the accounting for all of the enactment-date income tax effects of the legislation under ASC 740, Income Taxes, for the following aspects: remeasurement of deferred tax assets and liabilities and incentive-based compensation limitations. At December 31, 2018, the Company completed the accounting for all of the enactment-date income tax effects of the Tax Cuts and Jobs Act. During 2018, the Company recognized adjustments of $5.3 million to the provisional amounts recorded at December 31, 2017 and included these adjustments as a component of income tax benefit from continuing operations. The additional expense is primarily the result of adjustments to the increased limitations on deductible executive compensation.

For federal income tax purposes, the Company maycontinues to have the ability to deduct a portion of its drilling costs as intangible drilling costs (IDCs) in the year incurred.incurred after the Tax Cuts and Jobs Act. For periods prior to January 1, 2018, IDCs however, have historically beenwere limited for purposes of the alternative minimum tax (AMT) and this has resulted in the Company paying AMT even when generating or utilizing a net operating loss carryforward (NOL) to offset regular taxable income.

The Tax Reform Legislation also repealed the AMT for tax years beginning For periods after January 1, 2018, AMT has been repealed by the Tax Cuts and provides thatJobs Act, and the Company has the ability to utilize any existing AMT credit carryforwards can be utilized to offsetagainst its current federal tax liability and then receive a refund equal to 50% of the remaining balance in each tax yearsyear from 2018 through 2020. In addition, 50% of any unused AMT credit carryforwards can be refunded during these years2020 with any remaining AMT credit carryforward in 2021 being fully refunded in 2021. The. As a result, the Company had approximately $435will receive a Federal tax refund for the 2018 tax year of $128 million and has $295 million of AMT credit carryforward remaining,

net of valuation allowances for sequestration of $13 million, as of December 31, 2017. In addition,2018. As a result of an announcement by the Tax Reform Legislation preserved deductibilityIRS in January 2019 reversing its position that AMT refunds were subject to sequestration by the federal government at a rate equal to 6.2% of IDCs, and provides for 100% bonus depreciation on some tangible property expenditures through 2022.the refund, the Company will reverse the related valuation allowance in the first quarter of 2019.

The Tax Reform Legislation contains several other provisions, such as limitingCuts and Jobs Act limits the utilization of NOLs generated after December 31, 2017 that are carried into future years to 80% of taxable income and limitations onlimits the deductibility of interest expense, which are not expected to haveexpense. As a material effect onresult of the Company's results of operations. As of December 31, 2017,interest limitation, the Company has not completed its accountingrecorded a valuation allowance in 2018 for the effectsa portion of the Tax Reform Legislation, but has recorded provisional amountsinterest expense limit imposed for the revaluing of net deferred tax liabilities as well as theseparate company state income tax effects related to the Tax Reform Legislation. The Company also considered whether existing deferred tax amounts will be recovered in future periods under this legislation. However, the Company is still analyzing certain aspects of the Tax Reform Legislation and refining calculations, which could potentially impact the measurement of these balances or potentially give rise to new deferred tax amounts. The Company will refine its estimates to incorporate new or better information as it comes available through the filing date of its 2017 U.S. income tax returns in the fourth quarter of 2018.

All of EQGP's, RMP's and Strike Force Midstream's income is included in the Company's pre-tax income (loss). However, the Company is not required to record income tax expense with respect to the portions of EQGP's and RMP's income allocated to the noncontrolling public limited partners of EQGP, EQM, and RMP or to the minority owner of Strike Force Midstream, which reduces the Company's effective tax rate in periods when the Company has consolidated pre-tax income and increases the Company's effective tax rate in periods when the Company has consolidated pre-tax loss.

For 2017 and 2016, the Company generated a federal taxable loss and the Company paid AMT in 2016. The federal and AMT NOLs generated by the taxable losses for 2017 and 2016 will be carried back to 2015 and 2014 to generate a tax refund from 2015 and an increase in AMT credit carryforwards for those years. The Company paid federal income tax in 2015 as a result of tax gains related to EQGP's IPO and the sale of NWV Gathering to EQM during that year.purposes.

See Note 119 to the Consolidated Financial Statements for further discussion of the Company’s income tax (benefit) expense, including a reconciliation between income tax (benefit) expense calculated at the current federal statutory rate and the effective tax rate reflected in the Company's financial statements for each of the years ended December 31, 2018, 2017 2016 and 2015.

Net Income Attributable to Noncontrolling Interests
  Years Ended December 31,
  2017 2016 2015
  (Thousands)
Net income attributable to noncontrolling interests $349,613
 $321,920
 $236,715
The increase in net income attributable to noncontrolling interests for the year ended December 31, 2017 was the result of higher net income at EQM and noncontrolling interests in RMP and Strike Force Midstream as a result of the Rice Merger. The increase in net income attributable to noncontrolling interests for the year ended December 31, 2016 was primarily the result of increased net income at EQM, increased ownership of EQM common units by third parties and EQGP's IPO in 2015.2016.

Outlook
 
The Company’s board of directors has formed a committee to evaluate optionsSee Item 1, “Business” for addressing the Company’s sum-of-the-parts discount.  The board will announce a decision by the end of March, 2018, after considering the committee’s recommendation.Company's outlook.

The Company is committed to profitably and safely developing its Appalachian Basin natural gas and NGL reserves through environmentally responsible, cost-effective and technologically advanced horizontal drilling. The Company believes the long-term outlook for its business is favorable due to the Company’s substantial resource base, low cost structure, financial strength, risk management, including its commodity hedging strategy, and disciplined investment of capital. The Company believes the combination of these factors provide it with an opportunity to exploit and develop its positions and maximize efficiency through economies of scale in its strategic operating area.

The Company monitors current and expected market conditions, including the commodity price environment, and its liquidity needs and may adjust its capital investment plan accordingly. While the tactics continue to evolve based on market conditions, the Company periodically considers arrangements to monetize the value of certain mature assets for re-deployment into the highest value development opportunities. Upon the closing of the Rice Merger, the Company’s consolidation goals were largely met and the Company plans to focus on integrating the Rice assets and realizing higher returns through longer laterals and achieving an even lower operating cost structure. The Company will also continue to pursue tactical acquisitions of fill-in acreage to extend laterals and has announced its intention to sell the Rice retained midstream assets to EQM through one or more drop-down transactions. 

EQT Production expects to spend approximately $2.2 billion for well development (primarily drilling and completion) in 2018, which is expected to support the drilling of approximately 195 gross wells, including 134 Marcellus wells, 16 Upper Devonian wells and 45 Ohio Utica wells. The Company also intends to spend approximately $0.2 billion for acreage fill-ins, bolt-on leasing and other items. Estimated sales volumes are expected to be 1,520 - 1,560 Bcfe for 2018.

The 2018 drilling program is expected to support a 15% increase in production sales volume in 2019 over our 2018 expected sales volumes with total NGLs volumes expected to be 12,300 - 12,600 Mbbls. To support continued growth in production, the Company plans to invest approximately $1.5 billion on midstream infrastructure through EQM in 2018, including capital contributions to the MVP Joint Venture of $1.1 billion. RMP investments in organic projects are expected to total approximately $260 million in 2018, including $215 million for gathering and compression and $45 million for water infrastructure.

The 2018 capital investment plan for EQT Production is expected to be funded by cash generated from operations and cash on hand. EQM's available sources of liquidity include cash on hand and generated from operations, borrowings under its credit facilities, debt offerings and issuances of additional EQM partnership interests. RMP's 2018 capital investment plan is expected to be funded by cash generated from operations and borrowings under its credit facility.

The Company’s revenues, earnings, liquidity and ability to grow are substantially dependent on the prices it receives for, and the Company’s ability to develop its reserves of, natural gas and NGLs. Due to the volatility of commodity prices, the Company is unable to predict future potential movements in the market prices for natural gas, including Appalachian and other market point basis, and NGLs and thus cannot predict the ultimate impact of prices on its operations.

The Company's 2018 capital expenditure forecast for well development is 59% higher than its 2017 well development spending. Changes in natural gas, NGLs and oil prices could affect, among other things, the Company's development plans, which would increase or decrease the pace of the development and the level of the Company's reserves, as well as the Company's revenues, earnings or liquidity. Lower prices could also result in non-cash impairments in the book value of the Company’s oil and gas

properties, goodwill or other long lived intangible assets or downward adjustments to the Company’s estimated proved reserves. Any such impairment and/or downward adjustment to the Company’s estimated reserves could potentially be material to the Company.

Impairment of Oil and Gas Properties and Goodwill

See “Critical Accounting Policies and Estimates” and Note 1 to the Consolidated Financial Statements for a discussion of the Company’s accounting policies and significant assumptions related to impairment of the Company’s oil and gas properties. Due to declines in the five-year NYMEX forward strip prices during 2015properties and into 2016, the Company determined that indicators of potential impairment existed for certain of the Company’s proved oil and gas properties in those years. No indicators of impairment were identified as of December 31, 2017. Although the Company did not have indicators of impairment or record an impairment on its oil and gas producing properties during 2017, all other things being equal, a further decline in the average five-year NYMEX forward strip price in a future period may cause the Company to recognize impairments on non-core assets, including the Company's assets in the Huron play, which had a carrying value of approximately $3 billion at December 31, 2017.goodwill.

See “Critical Accounting Policies and Estimates” for a discussion of the Company’s accounting policies and significant assumptions related to evaluating the Company’s goodwill for impairment. The Company evaluated goodwill for impairment at December 31, 2017 and determined there was no indicator of impairment. We use a combination of the income and market approach to estimate the fair value of a reporting unit. The fair value estimation process requires considerable judgment and determining the fair value is sensitive to changes in assumptions impacting management’s estimates of future financial results as well as other assumptions such as movement in the Company's stock price, weighted-average cost of capital, terminal growth rates and industry multiples. Although we believe the estimates and assumptions used in estimating the fair value are reasonable and appropriate, different estimates and assumptions could materially impact the calculated fair value of the reporting units. Additionally, future results could differ from our current estimates and assumptions. Any potential change in such estimates and assumptions would have an impact on the results of operations and financial position. Due to the uncertainty inherent in, and the interdependence of, the assumptions of underlying assets and goodwill impairment determinations, the Company cannot predict if future impairment charges will be recognized and, if so, an estimate of the impairment charges that would be recorded in any future period.

See “NaturalItem 1A, "Risk Factors - Natural gas, NGLs and oil price declines have resulted in impairment of certain of our non-core assets. Future declines in commodity prices, increases in operating costs or adverse changes in well performance or impairment of goodwill and other long lived intangible assets may result in additional write-downs of the carrying amounts of our assets, including long lived intangible assets, which could materially and adversely affect our results of operations in future periods. under Item 1A, “Risk Factors.”

Capital Resources and Liquidity
 
The Company’s primary sourcesStatement of Consolidated Cash Flows has not been restated for discontinued operations, therefore the discussion below concerning cash forfrom operating activities, investing activities and financing activities includes the year ended December 31, 2017 were proceeds fromresults of both continuing and discontinued operations through the 2017 Notes Offering (defined incompletion of the Separation and Distribution on November 12, 2018. See Note 152 to the Consolidated Financial Statements), borrowings on credit facilities andStatements for amounts attributable to discontinued operations which are included in the Statements of Consolidated Cash Flows.

Although the Company cannot provide any assurance, it believes cash flows from operating activities whileand availability under the primary usesrevolving credit facility should be sufficient to meet the Company's cash requirements inclusive of, cash were for redemptions and repayments of Rice's Senior Notes and credit facilities in connection with the closing of the Rice Merger,but not limited to, normal operating needs, debt service obligations, planned capital expenditures and commitments for at least the cash portion of the Merger Consideration for the Rice Merger, and redemptions of Company Senior Notes.next 12 months.

Operating Activities

Net cash provided by operating activities increased $1,338.6 million for 2018 as compared to 2017. The Company’s netincrease was primarily driven by higher operating revenues partly offset by increased cash operating expenses for which contributing factors are discussed in the "Consolidated Results of Operations" section herein, the timing of payments between the two periods and cash settlements paid on derivatives not designated as hedges.

Net cash provided by operating activities increased $573.4 million from full year 2016for 2017 as compared to full year 2017.2016. The increase in cash flows provided by operating activities was primarily driven by higher operating income for which contributing factors are discussed in the "Consolidated Results of Operations" and "Business Segment Results of Operations" sectionssection herein and the timing of payments between the two periods, partly offset by lower cash settlements received on derivatives not designated as hedges.

The Company’s net cash provided by operating activities decreased by $152.6 million from full year 2015 to full year 2016. The decrease in cash flows provided by operating activities was primarily the result of a lower commodity price and higher operating expenses, partly offset by higher production sales volumes, cash settlements on derivatives not designated as hedges, decreases in cash paid for income taxes and the timing of payments between periods.

The Company's cash flows from operating activities will be impacted by future movements in the market price for commodities. The Company is unable to predict these future price movements outside of the current market view as reflected in forward strip pricing. Refer to "NaturalItem 1A, "Risk Factors - Natural gas, NGLs and oil price volatility, or a prolonged period of low natural gas, NGLs and oil prices, may have an adverse effect upon our revenue, profitability, future rate of growth, liquidity and financial position." under Item 1A, "Risk Factors" for further information.


Investing Activities

Cash flowsNet cash used in investing activities totaled $4,127.1decreased $223.0 million for 2018 as compared to 2017. The decrease was primarily due to investment in the Rice Merger in 2017, a decrease in capital expenditures for other property acquisitions and proceeds from the 2018 Divestitures partly offset by an increase in capital expenditures primarily for reserve development and midstream infrastructure attributable to discontinued operations, higher capital contributions to Mountain Valley Pipeline, LLC (the MVP Joint Venture) and cash received from the sale of trading securities in 2017.

Net cash used in investing activities increased $1,315.6 million for 2017 as compared to $2,961.5 million for 2016. The $1,165.6 million increase was primarily due to investment in the Rice Merger, an increase in capital expenditures primarily for drilling and completions spending,reserve development and higher capital contributions to the MVP Joint Venture, partly offset by a decrease in capital expenditures for other property acquisitions, cash received from the sale of trading securities and lower EQM capital expenditures.

On November 13, 2017, in conjunction with the Rice Merger, each share of the common stock, par value $0.01 per share, of Rice (the Rice Common Stock) issued and outstanding immediately priorexpenditures on midstream infrastructure attributable to the Effective Time was converted into the right to receive 0.37 (the Exchange Ratio) of a share of the common stock, no par value, of the Company (Company Common Stock) and $5.30 in cash (collectively, the Merger Consideration). The aggregate Merger Consideration consisted of approximately 91 million shares of Company Common Stock and approximately $1.6 billion in cash (net of cash acquired and inclusive of amounts payable to employees of Rice who did not continue with the Company following the Effective Time).discontinued operations. See Note 23 to the Consolidated Financial Statements for further discussion of the Rice Merger.

Cash flows used in investing activities totaled $2,961.5 million for 2016 as compared to $2,525.6 million for 2015. The $435.9 million increase was primarily due to an increase in capital expenditures for acquisitions of $1,051.2 million and investments in trading securities of $288.8 million, partly offset by a reduction in the drilling and completions capital expenditures. During 2016, the Company invested in trading securities, which consist of liquid debt securities carried at fair value, to maximize returns. The Company also placed $75.0 million of the proceeds received from the sale of a gathering system into restricted cash for a potential like-kind exchange for tax purposes.

Capital Expenditures
(in millions)
 2017 Actual 2016 Actual 2015 Actual
Well development (primarily drilling and completion)1,385
 783
 1,670
Property acquisitions1,007
 1,284
 182
Other Production infrastructure38
 7
 41
EQM Gathering197
 295
 226
EQM Transmission111
 292
 204
RMP Gathering28
 
 
RMP Water6
 
 
Other corporate items7
 7
 21
Total$2,779
 $2,668
 $2,344
Less: non-cash *9
 77
 (90)
     Total cash capital expenditures$2,770
 $2,591
 $2,434
 Years Ended December 31,
 2018 2017 2016
 (Millions)
Reserve development$2,255
 $1,208
 $623
Land and lease228
 178
 124
Capitalized overhead130
 115
 115
Capitalized interest29
 21
 19
Other production infrastructure42
 43
 36
Property acquisitions48
 829
 1,160
Other corporate items7
 13
 3
    Total capital expenditures from continuing operations$2,739
 $2,407
 $2,080
Midstream infrastructure (a)733
 380
 585
Total capital expenditures$3,472
 $2,787
 $2,665
Less: non-cash (b)(260) 17
 74
     Total cash capital expenditures$3,732
 $2,770
 $2,591
 
*Represents the net impact of non-cash capital expenditures including capitalized non-cash stock-based compensation expense and accruals. The impact of accrued capital expenditures includes the reversal of the prior period accrual as well as the current period estimate, both of which are non-cash items. The year ended December 31, 2017 included $10.0 million of non-cash capital expenditures related to 2017 acquisitions and $(14.3) million of measurement period adjustments for 2016 acquisitions. The year ended December 31, 2016 included $87.6 million of non-cash capital expenditures related to 2016 acquisitions.
(a)Capital expenditures related to midstream infrastructure are presented as discontinued operations as described in Note 2 to the Company’s Consolidated Financial Statements.
(b)Represents the net impact of non-cash capital expenditures including capitalized non-cash share-based compensation expense, accruals and receivables from working interest partners. 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. The year ended December 31, 2017 included $10.0 million of non-cash capital expenditures related to 2017 acquisitions and $(14.3) million of measurement period adjustments for 2016 acquisitions. The year ended December 31, 2016 included $87.6 million of non-cash capital expenditures related to 2016 acquisitions.

The Company has forecast aspud 153 gross wells in 2018, capital expenditure spending plan of approximately $2.4 billion for EQT Production, which includes $2.2 billion for well development (primarily drillingincluding 117 horizontal Marcellus wells, 5 horizontal Upper Devonian wells and completion) and $0.2 billion for acreage fill-ins, bolt-on leasing and other items. The Company has also forecast an EQM 2018 capital expenditure spending plan of approximately $1.5 billion on midstream infrastructure including capital contributions to MVP and an RMP 2018 capital expenditure spending plan of approximately $260 million for gathering infrastructure and water infrastructure.

Capital expenditures for drilling and development totaled $1,385 million and $783 million during 2017 and 2016, respectively.31 horizontal Utica wells. The Company spud 201 gross wells in 2017, including 144 horizontal Marcellus wells, 49 horizontal Upper Devonian wells, seven horizontal Ohio Utica wells and one other well. The Company spud 135 gross wells in 2016, including 117 horizontal Marcellus wells, 13 horizontal Upper Devonian wells and 4four horizontal Utica wells. The increase in capital expenditures for well development in 2018 was driven primarily by the timing of drilling and completions activities between years, service cost increases and inefficiencies resulting from higher activity levels and the learning curve on ultra-long laterals, partly offset by a decrease in property acquisitions. The increase in capital expenditures for well development in 2017 was driven primarily by the timing of drilling and completions activities between years and an increase in

wells spud. Capital expenditures for 2017 also included $1,007 million for property acquisitions, compared to $1,284 million of capital expendituresspud, partly offset by a decrease in 2016 for property acquisitions. These acquisitions are discussed in Note 10 to the Consolidated Financial Statements.

Capital expenditures for drilling and development totaled $783 million and $1,670 million during 2016 and 2015, respectively. The Company spud 161 gross wells in 2015, including 133 horizontal Marcellus wells, 24 horizontal Upper Devonian wells and 4 other wells, including 2 Utica wells. The decrease in capital expenditures for well development in 2016 was driven primarily by the timing of drilling and completions activities between years, a decrease in wells spud, lower costs per well and operational efficiencies. Capital expenditures for 2016 also included $1,284 million for property acquisitions, compared to $182 million of capital expenditures in 2015 for property acquisitions. The Company executed multiple large transactions during 2016 that resulted in the Company's acquisition of approximately 122,100 net Marcellus acres located primarily in northern West Virginia and southwestern Pennsylvania discussed in Note 107 to the Consolidated Financial Statements.

Capital expenditures for the EQM gathering and transmission operations totaled $308 million for 2017 and $587 million for 2016,midstream infrastructure are primarily related to expansion capital expenditures. Expansion capital expenditures, which are expenditures incurred for capital improvements that EQM expects to increase its operating income or operating capacity over the long term. ThisThe increase in expansion capital expenditures in 2018 as compared to 2017 primarily related to new gathering and transmission expansion projects in 2018, including the the Hammerhead project, the Equitrans, L.P. expansion project and various

wellhead gathering expansion projects. The decrease in expansion capital expenditures in 2017 as compared to 2016 primarily related to OVC,the Ohio Valley Connector, which was placed into service in the fourth quarter of 2016.

Capital expenditures for the gathering, transmission and storage operations totaled $430 million for 2015, primarily related to expansion capital expenditures.

Financing Activities

Cash flows provided by financing activities totaled $859.0 million for 2018 as compared to $1,533.1 million for 20172017. During 2018, the primary source of financing cash flows was net proceeds from an EQM senior notes offering and the primary uses of financing cash flows were repurchases and retirements of common stock, distributions to noncontrolling interests, net repayments of credit facility borrowings, EQM's acquisition of a 25% ownership interest in Strike Force Midstream LLC, net cash transferred as compared to $1,399.5 millionpart of the Separation and Distribution, dividends paid and cash paid for 2016.taxes on share-based incentive awards. During 2017, the Company's primary sources of financing cash flows were net proceeds from the 2017 Notes Offering (defined in Note 1510 to the Consolidated Financial Statements) and net borrowings on credit facilities. The primary financing uses of financing cash flows during 2017 were redemptions and repayment of Rice's Senior Notes and credit facilitiesdebt in connection with the closing of the Rice Merger, redemption of the Company's Senior Notes and distributions to noncontrolling interests.

On January 17, 2018,16, 2019, the Board of Directors of the Company declared a regular quarterly cash dividend of three cents per share, payable March 1, 2018,2019, to the Company’s shareholders of record at the close of business on February 14, 2018.

On January 18, 2018, the Board of Directors of EQGP's general partner declared a cash distribution to EQGP's unitholders for the fourth quarter of 2017 of $0.244 per common unit, or approximately $64.9 million. The cash distribution will be paid on February 23, 2018 to unitholders of record, including the Company, at the close of business on February 2, 2018.

On January 18, 2018, the Board of Directors of EQM’s general partner declared a cash distribution to EQM’s unitholders for the fourth quarter of 2017 of $1.025 per common unit. The cash distribution was paid on February 14, 2018 to unitholders of record, including EQGP, at the close of business on February 2, 2018. Cash distributions by EQM to EQGP were approximately $65.7 million consisting of: $22.4 million in respect of its limited partner interest, $2.2 million in respect of its general partner interest and $41.1 million in respect of its IDRs in EQM.

On January 18, 2018, the Board of Directors of RMP’s general partner declared a cash distribution to RMP’s unitholders for the fourth quarter of 2017 of $0.2917 per common and subordinated unit.  The cash distribution was paid on February 14, 2018 to unitholders of record, including Rice Midstream GP Holdings, LP (RMGP), which is an indirect wholly owned subsidiary of EQT, at the close of business on February 2, 2018.  Cash distributions by RMP to RMGP were approximately $11.4 million, consisting of $8.4 million in respect of its limited partner interest and $3 million in respect of its IDRs in RMP.15, 2019.

Cash flows provided by financing activities totaled $1,533.1 million for 2017 as compared to $1,399.5 million for 2016 as compared to $1,832.5 million for 2015.2016. During 2016, the Company's primary sources of financing cash flows were net proceeds from its public offerings of common stock, and from EQM's public offerings of its common units under EQM’s $750 million at-the-market (ATM) common unit offering program (the EQM $750 Million ATM Program), as well asand proceeds received from the issuance of EQM Senior Notes.senior notes. The primary financing uses of cash during 2016 were net credit facility repayments under the EQM credit facility, distributions to noncontrolling interests, taxes related to the vesting or exercise of equity awards and dividends. In 2015, the Company’s primary sources of financing cash flows were the issuance of EQM and EQGP common units and net borrowings on EQM’s credit facility while the primary uses of financing cash flows during 2016 were net EQM credit facility repayments of Senior Notes and distributions to noncontrolling interests.

The Company may from time to time seek to repurchase its outstanding debt securities. Such repurchases, if any, will depend on prevailing market conditions, the Company's liquidity requirements, contractual and legal restrictions and other factors.

Revolving Credit FacilitiesFacility
 
EQTThe Company primarily utilizes borrowings under its revolving credit facilitiesfacility to fund working capital needs, timing differences between capital expenditures in excess ofand other cash flowuses and cash flows from operating activities until the expenditures can be permanently financed and to fund required margin deposits on derivative commodity instruments. Margin deposit requirements vary based on natural gas commodity prices, the Company's credit ratings and the amount and type of derivative commodity instruments. During the year ended December 31, 2017, the Company also borrowed under the Company's $2.5 billion revolving credit facility to fund a portion of the cash Merger Consideration and pay expenses related to the Rice Merger. In addition, upon the closing of the Rice Merger on November 13, 2017, certain existing letters of credit issued for the account of Rice and its subsidiaries were transferred to the Company's $2.5 billion credit facility.

See Note 1410 to the Consolidated Financial Statements for further discussion of EQT's, EQM's and RMP'sthe Company's credit facilities. See also the discussion of the revolving loan agreement between EQT and EQM in Note 4 to the Consolidated Financial Statements.facility.

Security Ratings and Financing Triggers
 
The table below reflects the credit ratings for debt instruments of the Company at December 31, 2017.2018.  Changes in credit ratings may affect the Company’s cost of short-term debt through interest rates and fees under its lines of credit. These ratings may also affect collateral requirements under derivative instruments, pipeline capacity contracts joint venture arrangements and subsidiary construction contracts, rates available on new long-term debt and access to the credit markets.
Rating Service 
Senior 
Notes
 Outlook
Moody’s Investors Service (Moody's) Baa3 Stable
Standard & Poor’s Ratings Service (S&P) BBBBBB- NegativeStable
Fitch Ratings Service (Fitch) BBB- Stable

The table below reflects the credit ratings for debt instruments of EQM at December 31, 2017.  Changes in credit ratings may affect EQM’s cost of short-term debt through interest rates and fees under its lines of credit. These ratings may also affect collateral requirements under joint venture arrangements and subsidiary construction contracts, rates available on new long-term debt and access to the credit markets.
Rating Service
Senior
Notes
Outlook
Moody'sBa1Stable
S&PBBB-Stable
FitchBBB-Stable
RMP has no long-term debt and is not currently rated by Moody’s, S&P, or Fitch.

The Company’s and EQM’s credit ratings are subject to revision or withdrawal at any time by the assigning rating organization, and each rating should be evaluated independently of any other rating. The Company and EQM cannot ensure that a rating will remain in effect for any given period of time or that a rating will not be lowered or withdrawn by a credit rating agency if, in its judgment, circumstances so warrant. If any credit rating agency downgrades the ratings, particularly below investment grade, the Company’s or EQM’s access to the capital markets may be limited, borrowing costs and margin deposits on the Company’s derivative contracts would increase, counterparties may request additional assurances, including collateral, and the potential pool of investors and funding sources may decrease. The required margin on the Company’s derivative instruments is also subject to significant change as a result of factors other than credit rating, such as gas prices and credit thresholds set forth in agreements between the hedging counterparties and the Company. Investment grade refers to the quality of a company's credit as assessed by one or more credit rating agencies. In order to be considered investment grade, a company must be rated BBB- or higher by S&P, Baa3 or higher by Moody's, and BBB- or higher by Fitch. Anything below these ratings is considered non-investment grade.

 
The Company’s debt agreements and other financial obligations contain various provisions that, if not complied with, could result in termination of the agreements, require early payment of amounts outstanding or similar actions.  The most significant covenants and events of default under the debt agreements relate to maintenance of a debt-to-total capitalization ratio, limitations on transactions with affiliates, insolvency events, nonpayment of scheduled principal or interest payments, acceleration of other financial obligations and change of control provisions.  The Company’s credit facility contains financial covenants that require a

total debt-to-total capitalization ratio no greater than 65%.  The calculation of this ratio excludes the effects of accumulated other comprehensive income (OCI). As of December 31, 2017,2018, the Company was in compliance with all debt provisions and covenants.
EQM’s debt agreements and other financial obligations contain various provisions that, if not complied with, could result in termination of the agreements, require early payment of amounts outstanding or similar actions. The most significant covenants and events of default under the debt agreements relate to maintenance of a permitted leverage ratio, limitations on transactions with affiliates, limitations on restricted payments, insolvency events, nonpayment of scheduled principal or interest payments, acceleration of and certain other defaults under other financial obligations and change of control provisions. Under EQM's $1 billion credit facility, EQM is required to maintain a consolidated leverage ratio of not more than 5.00 to 1.00 (or not more than 5.50 to 1.00 for certain measurement periods following the consummation of certain acquisitions). As of December 31, 2017, EQM was in compliance with all debt provisions and covenants.

The RMP credit facility contains various provisions that, if not complied with, could result in termination of the agreement, require early payment of amounts outstanding or similar actions. The most significant covenants and events of default under the RMP credit facility relate to maintenance of certain financial ratios, as described below, limitations on certain investments and acquisitions, limitations on transactions with affiliates, limitations on restricted payments, limitations on the incurrence of additional indebtedness, insolvency events, nonpayment of scheduled principal or interest payments, acceleration of and certain other defaults under other financial obligations and change of control provisions. The RMP credit facility requires RMP to maintain the following financial ratios:

an interest coverage ratio of at least 2.50 to 1.0;

a consolidated total leverage ratio of not more than 4.75 to 1.0, and after electing to issue senior unsecured notes, a consolidated total leverage ratio of not more than 5.25 to 1.0 (with certain increases for measurement periods following the completion of certain acquisitions); and

if RMP elects to issue senior unsecured notes, a consolidated senior secured leverage ratio of not more than 3.50 to 1.0.

As of December 31, 2017, RMP and RMP OpCo were in compliance with all credit facility provisions and covenants.    

EQM ATM Program

During 2015, EQM entered into an equity distribution agreement that established the EQM $750 million ATM Program. EQM had approximately $443 million in remaining capacity under the program as of February 15, 2018.

RMP ATM Program

During 2016, RMP entered into an equity distribution agreement that established the RMP $100 million ATM equity distribution program. RMP had approximately $83.7 million in remaining capacity under the program as of February 15, 2018.


Commodity Risk Management

The substantial majority of the Company’s commodity risk management program is related to hedging sales of the Company’s produced natural gas.  The Company’s overall objective in this hedging program is to protect cash flow from undue exposure to the risk of changing commodity prices. The derivative commodity instruments currently utilized by the Company are primarily NYMEX swaps, collarscalls and options.puts.

As of January 31, 2018,2019, the approximate volumes and prices of the Company’s derivative commodity instruments hedging sales of produced gas for 2018NYMEX hedge positions through 2020 were:2023 are:
  2018 (a)(b)(c) 2019 (b) 2020
NYMEX Swaps  
  
  
Total Volume (Bcf) 541
 234
 234
Average Price per Mcf (NYMEX) (d) $3.14
 $3.03
 $3.05
Collars      
Total Volume (Bcf) 117
 66
 
Average Floor Price per Mcf (NYMEX) (d) $3.28
 $3.15
 $
Average Cap Price per Mcf (NYMEX) (d) $3.78
 $3.68
 $
Puts (Long)      
Total Volume (Bcf) 10
 7
 
Average Floor Price per Mcf (NYMEX)* $2.91
 $2.94
 $
  2019 (a) 2020 2021 2022 2023
Swaps  
  
  
    
Volume (MMDth) 751
 567
 296
 136
 61
Average Price($/Dth) $2.94
 $2.82
 $2.78
 $2.75
 $2.74
Calls - Net Short          
Volume (MMDth) 336
 157
 37
 22
 7
Average Short Strike Price ($/Dth) $3.38
 $3.15
 $3.25
 $3.20
 $3.18
Puts - Net Long          
Volume (MMDth) 40
 
 10
 
 
Average Long Strike Price ($/Dth) $2.97
 $
 $2.71
 $
 $
Fixed Price Sales (b)          
Volume (MMDth) 123
 10
 
 
 
Average Price ($/Dth) $3.01
 $2.77
 $
 $
 $
 
(a)     Full year 2018
(b)(a)The Company also sold calendarFull year 2018 and 2019 calls for approximately 64 Bcf and 45 Bcf, respectively, at strike prices of $3.49 per Mcf and $3.69 per Mcf, respectively.
(c)     For 2018, the Company also sold puts for approximately 3 Bcf at a strike price of $2.63 per Mcf.
(d)The average price is based on a conversion rate of 1.05 MMBtu/Mcf.
The Company also enters into fixed price natural gas sales agreements that are satisfied by physical delivery.(b) The difference between these sales pricesthe fixed price and NYMEX are included in average differential on the Company'sCompany’s price reconciliation under "Consolidated Operational Data".Results of Operations." The Company has fixed price physicalnatural gas sales for 2018agreements can be physically or financially settled.
For 2019, 2020, 2021, 2022 and 2019 of 121 Bcf and 37 Bcf, respectively, at average NYMEX prices of $2.93 per Mcf and $3.04 per Mcf, respectively. For 2018,2023, the Company has a natural gas sales agreementagreements for approximately 35 Bcf per year33 MMDth, 13 MMDth, 18MMDth, 18MMDth and 18MMDth, respectively, that includes ainclude average NYMEX ceiling priceprices of $4.88 per Mcf. For 2018, 2019$3.37, $3.68, $3.17, $3.17 and 2020, the Company has a natural gas sales agreement for approximately 49 Bcf per year that includes a NYMEX ceiling price of $3.36 per Mcf. For 2018, 2019 and 2020, the Company also has a natural gas sales agreement for approximately 7 Bcf per year that includes a NYMEX floor price of $2.16 per Mcf and a NYMEX ceiling price of $4.47 per Mcf.$3.17, respectively. Currently, the Company has also entered into derivative instruments to hedge basis and a limited number of contracts to hedge its NGLs exposure. The Company may also use other contractual agreements in implementing its commodity hedging strategy.
 
See Item 7A, “Quantitative and Qualitative Disclosures About Market Risk,” and Note 75 to the Consolidated Financial Statements for further discussion of the Company’s hedging program.


Other Items
 
Off-Balance Sheet Arrangements
 
In connection with the sale of its NORESCO domestic operations in December 2005, the Company agreed to maintain in place guarantees of certain warranty obligations of NORESCO.  The savings guarantees provided that once the energy-efficiency construction was completed by NORESCO, the customer would experience a certain dollar amount of energy savings over a period of years.  The undiscounted maximum aggregate payments that may be due related to these guarantees were approximately $95 million as of December 31, 2017, extending at a decreasing amount for approximately 11 years.

As of December 31, 2017, EQM had issued a $91 million performance guarantee in favor of the MVP Joint Venture to provide performance assurances for MVP Holdco's obligations to fund its proportionate share of the construction budget for the MVP.


The NORESCO guarantees and the MVP Guarantee are exempt from ASC Topic 460, Guarantees.  The Company has determined that the likelihood it will be required to perform on these arrangements is remote and any potential payments are expected to be immaterial to the Company’s financial position, results of operations and liquidity.  As such, the Company has not recorded any liabilities in its Consolidated Balance Sheets related to these guarantees.

Rate Regulation
As described under “Regulation” in Item 1, “Business,” the Company’s transmission and storage operations and a portion of its gathering operations are subject to various forms of rate regulation.  As described inSee Note 116 to the Consolidated Financial Statements regulatory accounting allows the Company to defer expenses and income as regulatory assets and liabilities which reflect future collections or payments through the regulatory process.  The Company believes that it will continue to be subject to rate regulation that will provide for the recoveryfurther discussion of the deferred costs. See “Our need to comply with comprehensive, complex and sometimes unpredictable government regulations may increase our costs and limit our revenue growth, which may result in reduced earnings.” in Item 1A, “Risk Factors” for potential risks related to the regulation of rates by the FERC.

Company’s guarantees.

Schedule of Contractual Obligations

The table below presents the Company’s long-term contractual obligations as of December 31, 20172018 in total and by periods. Purchase obligations exclude the Company’s contractual obligations relating to its binding precedent agreements and other natural gas transmission and gathering capacity agreements with EQM, for which future payments related to such agreements totaled $5.6 billion as of December 31, 2017. These capacity commitments have terms extending up to 20 years. Purchase obligations also exclude future capital contributions to the MVP Joint Venture and purchase obligations of the MVP Joint Venture.
 Total 2018 2019-2020 2021-2022 2023+ Total 2019 2020-2021 2022-2023 2024+
 (Thousands) (Thousands)
Purchase obligations (a) $16,616,818
 $824,813
 $2,045,143
 $2,004,729
 $11,742,133
 $23,566,215
 $1,363,229
 $3,458,560
 $3,536,351
 $15,208,075
Senior Notes 5,618,200
 8,000
 1,711,200
 1,524,000
 2,375,000
Interest payments on Senior Notes (b) 1,515,749
 241,748
 449,128
 333,269
 491,604
Long-term debt, including current portion 4,724,920
 704,661
 1,795,421
 771,354
 1,453,484
Interest payments on debt (b)
 797,638
 163,134
 255,842
 143,682
 234,980
Credit facility borrowings (c) 1,761,000
 
 286,000
 1,475,000
 
 800,000
 
 
 800,000
 
Operating leases (d) 231,515
 70,887
 64,779
 27,185
 68,664
 109,853
 70,248
 16,816
 16,797
 5,992
Water infrastructure (e) 19,547
 
 
 
 19,547
Other liabilities (f) 78,748
 30,949
 47,799
 
 
Other liabilities (e)
 50,809
 12,990
 28,976
 1,786
 7,057
Total contractual obligations $25,841,577
 $1,176,397
 $4,604,049
 $5,364,183
 $14,696,948
 $30,049,435
 $2,314,262
 $5,555,615
 $5,269,970
 $16,909,588
 

(a)Purchase obligations are primarily commitments for demand charges under existing long-term contracts and binding precedent agreements with various unconsolidated pipelines, including commitments from the Company to the MVP Joint Venture, some of which extend up to 20 years or longer. The Company has entered into agreements to release some of its capacity to various third parties.capacity. Purchase obligations also include commitments with third parties for processing capacity in order to extract heavier liquid hydrocarbons from the natural gas stream.
(b)Interest payments exclude interest related to the credit facility borrowings and the Floating Rate Notes (defined in Note 1510 to the Consolidated Financial Statements) as the interest rates on the Company's EQM's and RMP's credit facilitiesfacility and the Floating Rate Notes are variable.
(c)Credit facility borrowings were classified based on the termination dates of the Company's EQM's and RMP's credit facilities.facility.
(d)Operating leases are primarily entered into for various office locations and warehouse buildings, as well as dedicated drilling rigs in support of the Company’s drilling program. The obligations for the Company’sprogram and various office locations and warehouse buildings totaled approximately $139.2 million as of December 31, 2017.buildings. The Company has agreements with several drillers to provide drilling equipment and services to the Company over the next four years.year. These obligations totaledwere approximately $92.3$60.0 million as of December 31, 2017. As2018. The obligations for the Company’s various office locations and warehouse buildings were approximately $49.8 million as of December 31, 2017, the Company had eight horizontal drilling rigs under contract, and an additional horizontal rig will become active on April 1, 2018. All of these will expire in 2019 with dates in this order: June 30, July 31, August 31 (2), September 30, October 31, November 30 and December 31 (2). The Company also had seven tophole drilling rigs under contract, six of which expire in 2018 and one that expires in 2019. Of the six tophole rigs that expire in 2018, the dates are in this order: January 3, February 3, February 25, June 2, August 27 and December 22. The expiration date for the tophole rig in 2019 is March 29. These drilling obligations have been included in the table above. The values in the table represent the gross amounts that the Company is committed to pay as operator. However, the Company will record in the Consolidated Financial Statements the Company's proportionate share of the amounts shown based on its working interest.
(e) See Note 20 for additional information.
(f)(e)The otherOther liabilities lineprimarily represents commitments for total estimated payouts as of December 31, 2018 for the 2017various EQT Value Driver Award Program, 2017 Incentive PSU Program, 2017 restrictedliability stock unit liability awards, 2016 EQT Value Driver Award Program and 2016 restricted stock unit liability awards.award plans. See “Critical Accounting Policies and Estimates” below and Note 1813 to the Consolidated Financial Statements for further discussion regarding factors that affect the ultimate amount of the payout of these obligations.

As discussed in Note 119 to the Consolidated Financial Statements, the Company had a total reserve for unrecognized tax benefits at December 31, 20172018 of $301.6$315.3 million, of which $84.1$88.2 million is offset against deferred tax assets since it would primarily reduce the alternative minimumgeneral business tax credit carryforwards. The Company is currently unable to make reasonably reliable estimates of the period of cash settlement of these potential liabilities with taxing authorities; therefore, this amount has been excluded from the schedule of contractual obligations.


Commitments and Contingencies
 
In the ordinary course of business, various legal and regulatory claims and proceedings are pending or threatened against the Company.  While the amounts claimed may be substantial, the Company is unable to predict with certainty the ultimate outcome of such claims and proceedings.  The Company accrues legal and other direct costs related to loss contingencies when actually incurred.  The Company has established reserves it believes to be appropriate for pending matters and, after consultation with counsel and giving appropriate consideration to available insurance, the Company believes that the ultimate outcome of any matter currently pending against the Company will not materially affect the Company’s financial position,condition, results of operations or liquidity.

See Note 2015 to the Consolidated Financial Statements for further discussion of the Company’s commitments and contingencies. See also the discussion of the revolving loan agreement between EQT and EQM in Note 4 to the Consolidated Financial Statements.


Recently Issued Accounting Standards

The Company's recently issued accounting standards are described in Note 1 to the Consolidated Financial Statements included in Item 8 of this Annual Report on Form 10-K.

Critical Accounting Policies and Estimates
 
The Company’s significant accounting policies are described in Note 1 to the Consolidated Financial Statements.  The discussion and analysis of the Consolidated Financial Statements and results of operations are based upon the Company’s Consolidated Financial Statements, which have been prepared in accordance with United States GAAP.  The preparation of the Consolidated Financial Statements requires management to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses and the related disclosure of contingent assets and liabilities.  The following critical accounting policies, which were reviewed by the Company’s Audit Committee, relate to the Company’s more significant judgments and estimates used in the preparation of its Consolidated Financial Statements.  Actual results could differ from those estimates.
 
Accounting for Oil and Gas Producing Activities:  The Company uses the successful efforts method of accounting for its oil and gas producing activities. 
 
The carrying values of the Company’s proved oil and gas properties are reviewed for impairment generally on a field-by-field basis when events or circumstances indicate that the remaining carrying value may not be recoverable. The estimated future cash flows used to test those properties for recoverability are based on proved and, if determined reasonable by management, risk-adjusted probable reserves, utilizing assumptions generally consistent with the assumptions utilized by the Company's management for internal planning and budgeting purposes, including, among other things, the intended use of the asset, anticipated production from reserves, future market prices for natural gas, NGLs and oil, adjusted accordingly for basis differentials, future operating costs and inflation, some of which are interdependent.  Proved oil and gas properties that have carrying amounts in excess of estimated future cash flows are written down to fair value, which is estimated by discounting the estimated future cash flows using discount rates and other assumptions that marketplace participants would use in their estimates of fair value.

Capitalized costs of unproved oil and gas properties are evaluated at least annually for recoverability on a prospective basis.  Indicators of potential impairment include changes in development plans resulting frombrought about by economic factors, potential shifts in business strategy employed by management and historical experience.  The likelihood of an impairment of unproved oil and gas properties increases as the expiration of a lease term approaches if drilling activity has not commenced. If it is determined that the properties willCompany does not yield proved reservesintend to drill on the property prior to their expirations,expiration or does not have the related costs are expensed inintent and ability to extend, renew, trade, or sell the period in which that determinationlease prior to expiration, an impairment expense is made. recorded.

 The Company believes that the accounting estimate related to the accounting for oil and gas producing activities is a “critical accounting estimate” as the evaluations of impairment of proved properties involve significant judgment about future events such as future sales prices of natural gas and NGLs, future production costs, estimates of the amount of natural gas and NGLs recorded and the timing of those recoveries. See "Impairment of Oil and Gas Properties and Goodwill" above and Note 1 to the Consolidated Financial Statements for additional information regarding the Company’s impairments of proved and unproved oil and gas properties.
 
Oil and Gas Reserves:  Proved oil and gas reserves, as defined by SEC Regulation S-X Rule 4-10, are those quantities of oil and gas which, by analysis of geoscience and engineering data, can be estimated with reasonable certainty to be economically producible from a given date forward, from known reservoirs and under existing economic conditions, operating methods and government regulations prior to the time at which contracts providing the right to operate expire, unless evidence indicates that renewal is reasonably certain, regardless of whether deterministic or probabilistic methods are used for the estimation.
 

The Company’s estimates of proved reserves are made and reassessed annually using geological and reservoir data as well as production performance data. Reserve estimates are prepared and updated by the Company’s engineers and audited by the Company’s independent engineers.  Revisions may result from changes in, among other things, reservoir performance, development plans, prices, operating costs, economic conditions and governmental restrictions.  Decreases in prices, for example, may cause a reduction in some proved reserves due to reaching economic limits sooner.  A material change in the estimated volumes of reserves could have an impact on the depletion rate calculation and the Company's financial statements.
 
The Company estimates future net cash flows from natural gas, NGLs and oil reserves based on selling prices and costs using a 12-month average price, calculated as the unweighted arithmetic average of the first-day-of-the-month price for each month within the 12-month period, which is subject to change in subsequent periods.  Operating costs, production and ad valorem taxes and future development costs are based on current costs with no escalation.  Income tax expense is computed using future

statutory tax rates and giving effect to tax deductions and credits available under current laws and which relate to oil and gas producing activities.
 
The Company believes that the accounting estimate related to oil and gas reserves is a “critical accounting estimate” because the Company must periodically reevaluate proved reserves along with estimates of future production rates, production costs and the estimated timing of development expenditures.  Future results of operations and strength of the balance sheet for any particular quarterly or annual period could be materially affected by changes in the Company’s assumptions. See "Impairment of Oil and Gas Properties and Goodwill" above for additional information regarding the Company’s oil and gas reserves.
 
Income Taxes: The Company recognizes deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the Company’s Consolidated Financial Statements or tax returns. 

The Company has recorded deferred tax assets principally resulting from federal and state NOL carryforwards, an alternative minimum taxAMT credit carryforward, other federal tax credit carryforwards, unrealized capacity contract loss, incentive compensation and investment in partnerships.securities. The Company has established a valuation allowance against a portion of the deferred tax assets related to the federal and state NOL carryforwards and alternative minimum taxAMT credit carryforward, as it is believed that it is more likely than not that certain deferred tax assets will not all be realized.  As a result of an announcement by the IRS in January 2019 reversing its prior position that AMT refunds were subject to sequestration by the Government at a rate equal to 6.2% of the refund, the Company will reverse the related valuation allowance in the first quarter of 2019. In addition, a valuation allowance was recorded for a portion of the interest limitation disallowance imposed with the Tax Cuts and Jobs Act due to separate company reporting requirements. No other significant valuation allowances have been established, as it is believed that future sources of taxable income, reversing temporary differences and other tax planning strategies will be sufficient to realize these deferred tax assets.  Any determination to change the valuation allowance would impact the Company’s income tax expense and net income in the period in which such a determination is made.
 
The Company also estimates the amount of financial statement benefit to record for uncertain tax positions as described in Note 119 to the Company’s Consolidated Financial Statements.
 
The Company believes that accounting estimates related to income taxes are “critical accounting estimates” because the Company must assess the likelihood that deferred tax assets will be recovered from future taxable income and exercise judgment regarding the amount of financial statement benefit to record for uncertain tax positions.  When evaluating whether or not a valuation allowance must be established on deferred tax assets, the Company exercises judgment in determining whether it is more likely than not (a likelihood of more than 50%) that some portion or all of the deferred tax assets will not be realized.  The Company considers all available evidence, both positive and negative, to determine whether, based on the weight of the evidence, a valuation allowance is needed, including carrybacks, tax planning strategies, reversal of deferred tax assets and liabilities and forecasted future taxable income.  In making the determination related to uncertain tax positions, the Company considers the amounts and probabilities of the outcomes that could be realized upon ultimate settlement of an uncertain tax position using the facts, circumstances and information available at the reporting date to establish the appropriate amount of financial statement benefit.  To the extent that an uncertain tax position or valuation allowance is established or increased or decreased during a period, the Company must include an expense or benefit within tax expense in the income statement.  Future results of operations for any particular quarterly or annual period could be materially affected by changes in the Company’s assumptions.

Derivative Instruments: The Company enters into derivative commodity instrument contracts primarily to mitigate exposure to commodity price risk associated with future sales of natural gas production. The Company also enters into derivative instruments to hedge basis and to hedge exposure to fluctuations in interest rates.

The Company estimates the fair value of all derivative instruments using quoted market prices, where available. If quoted market prices are not available, fair value is based upon models that use market-based parameters as inputs, including forward curves, discount rates, volatilities and nonperformance risk. Nonperformance risk considers the effect of the Company’s credit standing on the fair value of liabilities and the effect of the counterparty’s credit standing on the fair value of assets. The Company estimates nonperformance risk by analyzing publicly available market information, including a comparison of the yield on debt instruments with credit ratings similar to the Company’s or counterparty’s credit rating and the yield of a risk-free instrument, and

credit default swap rates where available. The values reported in the financial statements change as these estimates are revised to reflect actual results, or market conditions or other factors change, many of which are beyond the Company’s control.

The Company believes that the accounting estimates related to derivative instruments are “critical accounting estimates” because the Company’s financial condition and results of operations can be significantly impacted by changes in the market value of the Company’s derivative instruments due to the volatility of natural gas prices, both NYMEX and basis. Future results of operations for any particular quarterly or annual period could be materially affected by changes in the Company’s assumptions.


Contingencies and Asset Retirement Obligations:  The Company is involved in various regulatory and legal proceedings that arise in the ordinary course of business.  The Company records a liability for contingencies based upon its assessment that a loss is probable and the amount of the loss can be reasonably estimated.  The Company considers many factors in making these assessments, including history and specifics of each matter.  Estimates are developed in consultation with legal counsel and are based upon an analysis of potential results.
 
The Company also accrues a liability for asset retirement obligations based on an estimate of the timing and amount of their settlement.  For oil and gas wells, the fair value of the Company’s plugging and abandonment obligations is required to be recorded at the time the obligations are incurred, which is typically at the time the wells are spud. The Company operates and maintains its gathering systems and transmission and storage system and it intends to do so as long as supply and demand for natural gas exists, which the Company expects for the foreseeable future. The Company is under no legal or contractual obligation to restore or dismantle its gathering systems and transmission and storage system upon abandonment. Therefore, the Company does not have any asset retirement obligations related to its gathering systems and transmission and storage system as of December 31, 2017 and 2016.
 
The Company believes that the accounting estimates related to contingencies and asset retirement obligations are “critical accounting estimates” because the Company must assess the probability of loss related to contingencies and the expected amount and timing of asset retirement obligations.  In addition, the Company must determine the estimated present value of future liabilities.  Future results of operations for any particular quarterly or annual period could be materially affected by changes in the Company’s assumptions.
 
Share-Based Compensation: The Company awards share-based compensation in connection with specific programs established under the 2009 and 2014 Long-Term Incentive Plans.  Awards to employees are typically made in the form of performance-based awards, time-based restricted stock, time-based restricted units and stock options. Awards to directors are typically made in the form of phantom units that vest upon grant.
 
Restricted units and performance-based awards expected to be satisfied in cash are treated as liability awards.  For liability awards, the Company is required to estimate, on the grant date and on each reporting date thereafter until vesting and payment, the fair value of the ultimate payout based upon the expected performance through, and value of the Company’s common stock on, the vesting date.  The Company then recognizes a proportionate amount of the expense for each period in the Company’s financial statements over the vesting period of the award.  The Company reviews its assumptions regarding performance and common stock value on a quarterly basis and adjusts its accrual when changes in these assumptions result in a material change in the fair value of the ultimate payouts.

Performance-based awards expected to be satisfied in Company common stock are treated as equity awards. For equity awards, the Company is required to determine the grant date fair value of the awards, which is then recognized as expense in the Company’s financial statements over the vesting period of the award.  Determination of the grant date fair value of the awards requires judgments and estimates regarding, among other things, the appropriate methodologies to follow in valuing the awards and the related inputs required by those valuation methodologies.  Most often, the Company is required to obtain a valuation based upon assumptions regarding risk-free rates of return, dividend yields, expected volatilities and the expected term of the award.  The risk-free rate is based on the U.S. Treasury yield curve in effect at the time of grant.  The dividend yield is based on the historical dividend yield of the Company’s common stock adjusted for any expected changes and, where applicable, of the common stock of the peer group members at the time of grant.  Expected volatilities are based on historical volatility of the Company’s common stock and, where applicable, the common stock of the peer group members at the time of grant.  The expected term represents the period of time elapsing during the applicable performance period.

For time-based restricted stock awards, the grant date fair value of the awards is recognized as expense in the Company’s financial statements over the vesting period, historically three years.  For director phantom units (which vest on the date of grant) expected to be satisfied in equity, the grant date fair value of the awards is recognized as an expense in the Company’s financial statements in the year of grant. The grant date fair value, in both cases, is determined based upon the closing price of the Company’s common stock on the date of the grant.

For non-qualified stock options, the grant date fair value is recognized as expense in the Company’s financial statements over the vesting period, typically three years.  The Company utilizes the Black-Scholes option pricing model to measure the fair value of stock options, which includes assumptions for a risk-free interest rate, dividend yield, volatility factor and expected term.  The risk-free rate for periods within the contractual life of the option is based on the U.S. Treasury yield curve in effect at the time of grant.  The dividend yield is based on the dividend yield of the Company’s common stock at the time of grant.  The expected volatility is based on historical volatility of the Company’s common stock at the time of grant.  The expected term represents the period of time that options granted are expected to be outstanding based on historical option exercise experience at the time of grant.

 The Company believes that the accounting estimates related to share-based compensation are “critical accounting estimates” because they may change from period to period based on changes in assumptions about factors affecting the ultimate payout of awards, including the number of awards to ultimately vest and the market price and volatility of the Company’s common stock. 

Future results of operations for any particular quarterly or annual period could be materially affected by changes in the Company’s assumptions.  See Note 1813 to the Consolidated Financial Statements for additional information regarding the Company’s share-based compensation.

Business Combinations: Accounting for the acquisition of a business requires the identifiable assets and liabilities acquired to be recorded at fair value.

The most significant assumptions in a business combination include those used to estimate the fair value of the oil and gas properties acquired. The fair value of proved natural gas properties is determined using a risk-adjusted after-tax discounted cash flow analysis based upon significant assumptions including commodity prices; projections of estimated quantities of reserves; projections of future rates of production; timing and amount of future development and operating costs; projected reserve recovery factors; and a weighted average cost of capital.

The Company utilizes the guideline transaction method to estimate the fair value of unproved properties acquired in a business combination which requires the Company to use judgment in considering the value per undeveloped acre in recent comparable transactions to estimate the value of unproved properties.

The estimated fair value of midstream facilities and equipment, generally consisting of pipeline systems and compression stations, is estimated using the cost approach, which incorporates assumptions about the replacement costs for similar assets, the relative age of assets and any potential economic or functional obsolescence.

The fair values of the intangible assets are estimated using the multi-period excess earnings model which estimates revenues and cash flows derived from the intangible asset and then deducts portions of the cash flow that can be attributed to supporting assets otherwise recognized. The Company’s intangible assets are comprised of customer relationships and non-compete agreements.

The Rice Merger resulted in share-based compensation modification accounting which is treated as an exchange of the original award for a new award with total compensation cost equal to the grant-date fair value of the original award plus the incremental value of the modification to the award. The calculation of the incremental value is based on the excess of the fair value of the new (modified) award based on current circumstances over the fair value of the original option measured immediately before its terms are modified based on current circumstances.

The Company believes that the accounting estimates related to business combinations are “critical accounting estimates” because the Company must, in determining the fair value of assets acquired, make assumptions about future commodity prices; projections of estimated quantities of reserves; projections of future rates of production; projections regarding the timing and amount of future development and operating costs; and projections of reserve recovery factors, per acre values of undeveloped property, replacement cost of and future cash flows from midstream assets, cash flow from customer relationships and non-compete agreements and the pre and post modification value of stock based awards. Different assumptions may result in materially different values for these assets which would impact the Company’s financial position and future results of operations.

Goodwill: Goodwill is the cost of an acquisition less the fair value of the identifiable net assets of the acquired business.

Goodwill is evaluated for impairment at least annually, or whenever events or changes in circumstances indicate it is more likely than not that the fair value of a reporting unit is less than its carrying amount. The Company may first consider qualitative factors to assess whether there are indicators that it is more likely than not that the fair value of a reporting unit may not exceed its carrying amount. To the extent that such indicators exist, a two-step goodwill impairment test is completed. The first step compares the fair value of a reporting unit to its carrying value. If the carrying amount of a reporting unit exceeds its fair value,

the second step is required which compares the implied fair value of the goodwill of a reporting unit to its carrying value. If the carrying value of the goodwill of a reporting unit exceeds its implied fair value, the difference is recognized as an impairment charge. The Company uses a combination of an income and market approach to estimate the fair value of a reporting unit.

The Company believes that the accounting estimates related to goodwill are “critical accounting estimates” because the fair value estimation process requires considerable judgment and determining the fair value is sensitive to changes in assumptions impacting management’s estimates of future financial results. The fair value estimation process requires considerable judgment and determining the fair value is sensitive to changes in assumptions impacting management’s estimates of future financial results as well as other assumptions such as movement in the Company's stock price, weighted-average cost of capital, terminal growth rates and industry multiples.assumptions. The Company believes the estimates and assumptions used in estimating the fair value are reasonable and appropriate; however, different assumptions and estimates could materially impact the calculated fair value and the resulting determinations about goodwill impairment which could materially impact the Company’s results of operations and financial position. Additionally, future estimates may differ materially from current estimates and assumptions. See Note 1 to the Consolidated Financial Statements for additional information regarding the Company’s goodwill.

Item 7A.  Quantitative and Qualitative Disclosures About Market Risk
 
Commodity Price Risk and Derivative Instruments
 
The Company’s primary market risk exposure is the volatility of future prices for natural gas and NGLs. The market price for natural gas in the Appalachian Basin continues to be lower relative to NYMEX Henry Hub as a result of the significant increases in the supply of natural gas in the Northeast region in recent years. Due to the volatility of commodity prices, the Company is unable to predict future potential movements in the market prices for natural gas, including Appalachian basis, and NGLs at the Company's ultimate sales points and thus cannot predict the ultimate impact of prices on its operations. Prolonged low, and/or significant or extended declines in, natural gas and NGLs prices could adversely affect, among other things, the Company’s development plans, which would decrease the pace of development and the level of the Company’s proved reserves. Such changes or similar impacts on third party shippers on the Company's midstream assets could also impact the Company’s revenues, earnings or liquidity and could result in material non-cash impairments to the recorded value of the Company’s property, plant and equipment.

The Company uses derivatives to reduce the effect of commodity price volatility. The Company's use of derivatives is further described in Notes 1 and 75 to the Consolidated Financial Statements and under the caption “Commodity Risk Management” in the "Capital Resources and Liquidity" section of Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” The Company usesCompany's OTC derivative commodity instruments that are placed primarily with financial institutions and the creditworthiness of these institutions is regularly monitored. The Company primarily enters into derivative instruments to hedge forecasted sales of production. The Company also enters into derivative instruments to hedge basis and exposure to

fluctuations in interest rates. The Company’s use of derivative instruments is implemented under a set of policies approved by the Company’s Hedge and Financial Risk Committee and reviewed by the Audit Committee of the Company'sCompany’s Board of Directors.
 
For the derivative commodity instruments used to hedge the Company’s forecasted sales of production, most of which are hedged at NYMEX natural gas prices, the Company sets policy limits relative to the expected production and sales levels which are exposed to price risk. The Company has an insignificant amount of financial natural gas derivative commodity instruments for trading purposes.

The derivative commodity instruments currently utilized by the Company are primarily fixed price swap agreements, collar agreements and option agreements which may require payments to or receipt of payments from counterparties based on the differential between two prices for the commodity. The Company may also use other contractual agreements in implementing its commodity hedging strategy.
 
The Company monitors price and production levels on a continuous basis and makes adjustments to quantities hedged as warranted.  The Company’s overall objective in its hedging program is to protect a portion of cash flows from undue exposure to the risk of changing commodity prices.

With respect toFor information on the quantity of derivative commodity instruments held by the Company, see Note 5 to the Company hedged portions of expected sales of equity productionConsolidated Financial Statements and portions of its basis exposure covering approximately 2,148 Bcf of natural gas and 8,943 Mbbls of NGLs as of December 31, 2017, and 646 Bcf of natural gas and 1,095 Mbbls of NGLs as of December 31, 2016. In connection with the Rice Merger, the Company assumed all outstanding derivative commodity instruments held by Rice, which significantly increased the volume of hedges. See the “Commodity Risk Management” section in the “Capital Resources and Liquidity” section of Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” for further discussion.Operations”.
 
A hypothetical decrease of 10% in the market price of natural gas from the December 31, 20172018 and 20162017 levels would have increased the fair value of these natural gas derivative instruments by approximately $386.2$432.5 million and $179.0$386.2 million, respectively. A hypothetical increase of 10% in the market price of natural gas from the December 31, 20172018 and 20162017 levels would have decreased the fair value of these natural gas derivative instruments by approximately $384.9$443.4 million and $181.8$384.9 million, respectively. The Company determined the change in the fair value of the derivative commodity instruments using a method similar to its normal determination of fair value as described in Note 1 to the Consolidated Financial Statements. The Company assumed a 10% change in the price of natural gas from its levels at December 31, 20172018 and December 31, 2016.2017.  The price change was then applied to these natural gas derivative commodity instruments recorded on the Company’s Consolidated Balance Sheets, resulting in the hypothetical change in fair value.
 
The above analysis of the derivative commodity instruments held by the Company does not include the offsetting impact that the same hypothetical price movement may have on the Company’s physical sales of natural gas. The portfolio of derivative commodity instruments held to hedge the Company’s forecasted produced gas approximates a portion of the Company’s expected physical sales of natural gas.  Therefore, an adverse impact to the fair value of the portfolio of derivative commodity instruments held to hedge the Company’s forecasted production associated with the hypothetical changes in commodity prices referenced

above should be offset by a favorable impact on the Company’s physical sales of natural gas, assuming the derivative commodity instruments are not closed out in advance of their expected term, and the derivative commodity instruments continue to function effectively as hedges of the underlying risk.

If the underlying physical transactions or positions are liquidated prior to the maturity of the derivative commodity instruments, a loss on the financial instruments may occur or the derivative commodity instruments might be worthless as determined by the prevailing market value on their termination or maturity date, whichever comes first.

 Interest Rate Risk
 
Changes in interest rates affect the amount of interest the Company EQGP, EQM and RMP earnearns on cash, cash equivalents and short-term investments and the interest ratesrate the Company EQM and RMP paypays on borrowings under their respectiveits revolving credit facilitiesfacility and the Company's floating rate notes.Floating Rate Notes. All of the Company’s and EQM’s Senior Notes, other than the floating rate notes,Floating Rate Notes, are fixed rate and thus do not expose the Company to fluctuations in its results of operations or liquidity from changes in market interest rates. Changes in interest rates do affect the fair value of the Company’s and EQM’s fixed rate debt. See Notes 14 and 15Note 10 to the Consolidated Financial Statements for further discussion of the Company’s EQM’s, and RMP's borrowings, as applicable, and Note 86 to the Consolidated Financial Statements for a discussion of fair value measurements, including the fair value of long-term debt.
 
Other Market Risks
 
The Company is exposed to credit loss in the event of nonperformance by counterparties to derivative contracts.  This credit exposure is limited to derivative contracts with a positive fair value, which may change as market prices change. The Company’s OTC derivative instruments are primarily with financial institutions and, thus, are subject to events that would impact those

companies individually as well as thatthe financial industry as a whole. The Company utilizes various processes and analyses to monitor and evaluate its credit risk exposures.  These include closely monitoring current market conditions, counterparty credit fundamentals and credit default swap rates.  Credit exposure is controlled through credit approvals and limits based on counterparty credit fundamentals.  To manage the level of credit risk, the Company enters into transactions with financial counterparties that are of investment grade, enters into netting agreements whenever possible and may obtain collateral or other security.
 
Approximately 64%, or $369.5 million, of the Company’s OTC derivative contracts outstanding at December 31, 2018 had a positive fair value.  Approximately 63%, or $242.0 million, of the Company’s OTC derivative contracts outstanding at December 31, 2017 had a positive fair value.  Approximately 11%, or $33.1 million, of the Company’s OTC derivative contracts outstanding at December 31, 2016 had a positive fair value. The increase in derivative contracts with a positive fair value primarily relates to decreased forward NYMEX prices as well as settlements of contracts during 2017 that had a negative fair value as of December 31, 2016. 
 
As of December 31, 2017,2018, the Company was not in default under any derivative contracts and had no knowledge of default by any counterparty to its derivative contracts. The Company made no adjustments to the fair value of derivative contracts due to credit related concerns outside of the normal non-performance risk adjustment included in the Company’s established fair value procedure. The Company monitors market conditions that may impact the fair value of derivative contracts reported in the Consolidated Balance Sheets.
 
The Company is also exposed to the risk of nonperformance by credit customers on physical sales or transportation of natural gas.gas, NGLs and oil.  A significant amount of revenues and related accounts receivable are generated from the sale of produced natural gas and NGLs to certain marketers, utility and industrial customers located in the Appalachian Basin and in markets available through the Company's current transportation portfolio, which includes markets in the Gulf Coast, Midwest and Northeast United States.States as well as Canada. The Company also contracts with certain processors to market a portion of NGLs on behalf of the Company. Similarly, revenues and related accounts receivable are generated from the gathering, transmission and storage of natural gas in the Appalachian Basin for independent producers, local distribution companies and marketers.
 
No one lender of the large group of financial institutions in the syndicatessyndicate for the EQT EQM or RMP credit facilitiesfacility holds more than 10% of the respective facility.  The large syndicate groupsgroup and relatively low percentage of participation by each lender are expected to limit the Company’s EQM's and RMP's exposure to problemsdisruption or consolidation in the banking industry. 

Item 8.         Financial Statements and Supplementary Data
 
  Page Reference
   
   
 
   
 
   
 
   
 
   
 
   
 
   
 

Report of Independent Registered Public Accounting Firm

To the Shareholders and the Board of Directors of EQT Corporation

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of EQT Corporation and subsidiaries (the Company) as of December 31, 20172018 and 2016,2017, the related statements of consolidated operations, comprehensive income, cash flows and equity for each of the three years in the period ended December 31, 2017,2018, and the related notes and the financial statement schedule listed in the Index at Item 15 (a) (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the consolidated financial position of the Company at December 31, 20172018 and 2016,2017, and the consolidated results of its operations and its cash flows for each of the three years in the period ended December 31, 2017,2018, in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2017,2018, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated February 15, 201814, 2019 expressed an unqualified opinion thereon.

Basis for Opinion

These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

/s/ Ernst & Young LLP

We have served as the Company’s auditor since 1950.

Pittsburgh, Pennsylvania
February 15, 2018

14, 2019

Report of Independent Registered Public Accounting Firm

To the Shareholders and the Board of Directors of EQT Corporation

Opinion on Internal Control over Financial Reporting

We have audited EQT Corporation and subsidiaries’ internal control over financial reporting as of December 31, 2017,2018, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, EQT Corporation and subsidiaries (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2017,2018, based on the COSO criteria.

As indicated in the accompanying Management’s Report on Internal Control over Financial Reporting, management’s assessment of and conclusion on the effectiveness of internal control over financial reporting did not include the internal controls of Rice Energy Inc., which is included in the 2017 consolidated financial statements of the Company and constituted 45% and 53% of total and net assets, respectively, as of December 31, 2017 and 10% and 24% of operating revenues and income before income taxes, respectively, for the year then ended. Our audit of internal control over financial reporting of the Company also did not include an evaluation of the internal control over financial reporting of Rice Energy Inc.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of EQT Corporation and subsidiariesthe Company as of December 31, 20172018 and 2016,2017, and the related statements of consolidated operations, comprehensive income, cash flows and equity for each of the three years in the period ended December 31, 20172018 and the related notes and the financial statement schedule listed in the Index at Item 15 (a) of the Company and our report dated February 15, 201814, 2019 expressed an unqualified opinion thereon.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
                                                      
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.

Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control Over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.


/s/ Ernst & Young LLP
Pittsburgh, Pennsylvania
February 15, 201814, 2019




EQT CORPORATION AND SUBSIDIARIES
STATEMENTS OF CONSOLIDATED OPERATIONS
YEARS ENDED DECEMBER 31,
 2017 2016 2015
 (Thousands except per share amounts)
Revenues:     
Sales of natural gas, oil and NGLs$2,651,318
 $1,594,997
 $1,690,360
Pipeline, water and net marketing services336,676
 262,342
 263,640
Gain (loss) on derivatives not designated as hedges390,021
 (248,991) 385,762
Total operating revenues3,378,015
 1,608,348
 2,339,762
      
Operating expenses: 
  
  
Transportation and processing559,839
 365,817
 275,348
Operation and maintenance88,866
 73,266
 69,760
Production182,737
 174,826
 177,935
Exploration25,117
 13,410
 61,970
Selling, general and administrative262,664
 272,747
 249,925
Depreciation, depletion and amortization1,077,559
 927,920
 819,216
Impairment of long-lived assets
 66,687
 122,469
Acquisition costs237,312
 
 
Amortization of intangible assets10,940
 
 
Total operating expenses2,445,034
 1,894,673
 1,776,623
      
Gain on sale / exchange of assets
 8,025
 
Operating income (loss)932,981
 (278,300) 563,139
      
Other income24,955
 31,693
 9,953
Loss on debt extinguishment12,641
 
 
Interest expense202,772
 147,920
 146,531
Income (loss) before income taxes742,523
 (394,527) 426,561
Income tax (benefit) expense(1,115,619) (263,464) 104,675
Net income (loss)1,858,142
 (131,063) 321,886
Less: Net income attributable to noncontrolling interests349,613
 321,920
 236,715
Net income (loss) attributable to EQT Corporation$1,508,529
 $(452,983) $85,171
      
Earnings per share of common stock attributable to EQT Corporation: 
  
  
Basic: 
  
  
Weighted average common stock outstanding187,380
 166,978
 152,398
Net income (loss)$8.05
 $(2.71) $0.56
      
Diluted: 
  
  
Weighted average common stock outstanding187,727
 166,978
 152,939
Net income (loss)$8.04
 $(2.71) $0.56
 2018 2017 2016
 (Thousands except per share amounts)
Operating revenues:     
Sales of natural gas, oil and NGLs$4,695,519
 $2,651,318
 $1,594,997
Net marketing services and other40,940
 49,681
 41,048
(Loss) gain on derivatives not designated as hedges(178,591) 390,021
 (248,991)
Total operating revenues4,557,868
 3,091,020
 1,387,054
      
Operating expenses: 
  
  
Transportation and processing1,697,001
 1,164,783
 880,191
Production195,775
 181,349
 174,170
Exploration6,765
 17,565
 4,663
Selling, general and administrative284,220
 208,986
 218,946
Depreciation and depletion1,569,038
 970,985
 856,451
Impairment/loss on sale of long-lived assets2,709,976
 
 
Impairment of goodwill530,811
 
 
Lease impairments and expirations279,708
 7,552
 15,686
Transaction costs26,331
 152,188
 
Amortization of intangible assets41,367
 5,400
 
Total operating expenses7,340,992
 2,708,808
 2,150,107
      
Gain on sale of assets
 
 8,025
Operating (loss) income(2,783,124) 382,212
 (755,028)
      
Other expense65,349
 2,987
 8,075
Loss on debt extinguishment
 12,641
 
Interest expense228,958
 167,971
 131,159
(Loss) income from continuing operations before income taxes(3,077,431) 198,613
 (894,262)
Income tax (benefit)(696,511) (1,188,416) (362,769)
(Loss) income from continuing operations(2,380,920) 1,387,029
 (531,493)
Income from discontinued operations, net of tax (see Note 2)373,762
 471,113
 400,430
Net (loss) income(2,007,158) 1,858,142
 (131,063)
Less: Net income from discontinued operations attributable to noncontrolling interests237,410
 349,613
 321,920
Net (loss) income attributable to EQT Corporation$(2,244,568) $1,508,529
 $(452,983)
      
Amounts attributable to EQT Corporation: 
  
  
(Loss) income from continuing operations$(2,380,920) $1,387,029
 $(531,493)
Income from discontinued operations, net of tax136,352
 121,500
 78,510
Net (loss) income attributable to EQT Corporation$(2,244,568) $1,508,529
 $(452,983)
      
Earnings per share of common stock attributable to EQT Corporation: 
  
  
Basic: 
  
  
Weighted average common stock outstanding260,932
 187,380
 166,978
(Loss) income from continuing operations$(9.12) $7.40
 $(3.18)
Income from discontinued operations0.52
 0.65
 0.47
Net (loss) income$(8.60) $8.05
 $(2.71)
      
Diluted: 
  
  
Weighted average common stock outstanding260,932
 187,727
 166,978
(Loss) income from continuing operations$(9.12) $7.39
 $(3.18)
Income from discontinued operations0.52
 0.65
 0.47
Net (loss) income$(8.60) $8.04
 $(2.71)
See notes to consolidated financial statements.

EQT CORPORATION AND SUBSIDIARIES
STATEMENTS OF CONSOLIDATED COMPREHENSIVE INCOME
YEARS ENDED DECEMBER 31,
 
 2017 2016 2015
 (Thousands)
Net income (loss)$1,858,142
 $(131,063) $321,886
      
Other comprehensive loss, net of tax: 
  
  
Net change in cash flow hedges: 
  
  
Natural gas, net of tax benefit of ($3,191), ($36,296) and ($102,271)(4,982) (55,155) (152,359)
Interest rate, net of tax expense of $105, $104 and $100144
 144
 144
Pension and other post-retirement benefits liability adjustment, net of tax expense (benefit) of $193, $6,778 and ($564)338
 10,675
 (901)
Other comprehensive loss(4,500) (44,336) (153,116)
Comprehensive income (loss)1,853,642
 (175,399) 168,770
Less: Comprehensive income attributable to noncontrolling interests349,613
 321,920
 236,715
Comprehensive income (loss) attributable to EQT Corporation$1,504,029
 $(497,319) $(67,945)
 2018 2017 2016
 (Thousands)
Net (loss) income$(2,007,158) $1,858,142
 $(131,063)
      
Other comprehensive loss, net of tax: 
  
  
Net change in cash flow hedges: 
  
  
Natural gas, net of tax expense (benefit) of $2,584, ($3,191) and ($36,296)(4,625) (4,982) (55,155)
Interest rate, net of tax expense of $80, $105 and $104168
 144
 144
Pension and other post-retirement benefits liability adjustment, net of tax expense of $510, $193 and $6,778606
 338
 10,675
Other comprehensive (loss)(3,851) (4,500) (44,336)
Comprehensive (loss) income(2,011,009) 1,853,642
 (175,399)
Less: Comprehensive income from discontinued operations attributable to noncontrolling interests237,410
 349,613
 321,920
Comprehensive (loss) income attributable to EQT Corporation$(2,248,419) $1,504,029
 $(497,319)
 
See notes to consolidated financial statements.


EQT CORPORATION AND SUBSIDIARIES
STATEMENTS OF CONSOLIDATED CASH FLOWS
YEARS ENDED DECEMBER 31,
2017 2016 20152018 2017 2016
(Thousands)(Thousands)
Cash flows from operating activities: 
  
  
 
Net income (loss)$1,858,142
 $(131,063) $321,886
Net (loss) income$(2,007,158) $1,858,142
 $(131,063)
Adjustments to reconcile net income (loss) to net cash provided by operating activities: 
  
  
 
  
  
Deferred income taxes(1,050,612) (180,261) 17,876
Depreciation, depletion and amortization1,077,559
 927,920
 819,216
Amortization of intangibles10,940
 
 
Deferred income taxes (benefit)(510,405) (1,050,612) (180,261)
Depreciation and depletion1,729,739
 1,077,559
 927,920
Amortization of intangibles assets77,374
 10,940
 
Amortization of financing costs and accretion expense17,914
 
 
Asset and lease impairments and exploratory well costs20,327
 75,434
 182,242
2,989,684
 20,327
 75,434
Gain on sale / exchange of assets
 (8,025) 
Goodwill impairment798,689
 
 
Gain on sale of assets
 
 (8,025)
Loss on debt extinguishment12,641
 
 

 12,641
 
(Recoveries of) provision for losses on accounts receivable(979) 3,856
 (1,903)
Other income(24,955) (31,693) (9,953)
Stock-based compensation expense94,592
 44,605
 58,629
(Gain) loss on derivatives not designated as hedges(390,021) 248,991
 (385,762)
Cash settlements received on derivatives not designated as hedges40,728
 279,425
 172,093
Provision for (recoveries of) losses on accounts receivable3,078
 (979) 3,856
Non-cash other expense (income)18,335
 (24,955) (31,693)
Share-based compensation expense25,189
 94,592
 44,605
Loss (gain) on derivatives not designated as hedges178,591
 (390,021) 248,991
Cash settlements (paid) received on derivatives not designated as hedges(225,279) 40,728
 279,425
Pension settlement charge
 9,403
 

 
 9,403
Changes in other assets and liabilities: 
  
  
 
  
  
Excess tax benefits on stock-based compensation
 (1,148) (22,945)
Accounts receivable(8,979) (165,507) 131,031
(439,062) (8,979) (165,507)
Accounts payable(16,680) 40,548
 (37,623)457,113
 (16,680) 40,548
Tax receivable(117,188) (12,285) 34,880
Other items, net14,995
 (48,165) (27,847)(20,358) 27,280
 (84,193)
Net cash provided by operating activities1,637,698
 1,064,320
 1,216,940
2,976,256
 1,637,698
 1,064,320
     
Cash flows from investing activities: 
  
  
 
  
  
Capital expenditures(1,939,202) (1,538,125) (2,434,018)(2,964,924) (1,549,351) (942,810)
Cash payments for Rice Merger (as defined in Note 2), net of cash acquired(1,560,272) 
 
Cash payments for Rice Merger (as defined in Note 3), net of cash acquired
 (1,560,272) 
Capital expenditures for other acquisitions(818,957) (1,051,239) 
(34,113) (828,657) (1,061,735)
Investments in trading securities
 (288,772) 
Sales of investments in trading securities283,758
 3,890
 
Dry hole costs(11,420) (1,369) (17,130)
Capital contributions to Mountain Valley Pipeline, LLC(159,550) (98,399) (84,182)
Sales of interests in Mountain Valley Pipeline, LLC
 12,533
 9,723
Restricted cash, net75,000
 (75,000) 
Capital expenditures from discontinued operations(732,727) (380,151) (584,819)
Net sales of (investments in) trading securities
 283,758
 (284,882)
Proceeds from sale of assets3,573
 75,000
 
583,381
 3,573
 75,000
Exploratory dry hole costs
 (11,420) (1,369)
Capital contributions to Mountain Valley Pipeline, LLC, net of sales of interest (Note 2)(820,943) (159,550) (85,866)
Other investing activities(9,778) 
 
Net cash used in investing activities(4,127,070) (2,961,481) (2,525,607)(3,979,104) (4,202,070) (2,886,481)
     
Cash flows from financing activities: 
  
  
 
  
  
Proceeds from the issuance of common shares of EQT Corporation, net of issuance costs
 1,225,999
 
Proceeds from the issuance of common units of EQT Midstream Partners, LP, net of issuance costs
 217,102
 1,182,002
Proceeds from the sale of common units of EQT GP Holdings, LP, net of issuance costs
 
 673,964
Net proceeds from the issuance of common shares of EQT Corporation
 
 1,225,999
Net proceeds from the issuance of common units of EQM Midstream Partners, LP
 
 217,102
Proceeds from issuance of debt3,000,000
 500,000
 
2,500,000
 3,000,000
 500,000
Increase in borrowings on credit facilities2,063,000
 740,000
 617,000
8,637,500
 2,063,000
 740,000
Repayment of borrowings on credit facilities(1,076,500) (1,039,000) (318,000)(8,953,500) (1,076,500) (1,039,000)
Dividends paid(20,827) (20,156) (18,310)(31,375) (20,827) (20,156)
Distributions to noncontrolling interests(236,123) (189,981) (121,759)(380,651) (236,123) (189,981)
Contribution to Strike Force Midstream by minority owner, net of distribution6,738
 
 
Net cash transferred at Separation and Distribution (Note 2)(129,008) 
 
Contribution to Strike Force Midstream LLC by minority owner, net of distribution
 6,738
 
Acquisition of 25% of Strike Force Midstream LLC(175,000) 
 
Repayments and retirements of debt(2,000,000) (5,119) (169,004)(8,376) (2,000,000) (5,119)
Proceeds and excess tax benefits from awards under employee compensation plans244
 6,165
 36,965
1,946
 244
 6,165
Cash paid for taxes related to net settlement of share-based incentive awards(72,116) (26,931) (47,013)(22,647) (72,116) (26,931)
Debt issuance costs and revolving credit facility origination fees(41,876) (8,580) 
(40,966) (41,876) (8,580)
Premiums paid on debt extinguishment(89,363) 
 

 (89,363) 
Repurchase and retirement of common stock(538,876) 
 
Repurchase of common stock(30) (30) (3,375)(27) (30) (30)
Net cash provided by financing activities1,533,147
 1,399,469
 1,832,470
859,020
 1,533,147
 1,399,469
Net change in cash and cash equivalents(956,225) (497,692) 523,803
(143,828) (1,031,225) (422,692)
Cash and cash equivalents at beginning of year1,103,540
 1,601,232
 1,077,429
Cash and cash equivalents at end of year$147,315
 $1,103,540
 $1,601,232
     
Cash, cash equivalents and restricted cash at beginning of year147,315
 1,178,540
 1,601,232
Cash, cash equivalents and restricted cash at end of year$3,487
 $147,315
 $1,178,540
Cash paid (received) during the year for: 
  
  
 
  
  
Interest, net of amount capitalized$189,371
 $144,657
 $147,550
$260,959
 $189,371
 $144,657
Income taxes, net$3,637
 $(41,142) $95,708
$(3,675) $3,637
 $(41,142)
See notes to consolidated financial statements. See Note 1 for supplemental cash flow information.

EQT CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
DECEMBER 31,
 
2017 20162018 2017
(Thousands)(Thousands)
Assets 
  
 
  
Current assets: 
  
 
  
Cash and cash equivalents$147,315
 $1,103,540
$3,487
 $26,311
Trading securities
 286,396
Accounts receivable (less accumulated provision for doubtful accounts: $8,226 in 2017; $6,923 in 2016)725,236
 341,628
Accounts receivable (less accumulated provision for doubtful accounts: $8,648 in 2018; $7,780 in 2017)1,241,843
 664,685
Derivative instruments, at fair value241,952
 33,053
481,654
 241,952
Tax receivable131,573
 14,385
Prepaid expenses and other48,552
 63,602
111,107
 59,462
Current assets of discontinued operations
 156,260
Total current assets1,163,055
 1,828,219
1,969,664
 1,163,055
      
Property, plant and equipment30,990,309
 18,216,775
22,148,012
 25,396,026
Less: accumulated depreciation and depletion6,105,294
 5,054,559
4,755,505
 5,666,018
Net property, plant and equipment24,885,015
 13,162,216
17,392,507
 19,730,008
      
Restricted cash
 75,000
Intangible assets, net736,360
 
77,333
 118,700
Goodwill1,998,726
 

 470,849
Investment in unconsolidated entity460,546
 184,562
Investment in Equitrans Midstream Corporation1,013,002
 
Other assets278,902
 222,925
268,838
 250,734
Noncurrent assets of discontinued operations
 7,789,258
Total assets$29,522,604
 $15,472,922
$20,721,344
 $29,522,604

EQT CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
DECEMBER 31,

2017 20162018 2017
(Thousands)(Thousands)
Liabilities and Shareholders’ Equity 
  
 
  
Current liabilities: 
  
 
  
Current portion of Senior Notes$7,999
 $
Current portion of debt$704,390
 $12,406
Accounts payable654,624
 309,978
1,059,873
 726,433
Derivative instruments, at fair value139,089
 257,943
336,051
 139,089
Other current liabilities430,525
 236,719
254,687
 274,276
Current liabilities of discontinued operations
 80,033
Total current liabilities1,232,237
 804,640
2,355,001
 1,232,237
      
Credit facility borrowings1,761,000
 
800,000
 1,295,000
Senior Notes5,562,555
 3,289,459
3,882,932
 4,575,203
Notes payable to EQM Midstream Partners, LP110,059
 114,720
Deferred income taxes1,768,900
 1,760,004
1,823,381
 1,889,962
Other liabilities and credits783,299
 499,572
791,742
 752,837
Noncurrent liabilities of discontinued operations
 1,248,032
Total liabilities11,107,991
 6,353,675
9,763,115
 11,107,991
      
Equity: 
  
Shareholders’ equity 
  
Common stock, no par value, authorized 320,000 shares, shares issued: 267,871 in 2017 and 177,896 in 20169,388,903
 3,440,185
Treasury stock, shares at cost: 3,551 in 2017 (including 253 held in rabbi trust) and 5,069 in 2016 (including 226 held in rabbi trust)(63,602) (91,019)
Shareholders' Equity: 
  
Common stock, no par value, authorized 320,000 shares, shares issued: 257,225 in 2018 and 267,871 in 20177,828,554
 9,388,903
Treasury stock, shares at cost: 2,753 in 2018 (no shares held in rabbi trust) and 3,551 in 2017 (including 253 held in rabbi trust)(49,194) (63,602)
Retained earnings3,996,775
 2,509,073
3,184,275
 3,996,775
Accumulated other comprehensive (loss) income(2,458) 2,042
Accumulated other comprehensive loss(5,406) (2,458)
Total common shareholders’ equity13,319,618
 5,860,281
10,958,229
 13,319,618
Noncontrolling interests in consolidated subsidiaries5,094,995
 3,258,966
Total equity18,414,613
 9,119,247
Total liabilities and equity$29,522,604
 $15,472,922
Noncontrolling interests in discontinued operations
 5,094,995
Total shareholder's equity10,958,229
 18,414,613
Total liabilities and shareholders' equity$20,721,344
 $29,522,604
 
See notes to consolidated financial statements.


EQT CORPORATION AND SUBSIDIARIES
STATEMENTS OF CONSOLIDATED EQUITY
YEARS ENDED DECEMBER 31, 2018, 2017 2016 and 20152016
Common Stock        Common Stock        
Shares
Outstanding
 No
Par Value
 Retained
Earnings
 Accumulated
Other
Comprehensive
Income (Loss) 
 Noncontrolling
Interests in
Consolidated
Subsidiaries
 Total
Equity
Shares
Outstanding
 No
Par Value
 Retained
Earnings
 Accumulated
Other
Comprehensive
(Loss) Income
 Noncontrolling
Interests in
Discontinued Operations
 Total Shareholders'
Equity
    (Thousands)        (Thousands)    
Balance, December 31, 2014151,596
 $1,466,192
 $2,917,129
 $199,494
 $1,790,248
 $6,373,063
Comprehensive income (net of tax): 
  
  
  
  
  
Net income 
  
 85,171
  
 236,715
 321,886
Net change in cash flow hedges: 
  
  
  
  
  
Natural gas, net of tax of ($102,271) 
  
  
 (152,359)  
 (152,359)
Interest rate, net of tax of $100 
  
  
 144
  
 144
Pension and other post-retirement benefits liability adjustment, net of tax of ($564) 
  
  
 (901)  
 (901)
Dividends ($0.12 per share) 
  
 (18,310)  
  
 (18,310)
Stock-based compensation plans, net996
 77,378
  
  
 1,056
 78,434
Distributions to noncontrolling interests ($2.505 and $0.15139 per common unit for EQT Midstream Partners, LP and EQT GP Holdings, LP, respectively)        (121,759) (121,759)
Sale of common units of EQT GP Holdings, LP        673,964
 673,964
Issuance of common units of EQT Midstream Partners, LP        1,182,002
 1,182,002
Changes in ownership of consolidated subsidiaries  507,228
     (811,975) (304,747)
Repurchase and retirement of common stock(38) (1,597) $(1,778)     (3,375)
Balance, December 31, 2015152,554
 $2,049,201
 $2,982,212
 $46,378
 $2,950,251
 $8,028,042
152,554
 $2,049,201
 $2,982,212
 $46,378
 $2,950,251
 $8,028,042
Comprehensive income (net of tax): 
  
  
  
  
  
 
  
  
  
  
  
Net (loss) income 
  
 (452,983)  
 321,920
 (131,063) 
  
 (452,983)  
 321,920
 (131,063)
Net change in cash flow hedges: 
  
  
  
  
  
 
  
  
  
  
  
Natural gas, net of tax of ($36,296) 
  
  
 (55,155)  
 (55,155) 
  
  
 (55,155)  
 (55,155)
Interest rate, net of tax of $104 
  
  
 144
  
 144
 
  
  
 144
  
 144
Pension and other post-retirement benefits liability adjustment, net of tax of $6,778 
  
  
 10,675
  
 10,675
Pension and other post retirement benefits liability adjustment, net of tax of $6,778 
  
  
 10,675
  
 10,675
Dividends ($0.12 per share) 
  
 (20,156)  
  
 (20,156) 
  
 (20,156)  
  
 (20,156)
Stock-based compensation plans, net724
 42,782
  
  
 161
 42,943
Distributions to noncontrolling interests ($3.05 and $0.571 per common unit for EQT Midstream Partners, LP and EQT GP Holdings, LP, respectively) 
  
  
  
 (189,981) (189,981)
Share-based compensation plans, net724
 42,782
  
  
 161
 42,943
Distributions to noncontrolling interests in discontinued operations ($3.05 and $0.571 per common unit for EQM Midstream Partners, LP and EQGP Holdings, LP, respectively)        (189,981) (189,981)
Issuance of common shares of EQT Corporation19,550
 1,225,999
       1,225,999
19,550
 1,225,999
     
 1,225,999
Issuance of common units of EQT Midstream Partners, LP 
  
  
  
 217,102
 217,102
Issuance of common units of EQM Midstream Partners, LP        217,102
 217,102
Elimination of deferred taxes  5,921
     

 5,921
  5,921
       5,921
Changes in ownership of consolidated subsidiaries  25,293
     (40,487) (15,194)  25,293
     (40,487) (15,194)
Repurchase and retirement of common stock(1) (30) 

  
  
 (30)(1) (30) 

     (30)
Balance, December 31, 2016172,827
 $3,349,166
 $2,509,073
 $2,042
 $3,258,966
 $9,119,247
172,827
 $3,349,166
 $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
 
  
 1,508,529
  
 349,613
 1,858,142
Net change in cash flow hedges: 
  
  
  
  
  
 
  
  
  
  
  
Natural gas, net of tax of ($3,191) 
  
  
 (4,982)  
 (4,982) 
  
  
 (4,982)  
 (4,982)
Interest rate, net of tax of $105 
  
  
 144
  
 144
 
  
  
 144
  
 144
Pension and other post-retirement benefits liability adjustment, net of tax of $193 
  
  
 338
  
 338
Pension and other post retirement benefits liability adjustment, net of tax of $193 
  
  
 338
  
 338
Dividends ($0.12 per share) 
  
 (20,827)  
  
 (20,827) 
  
 (20,827)  
  
 (20,827)
Stock-based compensation plans, net580
 26,436
  
  
 190
 26,626
Distributions to noncontrolling interests ($3.655 and $0.806 per common unit for EQT Midstream Partners, LP and EQT GP Holdings, LP, respectively) 
  
  
  
 (236,123) (236,123)
Share-based compensation plans, net580
 26,436
  
  
 190
 26,626
Distributions to noncontrolling interests in discontinued operations ($3.655 and $0.806 per common unit for EQM Midstream Partners, LP and EQGP Holdings, LP, respectively) 
  
  
  
 (236,123) (236,123)
Rice Merger, net of withholdings90,914
 5,949,729
     1,715,611
 7,665,340
90,914
 5,949,729
     1,715,611
 7,665,340
Contribution from noncontrolling interest, net of distribution        6,738
 6,738
 
  
  
  
 6,738
 6,738
Repurchase of common stock


(1) (30)       (30)(1) (30) 

  
  
 (30)
Balance, December 31, 2017264,320
 $9,325,301
 $3,996,775
 $(2,458) $5,094,995
 $18,414,613
264,320
 $9,325,301
 $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 of $2,584 
  
  
 (4,625)  
 (4,625)
Interest rate, net of tax of $80 
  
  
 168
  
 168
Other post retirement benefits liability adjustment, net of tax of $510 
  
  
 606
  
 606
Dividends ($0.12 per share) 
  
 (31,375)  
  
 (31,375)
Share-based compensation plans, net798
 7,432
  
  
 953
 8,385
Distributions to noncontrolling interests in discontinued operations ($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) 
  
  
  
 (380,651) (380,651)
Change in accounting principle (a)

 

 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, December 31, 2018254,472
 $7,779,360
 $3,184,275
 $(5,406) $
 $10,958,229
(a) Related to adoption of ASU No. 2016-01. See Note 1 for additional information.
 Common shares authorized: 320,000 shares.  Preferred shares authorized: 3,000 shares.  There are no preferred shares issued or outstanding.

See notes to consolidated financial statements.

EQT CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 20172018
 
1.                         Summary of Significant Accounting Policies
 
Principles of Consolidation: The Consolidated Financial Statements include the accounts of EQT Corporation and all subsidiaries, ventures and partnerships in which a controlling interest is held (EQT or the Company).  All significant intercompany accounts and transactions have been eliminated in consolidation. The Company records noncontrolling interest in its financial statements for any non-wholly owned consolidated subsidiary.

Segments: Operating segments are revenue-producing componentsThe Company's operations consist of the enterprise for which separate financial information is produced internally and which are subject to evaluation by the Company’s chief operating decision maker in deciding how to allocate resources.

Prior to the Rice Merger (as defined in Note 2), the Company reported its results of operations through three business segments: EQT Production, EQT Gathering and EQT Transmission. These reporting segments reflected the Company's lines of business and were reported in the same manner in which the Company evaluated its operating performance through September 30, 2017. Following the Rice Merger, the Company adjusted its internal reporting structure to incorporate the newly acquired assets.one reportable segment. The Company now conducts its business through five business segments: EQT Production, EQM Gathering (formerly knownhas a single, company-wide management team that administers all properties as EQT Gathering), EQM Transmission (formerly knowna whole rather than by discrete operating segments. The Company measures financial performance as EQT Transmission), RMP Gatheringa single enterprise and RMP Water. The EQT Production segment incorporates the Company’s production activities, including those acquired in the Rice Merger, the Company's marketing operations, and certain gathering operations primarily supporting the Company's production activities. The EQM Gathering segment contains the Company's gathering assets that are owned by EQT Midstream Partners, LP (EQM), and the EQM Transmission segment includes the Company's Federal Energy Regulatory Commission (FERC)-regulated interstate pipeline and storage operations, which are owned by EQM. Therefore, the financial and operational disclosures related to EQM Gathering and EQM Transmission in this Annual Reportnot on Form 10-K are the same as EQM’s disclosures in its Annual Report on Form 10-K for the year ended December 31, 2017. The RMP Gathering segment contains the Company's gathering assets that are owned by Rice Midstream Partners, LP (RMP). The RMP Water segment contains the Company's water pipelines, impoundment facilities, pumping stations, take point facilities and measurement facilities owned by RMP. The financial and operational disclosures related to RMP Gathering and RMP Water will be the same as RMP’s successor disclosures for the period subsequent to the Rice Merger in its Annual Report on Form 10-K for the year ended December 31, 2017.

Operating segments are evaluated on their contribution to the Company’s consolidated results based on operating income. Other income, interest and income taxes are managed on a consolidatedan area-by-area basis. Headquarters’ costs are billed to the operating segments based upon an allocation of the headquarters’ annual operating budget. Differences between budget and actual headquarters’ expenses are not allocated to the operating segments.
 
Substantially all of the Company’s operating revenues, income from operations and assets are generated or located in the United States.

Use of Estimates:  The preparation of financial statements in conformity with United States generally accepted accounting principles (GAAP) requires management to make estimates and assumptions that affect the amounts reported in the Consolidated Financial Statements and accompanying notes.  Actual results could differ from those estimates.
 
Cash Equivalents:The Company considers all highly liquid investments with an original maturity of three months or less when purchased to be cash equivalents. These investments are accounted for at cost. Interest earned on cash equivalents is included as a reduction of interest expense. At December 31, 2016, the Company held two certificates of deposit (CDs) in denominations greater than $0.1 million with an aggregate carrying value of $300.0 million. These CDs matured in January 2017.

Trading Securities: Trading securities consist of liquid debt securities that are carried at fair value. Realized losses of $2.6 million and unrealized gains of $1.5 million on these debt securities are included in other income in the Statements of Consolidated Operations for the years ended December 31, 2017 and 2016, respectively. At December 31, 2016, investments in trading securities had a fair value of $286.4 million. The Company initiated its investments in trading securities in 2016 to enhance returns on a portion of its significant cash balance at that time. Investments within the Company's portfolio are subject to a minimum credit rating based on type of investment, and the portfolio's asset mix is subject to exposure limits to ensure issuer and asset class diversification. As of March 31, 2017, the Company closed its positions on all trading securities.


Accounts Receivable: Accounts receivable primarily relate to the sales of natural gas, oil and NGLsnatural gas liquids (NGLs) and amounts due from joint interest partners. Natural gas, oil and NGLs sales receivablesAmounts due from contracts with customers were $516.7 million and $316.9$783.0 million at December 31, 2017 and 2016, respectively.2018. Joint interest receivables were $149.3$324.2 million and $1.1$149.3 million at December 31, 2018 and 2017, and 2016, respectively.

Restricted Cash: During 2016, the Company placed $75.0 million of the proceeds received from the sale of a gathering system (as described in Note 9) into restricted cash for use in a potential like-kind exchange for tax purposes. Proceeds from potential like-kind exchanges are held by an intermediary and are classified as restricted cash as the funds must be reinvested in similar properties. If the acquisition of suitable like-kind properties was not completed within 180 days, the proceeds would have been distributed to the Company by the intermediary and reclassified as available cash within the Consolidated Balance Sheets. The like-kind exchange was finalized in connection with the February 1, 2017 acquisition of approximately 14,000 net Marcellus acres located in Marion, Monongalia and Wetzel Counties, West Virginia, for $130 million.

Inventories: Generally, the Company’s inventory balance consists of natural gas stored underground or in pipelines and materials and supplies recorded at the lower of average cost or market. During the years ended December 31, 2018, 2017 2016 and 2015,2016, the Company recorded no lower of cost or market adjustments related to inventory.

Investment in Equitrans Midstream Corporation: The Company owns approximately 19.9% of the outstanding shares of common stock of Equitrans Midstream Corporation (Equitrans Midstream). The Company does not have the ability to exercise significant influence and does not have a controlling financial interest in Equitrans Midstream or any of its subsidiaries. As such, this investment is accounted for as an investment in an equity security that is recorded at fair value in the Consolidated Balance Sheets. See Note 2 and 6.

Property, Plant and Equipment: The Company’s property, plant and equipment consist of the following:
 As of December 31,
 2017 2016
 (Thousands)
Oil and gas producing properties, successful efforts method$23,937,154
 $13,878,659
Accumulated depreciation and depletion(5,121,646) (4,217,154)
Net oil and gas producing properties18,815,508
 9,661,505
Gathering assets2,765,763
 1,330,998
Accumulated depreciation and amortization(151,595) (110,473)
Net gathering assets2,614,168
 1,220,525
Transmission assets1,674,080
 1,563,860
Accumulated depreciation and amortization(248,474) (205,551)
Net transmission assets1,425,606
 1,358,309
Water service assets193,825
 
Accumulated depreciation and amortization(3,363) 
Net water service assets190,462
 
Other properties, at cost less accumulated depreciation (a)1,839,271
 921,877
Net property, plant and equipment$24,885,015
 $13,162,216

(a)  Other properties includes gathering assets owned by EQT Production and shared assets held at Headquarters.
 As of December 31,
 2018 2017
 (Thousands)
Oil and gas producing properties, successful efforts method$21,814,779
 $23,937,154
Accumulated depreciation and depletion(4,666,212) (5,121,646)
Net oil and gas producing properties17,148,567
 18,815,508
Other properties, at cost less accumulated depreciation243,940
 914,500
Net property, plant and equipment$17,392,507
 $19,730,008

 The Company uses the successful efforts method of accounting for oil and gas producing activities.  Under this method, the cost of productive wells and related equipment, development dry holes, as well as productive acreage, including productive mineral interests, are capitalized and depleted using the unit-of-production method.  These capitalized costs include salaries, benefits and other internal costs directly attributable to these activities.  The Company capitalized internal costs of $130.0 million, $114.6 million and $115.4 million in 2018, 2017 and $114.4 million in 2017, 2016, and 2015, respectively, for production related activities.  The Company also capitalized $29.0 million, $20.5 million $19.2 million and $35.8$19.2 million of interest expense related to Marcellus, Upper Devonian and Utica well development in 2018, 2017 2016 and 2015,2016, respectively. Depletion expense is calculated based on the actual produced sales volumes multiplied by the applicable depletion rate per unit.  The depletion rates are derived by dividing the net capitalized costs by the number of units expected to be produced over the life of the reserves for lease costs and well costs separately. Costs of exploratory dry holes, exploratory geological and geophysical activities, delay rentals and other property carrying costs are charged to expense.  The majority of the Company’s producing oil and gas properties were depleted at an overall average rate of $1.04 per Mcfe, $1.06$1.04 per Mcfe and $1.18$1.06 per Mcfe for the years ended December 31, 2018, 2017 2016 and 2015,2016, respectively.

The carrying values of the Company’s proved oil and gas properties are reviewed for impairment when events or circumstances indicate that the remaining carrying value may not be recoverable.  In order to determine whether impairment has occurred, the Company estimates the expected future cash flows (on an undiscounted basis) from its oil and gas properties and compares these estimates to the carrying values of the properties.  The estimated future cash flows used to test those properties for recoverability are based on proved and, if determined reasonable by management, risk-adjusted probable reserves, utilizing

assumptions generally consistent with the assumptions utilized by the Company's management for internal planning and budgeting purposes, including, among other things, the intended use of the asset, anticipated production from reserves, future market prices for natural gas, NGLs and oil, adjusted accordingly for basis differentials, future operating costs and inflation, some of which are interdependent.inflation. Proved oil and gas properties that have carrying amounts in excess of estimated future undiscounted cash flows are written down to fair value, which is estimated by discounting the estimated future cash flows using discount rate and other assumptions that marketplace participants would use in their estimates of fair value. 

There were no indicators of impairment identified during 2017. Due to the declines in commodity prices during 2016 and 2015,During 2018, there were indicationsindicators that the carrying values of certain of the Company’s oil and gas producing properties may be impaired.impaired due to management's intent to divest the Company's Huron and Permian assets prior to the end of their useful lives. As a result of the impairment evaluation during 2018, the Company recorded an impairment of $2.4 billion associated with the production and related midstream assets in the Huron and Permian plays that were divested during the year (collectively, the 2018 Divestitures). There were no indicators of impairment identified during 2017. During 2016, there were indicators that the carrying value of the Huron assets may be impaired due to declines in commodity prices. As a result of the impairment indicators as of December 31, 2016, the Company performed an undiscounted cash flow analysis and determined that no impairment existed during 2016.

The Company impaired all of its goodwill in the fourth quarter 2018. This resulted in an impairment indicator for certain other long-lived assets including proved oil and gas properties and intangible assets. The Company performed an undiscounted cash flow analysis for said properties and determined that no additional impairment existed during 2016. During 2015, the undiscounted cash flows attributed to certain assets indicated that their carrying amounts were not expected to be fully recovered. As a result, the Company performed a discounted cash flow analysis and determined the fair value of the assets using an income approach based upon estimates of future production levels, commodity prices, operating costs and discount rates. The future production levels, future commodity prices, which were derived from the five-year forward price curve as adjusted for basis differentials and transportation costs, future operating costs, future inflation factors, as well as the assumed market participant discount rate, were considered to be significant unobservable inputs in the Company's calculation of fair value. As a result, valuation of the impaired assets was considered to be a Level 3 fair value measurement. For the year ended December 31, 2015, EQT Production recognized pre-tax impairment charges on proved oil and gas properties of $98.6 million, which is included in impairment of long-lived assets in the Statements of Consolidated Operations. The 2015 impairment included a charge of $94.3 million to record the proved properties in the Permian Basin of Texas at a fair value of $44.8 million and a charge of $4.3 million to record the proved properties in the Utica Shale of Ohio at a fair value of $5.7 million. After this charge to the Permian assets, the carrying value of Permian properties as of December 31, 2015 was approximately $345 million, including approximately $300 million of undeveloped properties. The 2015 impairment on proved properties in the Permian Basin of Texas was due to a decline in commodity prices. The 2015 impairment in the Utica Shale of Ohio was a result of insufficient recovery of hydrocarbons to support continued development, along with the decline in commodity prices.existed.

Capitalized costs of unproved oil and gas properties are evaluated at least annually for recoverability on a prospective basis.  Indicators of potential impairment include changes brought about by economic factors, potential shifts in business strategy employed by management and historical experience.  The likelihood of an impairment of unproved oil and gas properties increases as the expiration of a lease term approaches if drilling activity has not commenced. If it is determined that the properties willCompany does not yield proved reserves,intend to drill on the related costsproperty prior to expiration or does not have the intent and ability to extend, renew, trade, or sell the lease prior to expiration, an impairment expense is recorded. Expense for lease expirations that were not previously impaired are expensed inrecorded as the period in which that determination is made.  For the year ended December 31, 2017, EQT Production recorded no unproved property impairment.leases expire. For the years ended December 31, 2018, 2017 and 2016, and 2015, EQT Productionthe Company recorded unproved property impairments of $6.9$279.7 million, $7.6 million and $19.7$15.7 million, respectively which are included in impairment of long-lived assets in the Statements of Consolidated Operations.for lease impairments and expirations. The Company’s unproved property impairment in 2016 and 2015 related to leases not yet expired that would not be drilled prior to expiration. In addition, unproved lease expirations prior to drilling of $7.6 million, $8.7 million and $37.4 million are included in exploration expense of EQT Production for the years ended December 31, 2017, 2016 and 2015, respectively. Unproved properties had a net book value of $5,016.3$4,166.0 million and $1,698.8$5,016.3 million at December 31, 20172018 and 2016,2017, respectively.

During each of the years 2017, and 2015, the Company drilled one exploratory dry hole within its non-core acreage and the related expenditures have been included within exploration expense in the Statements of Consolidated Operations as offor the year ended December 31, 20172017. There were no exploratory wells drilled during 2018 and 2015, respectively. Therethere were no capitalized exploratory wells costs at December 31, 2017. At December 31, 2016, the Company had $5.1 million of capitalized exploratory well costs.

Gathering2018 and transmission property, plant and equipment is carried at cost.  Depreciation is calculated using the straight-line method based on estimated service lives.  The Company's property consists largely of gathering and transmission systems (20 - 65 year estimated service life), buildings (35 year estimated service life), office equipment (3 - 7 year estimated service life), vehicles (5 year estimated service life), and computer and telecommunications equipment and systems (3 - 7 year estimated service life). Water pipelines, pumping stations and impoundment facilities are carried at cost and depreciated on a straight line basis over a useful life of 10 to 15 years.

Maintenance projects that do not increase the overall life of the related assets are expensed.  When maintenance materially increases the life or value of the underlying asset, the cost is capitalized.

When events or changes in circumstances indicate that the carrying amount of any long-lived asset other than proved and unproved oil and gas properties may not be recoverable, the Company reviews its long-lived assets for impairment by first comparing the carrying value of the assets to the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the assets.  If the carrying value exceeds the sum of the assets’ undiscounted cash flows, the Company records an impairment loss equal to the difference between the carrying value and fair value of the assets. No impairment of any long-lived asset other than proved and unproved oil and gas properties was recorded in 2017. During the year ended December 31, 2016, the Company

recorded an impairment of long-lived assets of approximately $59.7 million related to certain gathering assets sold to EQM in October 2016. Using the income approach and Level 3 fair value inputs, these gathering assets were written down to fair value. The impairment was triggered by a reduction in estimated future cash flows caused by the low commodity price environment and resulting reduced producer drilling activity and related throughput. During the year ended December 31, 2015, the Company recorded an impairment of long-lived assets of approximately $4.2 million related to an asset that will not be utilized in operations.

Goodwill: Goodwill is the cost of an acquisition less the fair value of the identifiable net assets of the acquired business.

At November 30, 2018, prior to the completion of the annual goodwill impairment test, the goodwill balance totaled $530.8 million. Goodwill is evaluatedtested for impairment at least annually, or wheneverthe Company's single reporting unit level on an annual basis and between annual tests if events or changes in circumstances indicate it is more likely than not that the fair value of a reporting unit is less thanbelow its carrying amount.value. The Company may first considerconsidered market capitalization and other valuation techniques, as applicable, when estimating fair value for goodwill

impairment testing purposes. In connection with the annual goodwill impairment testing for 2018, the Company identified several qualitative factors that are considered in assessing goodwill for impairment. These factors included the steep decline in the Company's stock price through the quarter ended December 31, 2018, the weak market performance of the Company's peers for the same period, exceeding the Company's capital budget as announced in October 2018, recent operational volume curtailments and the Company's new strategy to assess whether there are indicators that it is more likely than not thatslow the fair valuecadence of a reporting unit may not exceed its carrying amount. Tofuture drilling operations to generate near-term free cash flow.

The Company conducted the extent that such indicators exist, a two-stepfirst step of the goodwill impairment test is completed. The first step comparesfor the fair value of asingle reporting unit to its carrying value. If the carrying amountas of a reporting unit exceeds its fair value, the second step compares the implied fair value of the goodwill of a reporting unit to its carrying value. If the carrying value of the goodwill of a reporting unit exceeds its implied fair value, the difference is recognized as an impairment charge.November 30, 2018. The Company usesutilized its market capitalization plus a combination of the income and market approachescontrol premium approach to estimate the fair value of the Company (and in turn the single reporting unit). The estimated market capitalization was determined by multiplying the 30 day weighted average stock price and the Company's common shares outstanding as of November 30, 2018. Based on the analysis utilizing the market capitalization plus control premium approach, the estimated fair value of the reporting unit was significantly less than its carrying value. As the Company adopted ASU No. 2017-04 (ASU 2017-04), Simplifying the Test of Goodwill Impairment, all of the goodwill was impaired. This impairment charge was classified as a reporting unit.

The Company evaluated goodwill for impairment at December 31, 2017 and determined there was no indicatorcomponent of impairment.operating expenses.

Intangible Assets: IntangibleThese intangible assets arewere initially recorded under the acquisition method of accounting at their estimated fair values at the Rice Merger (defined in Note 3) acquisition date. Fair value is calculated as the present value of estimated future cash flows using a risk-adjusted discount rate. The Company’s intangible assets are composed of customer relationships and non-compete agreements with former Rice Energy Inc. (Rice) executives. The customer relationships acquired have a useful life of approximately 15 years and the non-competitionnon-compete agreements have a useful life of 3 years. The Company calculates amortization of intangible assets using the straight-line method over the estimated useful life of the intangible assets. Amortization expense recorded in the consolidated statementsStatements of operations for the year endedConsolidated Operations as of December 31, 2018 and 2017 was $10.9$41.4 million and $5.4 million. The estimated annual amortization expense over the next fiveremaining two years is as follows: 2018 $82.9 million, 2019 $82.9 million, 2020 $77.5 million, 2021 $41.5$41.4 million and 2022 $41.52020 $35.9 million.

Intangible assets, net as of December 31, 2018 and 2017 are detailed below.

(in thousands)December 31, 2017
Customer relationships$623,200
Less: accumulated amortization for customer relationships(5,540)
Non-compete agreements124,100
Less: accumulated amortization for non-compete agreements(5,400)
Intangible assets, net$736,360
 December 31,
 2018 2017
 (Thousands)
Non-compete agreements$124,100
 $124,100
Less: accumulated amortization(46,767) (5,400)
Intangible assets, net$77,333
 $118,700

Sales and Retirements Policies:  No gain or loss is recognized on the partial sale of proved developed oil and gas reserves unless non-recognition would significantly alter the relationship between capitalized costs and remaining proved reserves for the affected amortization base.  When gain or loss is not recognized, the amortization base is reduced by the amount of the proceeds.
Regulatory Accounting:  The regulated operations of EQM Transmission include interstate pipeline and storage operations subject to regulation by the FERC. EQM Gathering's regulated operations include certain FERC-regulated gathering operations.  The application of regulatory accounting allows the Company to defer expenses and income on its Consolidated Balance Sheets as regulatory assets and liabilities when it is probable that those expenses and income will be allowed in the rate setting process in a period different from the period in which they would have been reflected in the Statements of Consolidated Operations for a non-regulated company.  The deferred regulatory assets and liabilities are then recognized in the Statements of Consolidated Operations in the period in which the same amounts are reflected in rates.


The following table presents the total regulated net revenues and operating expenses included in the operations of EQM Transmission and EQM Gathering: 
 Years Ended December 31,
 2017 2016 2015
 (Thousands)
Net revenues$390,883
 $347,320
 $309,984
Operating expenses$151,510
 $118,611
 $109,954
The following table presents the regulated net property, plant and equipment included in EQM Transmission and EQM Gathering:
 As of December 31,
 2017 2016
 (Thousands)
Property, plant & equipment$1,787,656
 $1,675,433
Accumulated depreciation and amortization(278,756) (234,336)
Net property, plant & equipment$1,508,900
 $1,441,097
Regulatory assets associated with deferred taxes of $17.7 million and $20.3 million as of December 31, 2017 and 2016, respectively, are included in other assets in the Consolidated Balance Sheets and primarily represent deferred income taxes recoverable through future rates related to a historical deferred tax position and the equity component of allowance for funds used during construction (AFUDC). The Company expects to recover the amortization of the deferred tax position ratably over the corresponding life of the underlying assets that created the difference. The deferred tax regulatory asset associated with AFUDC represents the offset to the deferred taxes associated with the equity component of AFUDC of long-lived assets. Taxes on capitalized funds used during construction and the offsetting deferred income taxes will be collected through rates over the depreciable lives of the long-lived assets to which they relate.

Regulatory liabilities associated with deferred taxes of $11.3 million as of December 31, 2017 are included in the Consolidated Balance Sheets and represent excess deferred taxes associated with public utility property as a result of the federal income tax rate reduction from 35% to 21% (as discussed in Note 11). Following the normalization provisions of the Internal Revenue Code (IRC), this regulatory liability is amortized on a straight-line basis over the estimated remaining life of the related assets.

Derivative Instruments: Derivatives are held as part of a formally documented risk management program. The Company’s use of derivative instruments is implemented under a set of policies approved by the Company’s Hedge and Financial Risk Committee (HFRC) and reviewed by the Audit Committee of the Company's Board of Directors. The HFRC is composed of the president and chief executive officer, the chief financial officer and other officers of the Company.

In regards to commodity price risk, the financial instruments currently utilized by the Company are primarily fixed price swap agreements, collar agreements and option agreements. The Company engages in basis swaps to protect earnings from undue exposure to the risk of geographic disparities in commodity prices and may engage in interest rate swaps to hedge exposure to interest rate fluctuations on potential debt issuances. The Company also uses a limited number of other contractual agreements in implementing its commodity hedging strategy. The Company has an insignificant number of natural gas derivative instruments for trading purposes.

Effective December 31, 2014, the Company elected to de-designate all derivative commodity instruments that were designated and qualified as cash flow hedges. Any changes in fair value of derivative instruments are recognized net within operating revenues in the Statements of Consolidated Operations. If a cash flow hedge was terminated or de-designated as a hedge before the settlement date of the hedged item, the amount of deferred gain or loss within accumulated other comprehensive income (OCI) recorded up to that date remained deferred, provided that the forecasted transaction remained probable of occurring. Subsequent changes in fair value of a de-designated derivative instrument are recorded in earnings. The amount recorded in accumulated OCI is related to instruments that were previously designated as cash flow hedges. Since December 31, 2014, the Company has not designated any new derivative instruments as cash flow hedges.

AFUDC:   Carrying costs for the construction of certain regulated assets are capitalized by the Company and amortized over the related assets’ estimated useful lives. The capitalized amount includes interest cost (debt portion) and a designated cost of equity (equity portion) for financing the construction of these assets which are subject to regulation by the FERC.

The debt portion of AFUDC is calculated based on the average cost of debt and is included as a reduction of interest expense in the Statements of Consolidated Operations.  AFUDC interest costs capitalized were $0.8 million, $2.4 million and $1.6 million for the years ended December 31, 2017, 2016 and 2015, respectively.
The equity portion of AFUDC is calculated using the most recent equity rate of return approved by the applicable regulator.  Equity amounts capitalized are included in other income in the Statements of Consolidated Operations.  The AFUDC equity amounts capitalized were $5.1 million, $19.4 million and $6.3 million for the years ended December 31, 2017, 2016 and 2015, respectively. 

Other Current Liabilities:  Other current liabilities as of December 31, 20172018 and 20162017 are detailed below.
December 31,December 31,
2017 20162018 2017
(Thousands)(Thousands)
Mountain Valley Pipeline, LLC capital call$105,734
 $11,471
Incentive compensation91,363
 100,762
$46,937
 $72,910
Taxes other than income78,749
 56,874
75,978
 62,091
Accrued interest payable52,993
 39,593
42,998
 41,926
Legal reserve53,500
 
Severance accrual41,474
 338
8,893
 41,474
All other accrued liabilities60,212
 27,681
26,381
 55,875
Total other current liabilities$430,525
 $236,719
$254,687
 $274,276
 
Revenue Recognition:  Revenue is recognized for productionFor information on revenue recognition from contracts with customers and gathering activities when deliveries of natural gas, NGLs and crude oil occur and title to the products is transferred to the buyer. Revenues from natural gas transmission and storage activities are recognized in the period the service is provided. Reservation revenues on firm contracted capacity are recognized over the contract period based on the contracted volume regardless of the amount of natural gas that is transported. The Company reports revenue from all energy trading contracts net in the Statements of Consolidated Operations, regardless of whether the contracts are physically or financially settled. Contracts which result in physical delivery of a commodity expected to be used or sold by the Company in the normal course of business are considered normal purchases and sales and are not subject to derivative accounting. Revenues from these contracts are recognized at contract value when delivered and are reported in operating revenues.  The Company reports all gains and losses on its derivative commodity instruments, net as operating revenues on its Statements of Consolidated Operations. The Company uses the gross method to account for overhead cost reimbursements from joint operating partners. During periods in which rates are subject to refund as a result of a pending rate case, the Company records revenue at the rates which are pending approval but reserves these revenues to the level of previously approved rates until the final settlement of the rate case. See Recently Issued Accounting Standards within this footnote for further information.
Investments in Consolidated Affiliates: In January 2015, the Company formed EQT GP Holdings, LP (EQGP) to own the Company's partnership interests in EQM. On May 15, 2015, EQGP completed an initial public offering (IPO) of 26,450,000 common units representing limited partner interests in EQGP, which represented 9.9% of EQGP's outstanding limited partner interests. The Company retained 239,715,000 common units, which represented a 90.1% limited partner interest,see Note 4 and the entire non-economic general partner interest, in EQGP. As of December 31, 2017, EQGP owned 21,811,643 EQM common units, representing a 26.6% limited partner interest in EQM; 1,443,015 EQM general partner units, representing a 1.8% general partner interest in EQM; and all of EQM's incentive distribution rights (IDRs).

Following the Rice Merger, the Company owned 100% of the outstanding limited liability company interests in Rice Midstream Management, LLC (the RMP General Partner), the general partner of RMP, and 100% of the general partner and limited partner interests in Rice Midstream GP Holdings, LP (RMGP). As of December 31, 2017, the RMP General Partner owned the entire non-economic general partner interest in RMP, and RMGP owned 3,623 RMP common units and 28,753,623 subordinated units, representing a 28.1% limited partner interest in RMP, and all of RMP's IDRs. On February 15, 2018, the RMP subordinated units issued to RMGP converted into RMP common units on a one-for-one basis.

Each of EQGP, EQM and RMP are consolidated in the Company's consolidated financial statements, and the Company reports the noncontrolling interests of the public limited partners in its financial statements. See Notes 3, 4 and5.

Strike Force Midstream Holdings LLC (Strike Force Holdings), an indirect wholly owned subsidiary of the Company, owns a 75% limited liability interest in Strike Force Midstream LLC (Strike Force Midstream). The Company consolidates Strike Force

Midstream and records the noncontrolling interest of the minority owners in its financial statements. Strike Force Holdings results are reported in the results of the EQT Production business segment in Note 13.

Investment in Unconsolidated Entity: Investments in a company in which the Company has the ability to exert significant influence over operating and financial policies (generally 20% to 50% ownership), but which the Company does not control, are accounted for using the equity method. Under the equity method, investments are initially recorded at cost and adjusted for dividends and undistributed earnings and losses.  The Company evaluates its investment in the unconsolidated entities for impairment whenever events or changes in circumstances indicate that the carrying value of such investments may have experienced a decline in value. When there is evidence of loss in value that is other than temporary, the Company compares the estimated fair value of the investment to the carrying value of the investment to determine whether impairment has occurred. If the estimated fair value is less than the carrying value, the excess of the carrying value over the estimated fair value is recognized as an impairment loss. See Note 12.5, respectively.
 
Unamortized Debt Discount and Issuance Expense: Discounts and expenses incurred with the issuance of debt are amortized over the term of the debt. These amounts are presented as a reduction of Senior Notes on the accompanying Consolidated Balance Sheets. See Note 15.10.

Transportation and Processing:  Third-party costsCosts incurred to gather, process and transport gas produced by EQT Productionthe Company to market sales points are recorded as transportation and processing costs in the Statements of Consolidated Operations. The Company markets some transportation for resale. These costs, which are not incurred to transport gas produced by EQT Production,the Company, are reflected as a deduction from pipeline, water and net marketing services and other revenues.

Income Taxes:  The Company files a consolidated federal income tax return and utilizes the asset and liability method to account for income taxes.  The provision for income taxes represents amounts paid or estimated to be payable, net of amounts refunded or estimated to be refunded, for the current year and the change in deferred taxes, exclusive of amounts recorded in OCI.Other Comprehensive Income (OCI). Any refinements to prior years’ taxes made due to subsequent information are reflected as adjustments in the current period.  Separate income taxes are calculated for income from continuing operations, income from discontinued operations and items charged or credited directly to shareholders’ equity.
 
Deferred income tax assets and liabilities are determined based on temporary differences between the financial reporting and tax bases of assets and liabilities and are recognized using enacted tax rates for the effect of such temporary differences.  Deferred tax assets are reduced by a valuation allowance if it is more likely than not that some portion or all of the deferred tax asset will not be realized.
 
In accounting for uncertainty in income taxes of a tax position taken or expected to be taken in a tax return, the Company utilizes a recognition threshold and measurement attribute for the financial statement recognition and measurement.  The recognition threshold requires the Company to determine whether it is more likely than not that a tax position will be sustained upon examination, including resolution of any related appeals or litigation processes, based on the technical merits of the position in order to record any financial statement benefit.  If it is more likely than not that a tax position will be sustained, then the Company must measure the tax position to determine the amount of benefit to recognize in the financial statements.  The tax position is measured at the largest amount of benefit that is greater than 50% likely of being realized upon ultimate settlement.  The Company recognizes interest and penalties accrued related to unrecognized tax benefits in income tax expense.
 
Provision for Doubtful Accounts: Judgment is required to assess the ultimate realization of the Company’s accounts receivable, including assessing the probability of collection and the creditworthiness of certain customers.  Reserves for uncollectible accounts are recorded as part of selling, general and administrative expense in the Statements of Consolidated Operations.  The reserves are based on historical experience, current and expected economic trends and specific information about customer accounts. 
 
Earnings Per Share (EPS):  Basic EPS are computed by dividing net income attributable to EQT by the weighted average number of common shares outstanding during the period, without considering any dilutive items.  Diluted EPS are computed by dividing net income attributable to EQT by the weighted average number of common shares and potentially dilutive securities, net of shares assumed to be repurchased using the treasury stock method.  Purchases of treasury shares are calculated using the

average share price for the Company’s common stock during the period.  Potentially dilutive securities arise from the assumed conversion of outstanding stock options and other share-based awards. See Note 17.

In periods when the Company reports a net loss, all options and restricted stock are excluded from the calculation of diluted weighted average shares outstanding because of their anti-dilutive effect on loss per share. As a result, all options and all restricted stock were excluded from the calculation of diluted EPS for the years ended December 31, 2018 and 2016. Potentially dilutive securities (options and restricted stock awards) included in the calculation of diluted EPS totaled 346,528 shares for the year ended December 31, 2017. Options to purchase common stock excluded from potentially dilutive securities because they were anti-dilutive totaled 429,785 shares for the year ended December 31, 2017.
 
Asset Retirement Obligations:  The Company accrues a liability for legal asset retirement obligations based on an estimate of the timing and amount of settlement. For oil and gas wells, the fair value of the Company’s plugging and abandonment obligations is required to be recorded at the time the obligations are incurred, which is typically at the time the wells are spud. Upon initial

recognition of an asset retirement obligation, the Company increases the carrying amount of the long-lived asset by the same amount as the liability. Over time, the liabilities are accreted for the change in their present value, through charges to depreciation depletion and amortization,depletion, and the initial capitalized costs are depleted over the useful lives of the related assets.

EQT Production’sThe Company’s asset retirement obligations related to the abandonment of oil and gas producing facilities include reclaiming drilling sites, plugging wells and dismantling related structures. Estimates are based on historical experience in plugging and abandoning wells and reclaiming or disposing of other assets as well as the estimated remaining lives of the wells and assets. RMP Water's asset retirement obligations relate to dismantling, reclaiming or disposing of water services assets.

The Company is under no legal or contractual obligation to restore or dismantle its gathering systems and transmission and storage system upon abandonment. Additionally, the Company operates and maintains its gathering systems and transmission and storage system and it intends to do so as long as supply and demand for natural gas exists, which the Company expects for the foreseeable future. Therefore, the Company does not have any asset retirement obligations related to its gathering systems and transmission and storage system as of December 31, 2017 and 2016.

The following table presents a reconciliation of the beginning and ending carrying amounts of the Company’s asset retirement obligations which are included in other liabilities and credits in the Consolidated Balance Sheets.  The Company does not have any assets that are legally restricted for purposes of settling these obligations.
Years Ended December 31,December 31,
2017 20162018 2017
(Thousands)(Thousands)
Asset retirement obligation as of beginning of period$243,600
 $168,142
$443,349
 $243,600
Accretion expense13,679
 9,696
17,513
 13,644
Liabilities incurred19,678
 2,943
7,785
 19,678
Liabilities settled(3,838) (1,484)(3,722) (3,750)
Liabilities assumed in Rice Merger50,941
 
Liabilities assumed in the Rice Merger27,999
 41,655
Liabilities removed due to divestitures(231,936) (88)
Change in estimates128,610
 64,303
26,817
 128,610
Asset retirement obligation as of end of period$452,670
 $243,600
$287,805
 $443,349

During 20172018 and 2016,2017, the Company had changes in estimates for the plugging of conventional and horizontal wells, primarily related to increased cost assumptions of complying with existing regulatory requirements which were derived, in part, based on recent plugging experience and actual costs incurred.  The Company operates in several states that have implemented enhanced requirements that resulted in the use of additional materials during the plugging process which has increased the estimated cost to plug these wells over recent years.

Self-Insurance: The Company is self-insured for certain losses related to workers’ compensation and maintains a self-insured retention for general liability, automobile liability, environmental liability and other casualty coverage.  The Company maintains stop loss coverage with third-party insurers to limit the total exposure for general liability, automobile liability, environmental liability and workers’ compensation.  The recorded reserves represent estimates of the ultimate cost of claims incurred as of the balance sheet date.  The estimated liabilities are based on analyses of historical data and actuarial estimates and are not discounted.  The liabilities are reviewed by management quarterly and by independent actuaries annually to ensure that they are appropriate.  While the Company believes these estimates are reasonable based on the information available, financial results could be impacted if actual trends, including the severity or frequency of claims, differ from estimates.
 
Noncontrolling Interests: Noncontrolling interests represent third-party equity ownership in EQGP, EQM, RMP and Strike Force Midstream and are presented as a component of equity in the Consolidated Balance Sheets. In the Statements of Consolidated Operations, noncontrolling interests reflect the allocation of earnings to third-party investors. See Notes 3, 4, and 5 for further discussion of noncontrolling interests related to EQGP, EQM and RMP, respectively, and Note 13 for further discussion of the noncontrolling interest in Strike Force Midstream.

Pension and Other Post-Retirement Benefit Plans: The Company, as sponsor of the EQT Corporation Retirement Plan for Employees (Retirement Plan), a defined benefit pension plan, terminated the Retirement Plan effective December 31, 2014. On March 2, 2016, the Internal Revenue Service (IRS) issued a favorable determination letter for the termination of the Retirement Plan. On June 28, 2016, the Company purchased annuities from, and transferred the Retirement Plan assets and liabilities to, American General Life Insurance Company. As a result, during 2016, the Company reclassified the actuarial losses remaining in

accumulated other comprehensive loss of approximately $9.4 million to earnings and approximately $5.1 million to a regulatory

asset that will be amortized for rate recovery purposes over a period of 16 years.earnings. In connection with the purchase of annuities, the Company made a cash payment of approximately $5.4 million to fully fund the Retirement Plan upon liquidation during the second quarter of 2016.

Currently, the Company recognizes expense for on-going post-retirement benefits other than pensions, a portion of which expense is subject to recovery in the approved rates of EQM's rate-regulated business.

pensions. Expense recognized by the Company related to its defined contribution plan totaled $17.3 million in 2018, $16.6 million in 2017 and $16.0 million in 20162016.

Discontinued Operations: For businesses classified as discontinued operations, the balance sheet amounts and $15.7 million in 2015.results of operations are reclassified from their historical presentation to assets and liabilities of discontinued operations on the Consolidated Balance Sheet and to discontinued operations on the Statement of Consolidated Operations for all periods presented. The Statement of Consolidated Cash Flows is not required to be reclassified for discontinued operations for any period. See Note 2.

Supplemental Cash Flow Information: Non-cash investing activities for the year ended December 31, 2018 included $34.6 million for asset retirement cost additions, $(274.2) million for changes in accruals of property, plant and equipment, $14.4 million for measurement period adjustments for 2017 acquisitions, $4.3 million in capitalized non-cash share-based compensation and $176.6 million for the increase in the capital contributions payable to Mountain Valley Pipeline, LLC. Non-cash investing activities for the year ended December 31, 2017 included $143.6 million for asset retirement cost additions, $94.3 million for the increase in the MVP investment as a result of the capital contributions payable, $4.4 million for changes in accruals of property, plant and equipment, $10.0 million of net liabilities assumed in 2017 acquisitions, $(14.3) million for measurement period adjustments for 2016 acquisitions, and $9.0 million in capitalized non-cash stock based compensation.compensation and $94.3 million for the increase in the capital contributions payable to Mountain Valley Pipeline, LLC. See discussion of equity issued in consideration for the Rice Merger in Note 2.3. Non-cash investing activities for the year ended December 31, 2016 included $87.6 million of net liabilities assumed in acquisitions, $(27.7) million for changes in accruals of property, plant and equipment, $66.2 million for asset retirement cost additions, $16.6 million in capitalized non-cash stock based compensation and $11.5 million for the increase in the MVP investment as a result of the capital contributions payable and $16.6 million in capitalized non-cash stock based compensation. Non-cash investing activities for the year ended December 31, 2015 included $(114.8) million for changes in accruals of property, plant and equipment, $7.0 million for asset retirement cost additions, and $25.2 million in capitalized non-cash stock based compensation.to Mountain Valley Pipeline, LLC.

Recently Issued Accounting Standards: In May 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2014-09, Revenue from Contracts with Customers. The standard requires an entity to recognize revenue in a manner that depicts the transfer of goods or services to customers at an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. In August 2015, the FASB issued ASU No. 2015-14, Revenue from Contracts with Customers - Deferral of the Effective Date which approved a one year deferral of ASU No. 2014-09 for annual reporting periods beginning after December 15, 2017. During the third quarter of 2017, the Company substantially completed its detailed review of the impact of the standard on each of its contracts. The Company adopted the ASUsthis standard on January 1, 2018 using the modified retrospective method of adoption on January 1, 2018 andadoption. Adoption of the ASU did not require an adjustment to the opening balance of equity. The Company does not expect the standard to have a significant impact on its results of operations, liquidity or financial position in 2018. Additional disclosures will be required to describe the nature, amount, timing and uncertainty of revenue and cash flows from contracts with customers including disaggregation of revenue and remaining performance obligations. The Company implemented processes to ensure new contracts are reviewed for the appropriate accounting treatment and generateFor the disclosures required under the new standard in the first quarter of 2018.by this ASU, see Note 4.

In January 2016, the FASB issued ASU No. 2016-01, Financial Instruments-Overall: Recognition and Measurement of Financial Assets and Financial Liabilities. The changes primarily affect thestandard affects accounting for equity investments and financial liabilities under the fair value option, and the presentation and disclosure requirements for financial instruments. This standard will eliminateinstruments, and eliminates the cost method of accounting for equity investments. The ASU will be effective for annual reporting periods beginning after December 15, 2017, including interim reporting periods within that reporting period, with early adoption of certain provisions permitted. The Company will adoptadopted this standard in the first quarter of 2018 and does not expect thatwhich resulted in a cumulative effect adjustment of $4.1 million on the adoptionStatement of the standard will have a material impact on its financial statements and related disclosures.Consolidated Equity.

In February 2016, the FASB issued ASU No. 2016-02, Leases. The primary effect of adopting the new standard on leases will be to record assets and obligationsliabilities for contracts currently recognized as operating leases. LesseesIn July 2018, the FASB issued targeted improvements to this ASU in ASU 2018-11. This update provides entities with an optional transition method, which permits an entity to initially apply the new leases standard at the adoption date and lessors must applyrecognize a modified retrospectivecumulative-effect adjustment to the opening balance of retained earnings in the period of adoption. The Company adopted the ASUs using the optional transition approach. The ASU will be effective for annual reporting periods beginning after December 15, 2018, including interim periods within that reporting period, with early adoption permitted.method on January 1, 2019 and did not require an adjustment to the opening balance of equity. The Company has completedadopted the practical expedient package, the land easement and short-term lease recognition exemption provided for under the new standard. The Company also elected a high level identification of agreements covered by this standardpractical expedient that permits combining lease and will continue to evaluatenon-lease components in a contract and accounting for the impact this standard will have on its financial statements, internal controls and related disclosures.combination as a lease.

In March 2016, the FASB issued ASU No. 2016-09, Compensation-Stock Compensation: Improvements to Employee Share-Based Payment Accounting. This ASU is partThe quantitative impacts of the FASB initiative to reduce complexitynew standard are dependent on the leases in accounting standards. The areas for simplification in this ASU involve several aspectsexistence at the time of reporting. As a result, the evaluation of the accounting for employee share-based payment transactions, includingeffect of the income tax consequences, classification of awards as either equity or liabilities and classificationnew standard on the statementresults of cash flows. The Company adopted this standardoperations and liquidity will change as new leases are entered into in the first quarter of 2017 with nofuture. However, the Company does not expect the standard to have a significant impact on its financial statementsresults of operations or liquidity in 2019. In 2019, the Company expects to record a lease liability and offsetting right of use asset between $100 million and $125 million on the Consolidated Balance Sheet sheet associated with its leases which are primarily related disclosures.to facilities, production rigs and compressors.

Additional disclosures will be required to describe the nature, amount, significant assumptions and judgments made, maturity analysis of its lease liabilities and accounting policy elections from leases. The Company chosehas implemented a new lease

accounting system and related processes to adopt the classification of excess tax benefits on the statement of cash flows prospectively. Therefore, prior periods have not been adjusted.

ensure that contracts that contain lease components are appropriately accounted for under ASC Topic 842, including both new contracts and modifications to existing contracts.

In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments-Credit Losses: Measurement of Credit Losses on Financial Instruments. This ASU amends guidance on reporting credit losses for assets held at amortized cost basis and available for sale debt securities. For assets held at amortized cost basis, this ASU eliminates the probable initial recognition threshold in current GAAP and instead, requires an entity to reflect its current estimate of all expected credit losses. The amendments affect loans, debt securities, trade receivables, net investments in leases, off balance sheet credit exposures, reinsurance receivables, and any other financial assets not excluded from the scope that have the contractual right to receive cash. The ASU will be effective for annual reporting periods beginning after December 15, 2019, including interim periods within that reporting period. The Company is currently evaluating the impact this standard will have on its financial statements and related disclosures.

In AugustNovember 2016, the FASB issued ASU No. 2016-15,2016-18, Statement of Cash Flows: Classification of CertainRestricted Cash Receipts and Cash Payments. This ASU addressesrequires that a statement of cash flows explain the presentation and classification of eight specific cash flow issues. The amendmentschange during the period in the ASU willtotal of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. Therefore, amounts generally described as restricted cash and restricted cash equivalents should be effective for public business entities for annual reporting periodsincluded with cash and cash equivalents when reconciling the beginning after December 15, 2017, including interim periods within that reportingof period with early adoption permitted.and end of period total amounts shown on the statement of cash flows. The Company anticipatesadopted this standard will not have a material impactin the first quarter of 2018. The Company had $75 million in restricted cash at December 31, 2016. In accordance with ASU 2016-18, restricted cash is included in the beginning of period cash balance and excluded from investing activities on its financial statements and related disclosures.the Statements of Consolidated Cash Flows for the year ended December 31, 2017. The Company had no restricted cash on the Consolidated Balance Sheet at December 31, 2018 or 2017.

In January 2017, the FASB issued ASU No. 2017-01, Business Combinations (Topic 805):Combinations: Clarifying the Definition of a Business. This ASU clarifies the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The ASU will be effective for public business entities for annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period, with early adoption permitted. The Company anticipatesadopted this standard will not have a material impactin the first quarter of 2018 with no significant effect on its financial statements andor related disclosures.

In January 2017, the FASB issued ASU No. 2017-04, Simplifying the Test of Goodwill Impairment (Topic 350). This ASU simplifies the quantitative goodwill impairment test requirements by eliminating the requirement to calculate the implied fair value of goodwill (Step 2 of the current goodwill impairment test).goodwill. Instead, a company wouldis required to record an impairment charge based on the excess of a reporting unit’s carrying value over its fair value (measured in Step 1 of the current goodwill impairment test). This update is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years, and early adoption is permitted. Entities will apply thevalue. The standard’s provisions are to be applied prospectively. The Company is currently evaluatingadopted this standard in the impact that this guidance will havefirst quarter of 2018 with no significant effect on its consolidated financial statements but currently believes it will not have a material quantitative effect onor related disclosures. However as discussed in Note 3, the financial statements, unlessCompany has recorded an impairment charge is necessary.in 2018 under this standard.

In March 2017, the FASB issued ASU No. 2017-07, Compensation - Retirement Benefits (Topic 715):Benefits: Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost. This ASU provides additional guidance on the presentation of net benefit cost in the income statement and on the components eligible for capitalization in assets. The ASU will be effective for public business entities for annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period, with early adoption permitted. The Company anticipatesadopted this standard will not have a material impactin the first quarter of 2018 with no significant effect on its financial statements andor related disclosures.

In May 2017, the FASB issued ASU No. 2017-09, Compensation - Stock Compensation (Topic 718):Compensation: Scope of Modification Accounting. This ASU provides guidance regarding which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting. The Company adopted this standard in the first quarter of 2018 with no significant effect on its financial statements or related disclosures. This ASU will be applied prospectively to awards modified on or after the adoption date.

In February 2018, the FASB issued ASU No. 2018-02, Income Statement—Reporting Comprehensive Income: Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income. This ASU allows companies to reclassify stranded tax effects resulting from the Tax Cuts and Jobs Act from accumulated other comprehensive income to retained earnings. The ASU is effective for annual reporting periodsfiscal years beginning after December 15, 2017,2018 and early adoption is permitted. The reclassification permitted under this ASU should be applied either in the period of adoption or retrospectively to each period (or periods) in which the effect of the change in the U.S. federal corporate income tax rate in the Tax Cuts and Jobs Act is recognized. The Company adopted the ASU on January 1, 2019 with an immaterial adjustment to other comprehensive income.

In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement, Changes to the Disclosure Requirements for Fair Value Measurement, which makes a number of changes to the hierarchy associated with Level 1, 2 and 3 fair value measurements and the related disclosure requirements. This guidance is effective for fiscal years beginning after December 15, 2019, including interim periods within that reporting period, with earlythose fiscal years. Early adoption is permitted. The Company is currently evaluating the impacteffect this standard will have on its financial statements and related disclosures but does not expect the adoption of this standard to have a material impact on its financial statements and related disclosures.

Subsequent Events: The Company has evaluated subsequent events through the date of the financial statement issuance.

2.Separation and Distribution and Discontinued Operations

On November 12, 2018, EQT completed the previously announced separation of its midstream business, which was composed of the separately operated natural gas gathering, transmission and storage, and water services businesses of EQT, from its upstream business, which is composed of the natural gas, oil and natural gas liquids development, production and sales and commercial operations of the Company (the Separation). The Separation was effected by the transfer of the midstream business from EQT to Equitrans Midstream and the distribution of 80.1% of the outstanding shares of Equitrans Midstream common stock to EQT's shareholders (the Distribution). EQT's shareholders of record as of the close of business on November 1, 2018 (the Record Date) received 0.80 shares of Equitrans Midstream common stock for every one share of EQT common stock held as of the close of business on the Record Date. EQT retained 19.9% of the outstanding shares of Equitrans Midstream common stock. EQT does not have the ability to exercise significant influence and does not have a controlling financial interest in Equitrans Midstream or any of its subsidiaries. As such, this investment is accounted for as an investment in equity securities. As of December 31, 2018, the fair value was based on the closing stock price of Equitrans Midstream multiplied by the number of shares of common stock owned by the Company. The changes in fair value since November 12, 2018 were recorded in other expense in the Statement of Consolidated Operations and resulted in an unrealized loss of approximately $72.4 million.

On November 12, 2018, in connection with the Separation and Distribution, the Company entered into several agreements with Equitrans Midstream to implement the legal and structural separation between the two companies, govern the relationship between the Company and Equitrans Midstream, and allocate between the Company and Equitrans Midstream various assets, liabilities and obligations, including, among other things, employee benefits, litigation, contracts, equipment, real property, intellectual property, and tax-related assets and liabilities. These agreements include a Separation and Distribution Agreement, Tax Matters Agreement, Employee Matters Agreement, Transition Services Agreement and Shareholder and Registration Rights Agreement. The Transition Services Agreement will terminate upon the earlier of (i) the expiration of the term of the last service provided under it, or (ii) November 12, 2019.

In the ordinary course of business, the Company engages in transactions with EQM Midstream Partners, LP (EQM) and its affiliates including, but not limited to, gas gathering agreements, transportation service and precedent agreements, storage agreements and water services agreements. These agreements have terms ranging from month-to-month up to 20 years.

Equitrans Midstream included all of the Company's former EQM Gathering, EQM Transmission and EQM Water segments. The Statements of Consolidated Operations and Consolidated Balance Sheets of Equitrans Midstream are reflected as discontinued operations for all periods presented. Prior periods have been recast to reflect this presentation. This recast also includes presenting certain transportation and processing expenses in continuing operations for all periods presented which were previously eliminated in consolidation prior to the Separation and Distribution. The cash flows related to Equitrans Midstream have not been segregated and are included within the Statements of Consolidated Cash Flows for all periods presented.


The results of operations of Equitrans Midstream are presented as discontinued operations in the Statements of Consolidated Operations as summarized below. The Company allocated all of the transaction costs associated with the Separation and Distribution to discontinued operations. The transaction costs included in the table below also included amounts that the Company allocated to discontinued operations for the Rice Merger (see Note 3).
  January 1, 2018 to November 12, 2018 Years Ended December 31,
   2017 2016
  (Thousands)
Operating revenues $388,854
 $279,422
 $217,952
Transportation and processing (803,858) (604,025) (514,373)
Operation and maintenance 99,671
 80,833
 69,308
Selling, general and administrative 62,702
 53,275
 44,022
Depreciation 160,701
 106,574
 71,469
Impairment/loss on sale of long-lived assets 
 
 59,748
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
 28,718
Interest expense 88,300
 34,801
 16,761
Income from discontinued operations before income taxes 435,405
 543,910
 499,735
Income tax expense 61,643
 72,797
 99,305
Income from discontinued operations after income taxes 373,762
 471,113
 400,430
Less: Net income from discontinued operations attributable to noncontrolling interests 237,410
 349,613
 321,920
Net income from discontinued operations $136,352
 $121,500
 $78,510

(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 that could reduce volumetric-based fee revenues of two reporting units to which the Company's goodwill was recorded. The two reporting units were Rice Retained Midstream and RMP PA Gas Gathering, which were allocated to discontinued operations as a result of the Separation and Distribution. Both of these reporting units earn 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 were utilized. The discounted cash flow method income approach applies significant inputs 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 and reference transaction method 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.

For the year ended December 31, 2018, the fair value of the Rice Retained Midstream reporting unit was greater than its carrying value; however, the carrying value of the RMP PA Gas Gathering reporting unit exceeded its fair value. As a result, impairment of goodwill of $267.9 million was recorded with a corresponding decrease to goodwill on the Consolidated Balance Sheet and allocated to discontinued operations.


The carrying amount of the major classes of assets and liabilities related to Equitrans Midstream classified as assets and liabilities of discontinued operations in the Consolidated Balance Sheet at December 31, 2017 are presented in the below table.
  December 31, 2017
  (Thousands)
Total assets of discontinued operations  
Cash and cash equivalents $121,004
Accounts receivable, net 60,551
Prepaid expenses and other (a) (25,295)
Current assets of discontinued operations 156,260
   
Net property, plant and equipment 5,155,007
Intangible assets, net 617,660
Goodwill 1,527,877
Investment in nonconsolidated entity 460,546
Other assets 28,168
Noncurrent assets of discontinued operations 7,789,258
Total assets of discontinued operations $7,945,518
   
Total liabilities of discontinued operations  
Accounts payable (a) $(71,809)
Other current liabilities 151,842
Current liabilities of discontinued operations 80,033
Credit facility borrowings 466,000
Senior Notes 987,352
Deferred income taxes (121,062)
Notes payable to EQM Midstream Partners, LP (See Note 10) (114,720)
Other liabilities and credits 30,462
Noncurrent liabilities of discontinued operations 1,248,032
Total liabilities of discontinued operations $1,328,065

(a)As of December 31, 2017, prepaid expenses and other represents the receivable from Equitrans Midstream and accounts payable represents the payable to Equitrans Midstream.


The following table presents amounts of the discontinued operations related to Equitrans Midstream which are included in the Statements of Consolidated Cash Flows.
  January 1, 2018 to November 12, 2018 Years Ended December 31,
   2017 2016
  (Thousands)
Operating activities:      
Deferred income tax (benefit) expense $(373,405) $43,471
 $(21,936)
Depreciation 160,701
 106,574
 71,469
Amortization of intangibles 36,007
 5,540
 
Asset impairments 
 
 59,748
Goodwill impairment 267,878
 
 
Other income (51,450) (27,281) (29,300)
Share-based compensation expense $1,841
 $468
 $373
Investing activities:      
Capital expenditures $(732,727) $(380,151) $(584,819)
Capital contributions to Mountain Valley Pipeline, LLC (a) (820,943) (159,550) (98,399)
Sales of interests in Mountain Valley Pipeline, LLC (a) $
 $
 $12,533
Financing activities:      
Net proceeds from the issuance of common units of EQM $
 $
 $217,102
Proceeds from issuance of debt 2,500,000
 
 500,018
Increase in borrowings on credit facilities 3,378,500
 544,084
 740,000
Repayment of borrowings on credit facilities (3,219,500) (344,000) (1,039,000)
Distributions to noncontrolling interests (380,651) (236,123) (189,981)
Contribution to Strike Force Midstream LLC by minority owner, net of distribution 
 6,738
 
Acquisition of 25% of Strike Force Midstream LLC (175,000) 
 
Debt issuance costs and revolving credit facility origination fees $(40,966) $(2,257) $(8,580)

(a)The Mountain Valley Pipeline, LLC is a joint venture that is constructing the Mountain Valley Pipeline (MVP). EQM owns an interest in the joint venture and made capital contributions to the joint venture.


2.3.     Rice Merger

On November 13, 2017, the Company completed its previously announced acquisition of Rice Energy Inc. (Rice) pursuant to the Agreement and Plan of Merger, dated as of June 19, 2017 (as amended, the Merger Agreement), by and among the Company, Rice and a wholly owned indirect subsidiary of the Company (RE Merger Sub). Pursuant to the terms of the Merger Agreement, on November 13, 2017, RE Merger Sub merged with and into Rice (the Rice Merger) with Rice continuing as the surviving corporation and a wholly owned indirect subsidiary of the Company. Immediately after the effective time of the Rice Merger (the Effective Time), Rice merged with and into another wholly owned indirect subsidiary of the Company.

At the Effective Time, each share of the common stock, par value $0.01 per share, of Rice (the Rice Common Stock) issued and outstanding immediately prior to the Effective Time was converted into the right to receive 0.37 (the Exchange Ratio) of a share of the common stock, no par value, of the Company (Company Common Stock) and $5.30 in cash (collectively, the Merger Consideration). The aggregate Merger Consideration consisted of approximately 91 million shares of Company Common Stock and approximately $1.6 billion in cash (net of cash acquired and inclusive of amounts payable to employees of Rice who did not continue with the Company following the Effective Time). See Note 1813 for further details.

In connection with the closing of the Rice Merger, the Company paid an aggregate of $555.5 million, included in the cash paid for the Merger Consideration of approximately $1.6 billion (net of cash acquired and inclusive of amounts payable to employees of Rice who did not continue with the Company following the Effective Time), to affiliates of EIG Global Energy Partners (collectively, the EIG Funds) to redeem the EIG Funds' respective interests in Rice Midstream Holdings LLC (Rice Midstream Holdings) and RMGPRice Midstream GP Holdings, LP (the EIG Redemptions). Following the EIG Redemptions, each of Rice Midstream Holdings and RMGP areRice Midstream GP Holdings, LP became indirect wholly owned subsidiaries of the Company.
    
In connection with the closing of the Rice Merger, the Company repaid the $321.0 million of outstanding principal under Rice Energy Operating LLC's revolving credit facility and the $187.5 million of outstanding principal under Rice Midstream Holdings' revolving credit facility, together with interest and fees of $1.4 million and $0.3 million, respectively, and the credit agreements were terminated.

Also in connection with the Rice Merger, Rice redeemed and canceled all of its outstanding 6.25% Senior Notes due 2022 (the Rice 2022 Notes) and 7.25% Senior Notes due 2023 (the Rice 2023 Notes) on November 13, 2017. The Company made aggregate payments of $1.4 billion in connection with the note redemptions, including make whole call premiums of $42.2 million and $21.6 million for the Rice 2022 Notes and the Rice 2023 Notes, respectively, and $13.4 million of required interest payments on the Rice 2023 Notes.

The Company acquired a total of approximately 270,000 net acres through the Rice Merger, which includesincluded approximately 205,000 net Marcellus acres, as well as approximately 65,000 net Utica acres in Ohio. The Company also acquired Upper Devonian and Utica drilling rights held in Pennsylvania.

The Company also acquiredrecorded $25.4 million and $152.2 million in transaction costs in continuing operations and $13.5 million and $85.1 million in discontinued operations related to the interestsRice Merger during the years ended December 31, 2018 and 2017, respectively. Also, in RMP disclosed in Note 1.

During the nine months ended September 30, 2017, the Company expensed $8.0 million in debt issuance costs related to a bridge financing commitment to support the Rice Merger. The Company also recorded $237.3Merger, $5.1 million of which is in acquisition-related expenses related to the Rice Merger during the year ended December 31, 2017. The Rice Merger acquisition related expenses included $75.3continuing operations and $2.9 million for stock based compensation and $66.1 million for other compensation arrangements and are includedof which is in the Statement of Consolidated Operations Acquisition Costs line.discontinued operations.

Rice’s operating revenues represented approximately 10% of the Company’s consolidated operating revenues and Rice's income before income taxes represented approximately 24% of the Company’s consolidated income before income taxes, both for the year ended December 31, 2017.

Allocation of Purchase Price

The Rice Merger has beenwas accounted for as a business combination, using the acquisition method. The following table summarizes the preliminaryfinal purchase price and the preliminary estimated fair values of assets and liabilities assumed as of November 13, 2017, with any excess of the purchase price over the estimated fair value of the identified net assets acquired recorded as goodwill. Approximately, $549.2 million and $1,449.5 million of goodwill has been allocated to EQT Production and RMP Gathering, respectively. Goodwill primarily relates to the value of RMP which cannot be assigned to other assets recognized under GAAP as substantially all of RMP's revenues are from affiliates, deferred tax liabilities arising from differencesVariances between the preliminary and final purchase price allocatedallocations related to Rice’s assets and liabilities based on fair value and the tax basis of these assets and liabilities that

carried over to the Company in the Rice Merger and the Company’s ability to control the Rice acquired assets and recognize synergies. Certain data necessary to complete thestandard closing purchase price allocation is not yet available, including, but not limited to, title defect analysis and final appraisals of assets acquired and liabilities assumed and the finalization of certain income tax computations. The Company expects to complete the purchase price allocation once the Company has received all of the necessary information, at which time the value of the assets and liabilities will be revised as appropriate.

adjustments.
(in thousands)Preliminary Purchase Price Allocation
Final Purchase Price Allocation
(Thousands)
Consideration Given:  
Equity consideration$5,943,289
$5,943,289
Cash consideration1,299,407
1,299,407
Buyout of preferred equity in Rice Midstream Holdings429,708
429,708
Buyout of Common Units in RMGP125,828
Buyout of common units in Rice Midstream GP Holdings, LP125,828
Settlement of pre-existing relationships(14,699)(14,699)
Total consideration7,783,533
7,783,533
  
Fair value of liabilities assumed:  
Current liabilities566,774
577,053
Long-term debt2,151,656
2,151,656
Deferred income taxes1,106,000
1,106,773
Other long term liabilities67,533
95,712
Amount attributable to liabilities assumed3,891,963
3,931,194
  
Fair value of assets acquired:  
Cash294,671
294,671
Accounts receivable337,007
322,630
Current assets109,465
109,465
Net property, plant and equipment9,903,938
9,918,315
Intangible assets747,300
747,300
Noncontrolling interests(1,715,611)(1,715,611)
Amount attributable to assets acquired9,676,770
9,676,770
Goodwill as of December 31, 2017$1,998,726
Goodwill from Rice Merger$2,037,957
Goodwill impairment - continuing operations(530,811)
Goodwill impairment - discontinued operations(267,878)
Goodwill allocated to discontinued operations (a)(1,239,268)
Goodwill as of December 31, 2018$

(a)In conjunction with the Rice Merger, the Company had unamortized carryover tax basis of $387.1 million of tax deductible goodwill, of which the entire amount relates to discontinued operations.

The fair values of natural gas and oil properties arewere based on inputs that arewere not observable in the market and therefore represent Level 3 inputs. The fair values of natural gas and oil properties were measured using valuation techniques that convert future cash flows into a single discounted amount. Significant inputs to the valuation of natural gas and oil properties included estimates of: (i) recoverable reserves; (ii) production rates; (iii) future operating and development costs; (iv) future commodity prices; and (v) a market-based weighted average cost of capital. These inputs required significant judgments and estimates by management, are still under review, and may be subject to change. These inputs havehad a significant impact on the valuation of oil and gas properties and future changes may occur.properties. The fair value of undeveloped property was determined based upon a market approach of comparable transactions using Level 3 inputs.

The estimated fair value of midstream facilities and equipment, generally consisting of pipeline systems and compression stations, is estimated using the cost approach. Significant unobservable inputs in the estimate of fair value include management’s assumptions about the replacement costs for similar assets, the relative age of the acquired assets and any potential economic or functional obsolescence associated with the acquired assets. As a result, the estimated fair value of the midstream facilities and equipment represents a levelLevel 3 fair value measurement.

The non-controlling interest in the acquired business iswas comprised of the limited partner units in RMPRice Midstream Partners LP (RMP) which were not acquired by EQTthe Company as well as the non-controlling interest in Strike Force Midstream.Midstream LLC (Strike Force Midstream). The RMP limited partner units arewere actively traded on the New York Stock Exchage,Exchange, and were valued based on observable market prices as of the transaction date and therefore

represent a levelLevel 1 fair value measurement. The non-controlling interest in Strike Force Midstream was calculated based on the enterprise value of Strike Force Midstream and the percentage ownership not acquired by EQT.the Company. Significant unobservable inputs in the estimate of the enterprise value of Strike Force Midstream include the future revenue estimates and future cost assumptions. As a result, the non-controlling interest in Strike Force Midstream represents a levelLevel 3 fair value measurement.
As part of the preliminary purchase price allocation, the
The Company identified intangible assets for customer relationships with third party customers and non-compete agreements with certain former Rice executives. The fair value of the identified intangible assets was determined using the income approach which requires a forecast of the expected future cash flows generated and an estimated market-based weighted average cost of capital. Significant unobservable inputs in the determination of fair value include future production levels, future revenues estimates, future cost assumptions, the estimated probability that former executives would compete in the absence of such non-compete agreements and estimated customer retention rates. As a result, the estimated fair value of the identified intangible assets represents a level 3 fair value measurement. Differences between the preliminary purchase price allocation and the final purchase price allocation may change the amount of intangible assets and goodwill ultimately recognized in conjunction with the Rice Merger.
In conjunction with the Rice Merger, the Company has carryover tax basis of $422.5 million of tax deductible goodwill.

Post-Acquisition Operating Results

Subsequent to the completion of the Rice Merger, the acquired entities contributed the following to the Company’s consolidated operating results for the period from November 13, 2017 through December 31, 2017.

(in thousands) 
Revenue attributable to EQT$323,414
Net income attributable to noncontrolling interests$16,644
Net income attributable to EQT$529,743

Net income attributable to EQT includes a tax benefit of $410.9 million for the revaluation of Rice’s net deferred tax liabilities as a result of the Tax Reform Legislation discussed in Note 11.

Unaudited Pro Forma Information

The following unaudited pro forma combined financial information presents the Company’s results as though the Rice Merger had been completed at January 1, 2016. The pro forma combined financial information has been included for comparative purposes and is not necessarily indicative of the results that might have actually occurred had the Rice Merger taken place on January 1, 2016; furthermore, the financial information is not intended to be a projection of future results.

 For the year ended December 31,
(in thousands, except per share data) (unaudited)2017 2016
Pro forma operating revenues$4,809,757
 $2,288,605
Pro forma net income (loss)$2,197,041
 $(528,786)
Pro forma net income attributable to noncontrolling interests$(444,248) $(401,149)
Pro forma net income (loss) attributable to EQT$1,752,793
 $(929,935)
Pro forma income (loss) per share (basic)$6.30
 $(3.59)
Pro forma income (loss) per share (diluted)$6.29
 $(3.59)


3.     EQT GP Holdings, LP

At December 31, 2017 and 2016, EQGP owned the following EQM partnership interests, which represent EQGP's only cash-generating assets: 21,811,643 EQM common units, representing a 26.6% limited partner interest in EQM; 1,443,015 EQM general partner units, representing a 1.8% general partner interest in EQM; and all of EQM's IDRs, which entitle EQGP to receive 48.0% of all incremental cash distributed in a quarter after $0.5250 has been distributed in respect of each common unit and general partner unit of EQM for that quarter. The Company is the ultimate parent company of EQGP and EQM.
The Company received net proceeds from EQGP's 2015 IPO of approximately $674.0 million after deducting the underwriters' discount of approximately $37.5 million and structuring fees of approximately $2.7 million. EQGP did not receive any of the proceeds from, or incur any expenses in connection with, EQGP's IPO. In connection with the EQGP IPO, the Company recorded a $320.4 million gain to additional paid-in-capital, a decrease in noncontrolling interest in consolidated subsidiary of $512.9 million and an increase to deferred tax liability of $192.5 million.

The Company continues to consolidate the results of EQGP, but records an income tax provision only as to its ownership percentage. The Company records the noncontrolling interest of the EQGP and EQM public limited partners (i.e., the EQGP limited partner interests not owned by the Company and the EQM limited partner interests not owned by EQGP) in its financial statements.

On January 18, 2018, the Board of Directors of EQGP's general partner declared a cash distribution to EQGP's unitholders for the fourth quarter of 2017 of $0.244 per common unit, or approximately $64.9 million. The cash distribution will be paid on February 23, 2018 to unitholders of record, including the Company, at the close of business on February 2, 2018.

4.    EQT Midstream Partners, LPRevenue from Contracts with Customers
In January 2012, the Company formed EQM to own, operate, acquire and develop midstream assets in the Appalachian Basin. EQM provides midstream services to the Company and other third parties.

EQM Equity Offerings:As discussed in Note 1, the Company adopted ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606), on January 1, 2018 using the modified retrospective method of adoption. Adoption of the ASU did not require an adjustment to the opening balance of equity and did not materially change the Company's amount and timing of revenues. The following table summarizes EQM's public offeringsCompany applied the ASU only to contracts that were not completed as of its common units during the three years ended December 31, 2017.
  Common Units Issued GP Units Issued Price Per Unit Net Proceeds Underwriters' Discount and Other Offering Expenses
  (Thousands, except unit and per unit amounts)
March 2015 equity offering (a)
 9,487,500
 25,255
 $76.00
 $696,582
 $24,468
$750 million At the Market (ATM) Program in 2015 (b)
 1,162,475
 
 74.92
 85,483
 1,610
November 2015 equity offering (c)
 5,650,000
 
 71.80
 399,937
 5,733
$750 million ATM Program in 2016 (d)
 2,949,309
 
 $74.42
 $217,102
 $2,381


(a)The underwriters exercised their option to purchase additional common units. EQM Midstream Services, LLC, the general partner of EQM (the EQM General Partner), purchased 25,255 EQM general partner units for approximately $1.9 million to maintain its then 2.0% general partner ownership percentage. In connection with the offering, the Company recorded a $122.3 million gain to additional paid-in-capital, a decrease in noncontrolling interest in consolidated subsidiary of $195.8 million and an increase to deferred tax liability of $73.5 million. EQM used the proceeds from the offering to fund a portion of the purchase price for the NWV Gathering Transaction discussed below.

(b)In 2015, EQM entered into an equity distribution agreement that established an "At the Market" (ATM) common unit offering program, pursuant to which a group of managers, acting as EQM's sales agents, may sell EQM common units having an aggregate offering price of up to $750 million (the $750 million ATM Program). The price per unit represents an average price for all issuances under the $750 million ATM Program in 2015. The underwriters' discount and other offering expenses in the table include commissions of approximately $0.9 million and other offering expenses of approximately $0.7 million. In connection with the offerings, the Company recorded a $12.4 million gain to additional

paid-in-capital, a decrease in noncontrolling interest in consolidated subsidiary of $19.8 million and an increaseJanuary 1, 2018. The Company has elected to deferred tax liability of $7.4 million. EQM used the net proceedsexclude all taxes from the sales for general partnership purposes.

(c)EQM used the net proceeds for general partnership purposes and to repay amounts outstanding under EQM's revolving credit facility. In connection with the offering, the Company recorded a $52.1 million gain to additional paid-in-capital, a decrease in noncontrolling interest in consolidated subsidiary of $83.5 million and an increase to deferred tax liability of $31.3 million.

(d)The price per unit represents an average price for all issuances under the $750 million ATM Program in 2016. The underwriters' discount and offering expenses in the table include commissions of approximately $2.2 million. In connection with these sales, the Company recorded a $24.9 million gain to additional paid-in-capital, a decrease in noncontrolling interest in consolidated subsidiary of $39.9 million and an increase to deferred tax liability of $15.0 million. EQM used the net proceeds for general partnership purposes.

Transactions between EQT and EQM: In the ordinary coursemeasurement of business, EQT engages in transactions with EQM including, but not limited to, gas gathering and transmission agreements.transaction price.

On March 17, 2015,For the sale of natural gas, oil and NGLs, the Company contributedgenerally considers the Northern West Virginia Marcellus gathering system to EQM in exchange for total considerationdelivery of $925.7 million (the NWV Gathering Transaction). On April 15, 2015, the Company transferred a preferred interest (the Preferred Interest) in EQT Energy Supply, LLC, an indirect subsidiary of the Company, to EQM in exchange for total consideration of $124.3 million. EQT Energy Supply, LLC generates revenue from services provided to a local distribution company.

On March 30, 2015, the Company assigned 100% of the membership interest in MVP Holdco, LLC (MVP Holdco), which at the time was its indirect wholly owned subsidiary, to EQM and received $54.2 million, which represented EQM's reimbursement to the Company for 100% of the capital contributions made by the Company to Mountain Valley Pipeline, LLC (MVP Joint Venture) as of March 30, 2015. As of February 15, 2018, EQM owned a 45.5% interest (the MVP Interest) in the MVP Joint Venture. The MVP Joint Venture plans to construct the Mountain Valley Pipeline (MVP), an estimated 300-mile natural gas interstate pipeline spanning from northern West Virginia to southern Virginia. The MVP Joint Venture has secured a total of 2.0 Bcf per day of 20-year firm capacity commitments, including a 1.29 Bcf per day firm capacity commitment by the Company. On October 13, 2017, the FERC issued the Certificate of Public Convenience and Necessity for the project. In early 2018, the MVP Joint Venture received limited notice to proceed with certain construction activities from the FERC. The MVP Joint Venture plans to commence construction in the first quarter of 2018. The pipeline is targetedeach unit (MMBtu or Bbl) to be placed in-service during the fourth quartera separate performance obligation that is satisfied upon delivery. These contracts typically require payment within 25 days of 2018. See Note 12.

On October 13, 2016, EQM acquired from the Company (i) 100% of the outstanding limited liability company interests of Allegheny Valley Connector, LLC and Rager Mountain Storage Company LLC and (ii) certain gathering assets located in southwestern Pennsylvania and northern West Virginia (collectively, the October 2016 Sale). The closing of the October 2016 Sale occurred on October 13, 2016 and was effective as of October 1, 2016. The aggregate consideration paid by EQM to the Company in connection with the October 2016 Sale was $275 million, which was funded with borrowings under EQM's revolving credit facility. Concurrent with the October 2016 Sale, the operating agreement of EQT Energy Supply, LLC was amended to include mandatory redemption of the Preferred Interest at the end of the preference period,calendar month in which the gas is expecteddelivered. A significant number of these contracts contain variable consideration because the payment terms refer to be December 31, 2034. Asmarket prices at future delivery dates. In these situations, the Company has not identified a resultstandalone selling price because the terms of this amendment, EQM's investment in EQT Energy Supply, LLC convertedthe variable payments relate specifically to the Company’s efforts to satisfy the performance obligations. Other contracts contain fixed consideration (i.e. fixed price contracts or contracts with a note receivable for accounting purposes effective October 1, 2016.fixed differential to New York Mercantile Exchange (NYMEX) or index prices). The fixed consideration is allocated to each performance obligation on a relative standalone selling price basis, which requires judgment from management. For these contracts, the Company recorded an impairment of long-lived assets of approximately $59.7 million related to certain gathering assets sold to EQMgenerally concludes that the fixed price or fixed differentials in the October 2016 Sale. See Note 1.contracts are representative of the standalone selling price.

Based on management’s judgment, the performance obligations for the sale of natural gas, oil and NGLs are satisfied at a point in time because the customer obtains control and legal title of the asset when the natural gas, oil or NGLs are delivered to the designated sales point.

The expenses for which EQM reimburses EQTsales of natural gas, oil and its subsidiaries related to corporateNGLs as presented on the Statements of Consolidated Operations represent the Company’s share of revenues net of royalties and generalexcluding revenue interests owned by others. When selling natural gas, oil and administrative services may not necessarily reflectNGLs on behalf of royalty owners or working interest owners, the actual expenses that EQM would incurCompany is acting as an agent and thus reports the revenue on a stand-alonenet basis. EQM is unable to estimate what
Because the costs wouldCompany's performance obligations have been satisfied and an unconditional right to consideration exists as of the balance sheet date, the Company has recognized amounts due from contracts with an unrelated third party.customers of $783.0 million as accounts receivable within the Consolidated Balance Sheet.

EQM has a $500 million, 364-day, uncommitted revolving loan agreementThe table below provides disaggregated information regarding the Company’s revenues. Certain contracts that provide for the release of capacity that is not used to transport the Company’s produced volumes were deemed to be outside the scope of Revenue from Contracts with EQTCustomers. The cost of, and recoveries on, that matures on October 24, 2018capacity are reported within net marketing services and will automatically renew for successive 364-day periods unless EQT delivers a non-renewal notice at least  60 days priorother. Derivative contracts are also outside the scope of Revenue from Contracts with Customers.

Year Ended December 31, 2018 Revenues from contracts with customers Other sources of revenue Total
  (Thousands)
Natural gas sales $4,217,684
 $
 $4,217,684
NGLs sales 442,010
 
 442,010
Oil sales 35,825
 
 35,825
Sales of natural gas, oil and NGLs $4,695,519
 $
 $4,695,519
       
Net marketing services and other 13,865
 27,075
 40,940
       
Loss on derivatives not designated as hedges 
 (178,591) (178,591)
       
Total operating revenues (losses) $4,709,384
 $(151,516) $4,557,868

The following table includes the transaction price allocated to the then current maturity date (the 364-Day Facility). EQM may terminateCompany's remaining performance obligations on all contracts with fixed consideration. The table excludes all contracts that qualified for the 364-Day Facility at any time by repaying in full the unpaid principal amount of all loans together with interest thereon. The 364-Day Facility is available for general partnership purposes and does not contain any covenants other than the obligation to pay accrued interest on outstanding borrowings. Interest will accrue on any outstanding borrowings at an interest rate equalexception to the rate then applicable to similar loans under EQM's $1 billion revolving credit facility, or a successor revolving credit facility, less the sum of (i) the then applicable commitment fee under EQM's $1 billion revolving credit facility and (ii) 10 basis points. EQM had no borrowings outstanding under the 364-Day Facility as of December 31, 2017. During the year ended December 31, 2017, the maximum amount of EQM’s outstanding borrowings under the credit facility at any time was $100 million and the average daily balance was approximately $23 million.relative standalone selling price method.

For the year ended December 31, 2017, interest was incurred at a weighted average annual interest rate of approximately 2.2%. There were no amounts outstanding at any time on the 364-Day Facility in 2016.

In November 2016, EQM issued 4.125% Senior Notes due 2026 (the 4.125% Senior Notes) in the aggregate principal amount of $500 million. Net proceeds from the offering of $491.4 million were used to repay the outstanding borrowings under EQM’s revolving credit facility and for general partnership purposes. The 4.125% Senior Notes contain covenants that limit EQM’s ability to, among other things, incur certain liens securing indebtedness, engage in certain sale and leaseback transactions, and enter into certain consolidations, mergers, conveyances, transfers or leases of all or substantially all of EQM’s assets.

See Note 14 for discussion of EQM's $1.0 billion credit facility.

On January 18, 2018, the Board of Directors of EQM’s general partner declared a cash distribution to EQM’s unitholders for the fourth quarter of 2017 of $1.025 per common unit. The cash distribution was paid on February 14, 2018 to unitholders of record, including EQGP, at the close of business on February 2, 2018. Cash distributions by EQM to EQGP were approximately $65.7 million consisting of: $22.4 million in respect of its limited partner interest, $2.2 million in respect of its general partner interest and $41.1 million in respect of its IDRs in EQM.
 2019 2020 Total
 (Thousands)
Natural gas sales$54,116
 $21,485
 $75,601

5.Rice Midstream Partners LP

RMP owns, operates and develops midstream assets in the Appalachian Basin. RMP's assets consist of gathering pipelines and compressor stations, as well as water handling and treatment facilities. RMP provides gathering and water services to the Company and third parties. The Company is the ultimate parent company of RMP, and the Company records the noncontrolling interest of the RMP public limited partners in its financial statements.

On January 18, 2018, the Board of Directors of the RMP General Partner declared a cash distribution to RMP’s unitholders for the fourth quarter of 2017 of $0.2917 per common and subordinated unit. The cash distribution was paid on February 14, 2018 to unitholders of record at the close of business on February 2, 2018. Cash distributions by RMP to RMGP were approximately $11.4 million, consisting of $8.4 million in respect of its limited partner interest and $3.0 million in respect of its IDRs in RMP.

On the closing date of the Rice Merger, in connection with the completion of the Rice Merger, RMP, EQT and various other EQT subsidiaries entered into an Amended and Restated Omnibus Agreement, pursuant to which RMP is obligated to reimburse EQT for the provision of general and administrative services for its benefit, for direct expenses incurred by EQT on RMP’s behalf, for expenses allocated to it as a result of being a public entity and for an allocated portion of the compensation expense of the executive officers and other employees of EQT and its affiliates who perform centralized corporate and general and administrative services on substantially the same terms as the original omnibus agreement.

See Note 14 for discussion of RMP's $850 million credit facility.



6.Financial Information by Business Segment
Year Ended December 31, 2017EQT Production EQM Gathering EQM Transmission RMP Gathering RMP Water Intersegment Eliminations EQT Corporation
 (Thousands)
Revenues:             
Sales of natural gas, oil and NGLs$2,651,318
 $
 $
 $
 $
 $
 $2,651,318
Pipeline, water and net marketing services64,998
 454,536
 379,560
 30,614
 13,605
 (606,637) 336,676
Gain on derivatives not designated as hedges390,021
 
 
 
 
 
 390,021
Total operating revenues$3,106,337
 $454,536
 $379,560
 $30,614
 $13,605
 $(606,637) $3,378,015

Year Ended December 31, 2016EQT Production EQM Gathering EQM Transmission Intersegment Eliminations EQT Corporation
 (Thousands)
Revenues:         
Sales of natural gas, oil and NGLs$1,594,997
 $
 $
 $
 $1,594,997
Pipeline and net marketing services41,048
 397,494
 338,120
 (514,320) 262,342
Loss on derivatives not designated as hedges(248,991) 
 
 
 (248,991)
Total operating revenues$1,387,054
 $397,494
 $338,120
 $(514,320) $1,608,348

Year Ended December 31, 2015EQT Production EQM Gathering EQM Transmission Intersegment Eliminations EQT Corporation
 (Thousands)
Revenues:         
Sales of natural gas, oil and NGLs$1,690,360
 $
 $
 $
 $1,690,360
Pipeline and net marketing services55,542
 335,105
 297,831
 (424,838) 263,640
Gain on derivatives not designated as hedges385,762
 
 
 
 385,762
Total operating revenues$2,131,664
 $335,105
 $297,831
 $(424,838) $2,339,762


  Years Ended December 31,
  2017 2016 2015
   
 (Thousands)  
Operating income (loss):  
  
  
EQT Production (a) $589,716
 $(719,731) $132,008
EQM Gathering 333,563
 289,027
 243,257
EQM Transmission 247,145
 237,922
 207,779
RMP Gathering (b) 21,800
 
 
RMP Water (b) 4,145
 
 
Unallocated expenses (c) (263,388) (85,518) (19,905)
Total operating income (loss) $932,981
 $(278,300) $563,139
       
Reconciliation of operating income (loss) to net income (loss):
Total operating income (loss) $932,981
 $(278,300) $563,139
Other income 24,955
 31,693
 9,953
Loss on debt extinguishment 12,641
 
 
Interest expense 202,772
 147,920
 146,531
Income tax (benefit) expense (1,115,619) (263,464) 104,675
Net income (loss) $1,858,142
 $(131,063) $321,886

(a) For the year ended December 31, 2017, the operating income for EQT Production includes the results of operations for the production operations and retained midstream operations acquired in the Rice Merger for the period of November 13, 2017 through December 31, 2017. See Note 2 for a discussion of the Rice Merger. Gains on sales / exchanges of assets of $8.0 million are included in EQT Production operating income for 2016. See Note 9. Impairment of long-lived assets of $6.9 million and $122.5 million are included in EQT Production operating income for 2016 and 2015, respectively. See Note 1 for a discussion of impairment of long-lived assets.
(b) Operating income for RMP Gathering and RMP Water, both acquired in the Rice Merger, includes the results of operations for the period of November 13, 2017 through December 31, 2017. See Note 2 for a discussion of the Rice Merger.
(c) Unallocated expenses generally include incentive compensation expense and administrative costs. In addition, 2017 includes $237.3 million of Rice Merger related expenses and 2016 includes a $59.7 million impairment on gathering assets prior to the sale to EQM.

  As of December 31,
  2017 2016 2015
  (Thousands)
Segment assets:  
  
  
EQT Production $22,711,854
 $10,923,824
 $9,905,344
EQM Gathering 1,411,857
 1,225,686
 1,019,004
EQM Transmission 1,462,881
 1,399,201
 1,169,517
RMP Gathering 2,720,305
 
 
RMP Water 185,079
 
 
Total operating segments 28,491,976
 13,548,711
 12,093,865
Headquarters assets, including cash and short-term investments 1,030,628
 1,924,211
 1,882,307
Total assets $29,522,604
 $15,472,922
 $13,976,172


  Years Ended December 31,
  2017 2016 2015
    (Thousands)  
Depreciation, depletion and amortization: (d)  
  
  
EQT Production (e) $982,103
 $859,018
 $765,298
EQM Gathering 38,796
 30,422
 24,360
EQM Transmission (g) 58,689
 32,269
 25,535
RMP Gathering (f) 3,965
 
 
RMP Water (f) 3,515
 
 
Other (g) (9,509) 6,211
 4,023
Total $1,077,559
 $927,920
 $819,216
       
Expenditures for segment assets: (h)  
  
  
EQT Production (e) (i) $2,430,094
 $2,073,907
 $1,893,750
EQM Gathering 196,871
 295,315
 225,537
EQM Transmission 111,102
 292,049
 203,706
RMP Gathering (f) (j) 28,320
 
 
RMP Water (f) (j) 6,233
 
 
Other 6,080
 7,002
 21,421
Total $2,778,700
 $2,668,273
 $2,344,414
(d) Excludes amortization of intangible assets.

(e)For the year ended December 31, 2017, depreciation, depletion and amortization expense and expenditures for segment assets for EQT Production includes activity for the production operations and retained midstream operations acquired in the Rice Merger for the period of November 13, 2017 through December 31, 2017. See Note 2 for a discussion of the Rice Merger.

(f)Depreciation, depletion and amortization expense and expenditures for segment assets for RMP Gathering and RMP Water, both acquired in the Rice Merger, includes activity for the period of November 13, 2017 through December 31, 2017. See Note 2 for a discussion of the Rice Merger.

(g)Depreciation, depletion and amortization expense for EQM Transmission includes a non-cash charge of $10.5 million related to the revaluation of differences between the regulatory and tax bases in EQM's regulated property, plant and equipment. For purposes of consolidated reporting at EQT, the $10.5 million is recorded to income tax expense. This reclass is shown as a reduction of other depreciation, depletion and amortization expense.

(h)Includes the capitalized portion of non-cash stock-based compensation costs, non-cash acquisitions and the impact of capital accruals. These non-cash items are excluded from capital expenditures on the statements of consolidated cash flows. The net impact of these non-cash items was $9.1 million, $76.5 million and $(89.6) million for the years ended December 31, 2017, 2016 and 2015, respectively.  The impact of accrued capital expenditures includes the reversal of the prior period accrual as well as the current period estimate, both of which are non-cash items. The year ended December 31, 2017 included $10.0 million of non-cash capital expenditures related to 2017 acquisitions and $(14.3) million of measurement period adjustments for 2016 acquisitions. The year ended December 31, 2016 included $87.6 million of non-cash capital expenditures related to 2016 acquisitions. See Note 10 for discussion of the 2017 and 2016 acquisitions. Expenditures for segment assets does not include consideration for the Rice Merger.

(i)   Expenditures for segment assets in the EQT Production segment included $1,006.7 million, $1,284.0 million and $182.3 million for property acquisitions in 2017, 2016 and 2015, respectively.  Included in the $1,006.7 million of property acquisitions for the year ended December 31, 2017 was $819.0 million of cash capital expenditures and $10.0 million of non-cash capital expenditures related to 2017 acquisitions and $(14.3) million of measurement period adjustments for 2016 acquisitions (see Note 10). Included in the $1,284.0 million of property acquisitions for the year ended December 31, 2016 was $1,051.2 million of capital expenditures and $87.6 million of non-cash capital expenditures for acquisitions (see Note 10).

(j)Expenditures for segment assets in the RMP Gathering and RMP Water segments included $17.1 million in cash paid by EQT for capital expenditures accrued as of the opening balance sheet date of the Rice Merger.


7.                         Derivative Instruments
 
The Company’s primary market risk exposure is the volatility of future prices for natural gas and NGLs, which can affect the operating results of the Company primarily at EQT Production.Company. The Company’s overall objective in its hedging program is to protect cash flows from undue exposure to the risk of changing commodity prices.
 
The Company uses over the counter (OTC) derivative commodity instruments currently utilized by the Company are primarily fixed price swap agreements, collar agreements and option agreements that are typically placed with financial institutions. The creditworthiness of all counterparties is regularly monitored. Swap agreements involvewhich may require payments to or receiptsreceipt of payments from counterparties based on the differential between two prices for the commodity. Collar agreements require the counterparty to pay the Company if the index price falls below the floor price and the Company to pay the counterparty if the index price rises above the cap price. The Company also sells call options that require the Companyuses these agreements to pay the counterparty if the index price rises above the strike price.hedge its NYMEX and basis exposure. The Company engagesmay also use other contractual agreements in basis swaps to protect earnings from undue exposure to the risk of geographic disparitiesimplementing its commodity hedging strategy. The Company may engage in commodity prices and interest rate swaps to hedge exposure to fluctuations in interest rate fluctuations on potential debt issuances.rates. The Company has also engaged in a limited number of swaptions and power-indexed natural gas sales and swaps that are accounted for asCompany’s over the counter (OTC) derivative commodity instruments.instruments are typically placed with financial institutions and the creditworthiness of all counterparties is regularly monitored.

The Company recognizes all derivative instruments as either assets or liabilities at fair value on a gross basis. These derivative instruments are reported as either current assets or current liabilities due to their highly liquid nature. The Company can net settle its derivative instruments at any time.

The Company discontinued cash flow hedge accounting in 2014; therefore, all changes in fair value of the Company’s derivative instruments are recognized within operating revenues in the Statements of Consolidated Operations.

In prior periods, derivative commodity instruments used by the Company to hedge its exposure to variability in expected future cash flows associated with the fluctuations in the price of natural gas related to the Company’s forecasted sales of EQT Production's produced volumes and forecasted natural gas purchases and sales were designated and qualified as cash flow hedges. As of December 31, 2017, 2016 and 2015 the forecasted transactions that were hedged as of December 31, 2014 remained probable of occurring and as such, the amounts in accumulated OCI will continue to be reported in accumulated OCI and will be reclassified into earnings in future periods when the underlying hedged transactions occur. The forecasted transactions extend through December 2018. As of December 31, 2017, and 2016, the Company deferred net gains of $4.6 million and $9.6 million, respectively, in accumulated OCI, net of tax, related to the effective portion of the change in fair value of its derivative commodity instruments designated as cash flow hedges. The Company estimates that approximately $4.6 million of net gains on its derivative commodity instruments reflected in accumulated OCI, net of tax, as of December 31, 2017 will be recognized in earnings during the next twelve months due to the settlement of hedged transactions.

In connection with the Rice Merger, the Company assumed all outstanding derivative commodity instruments held by Rice. The assets and liabilities assumed were recognized at fair value at the closing date and subsequent changes in fair value were recognized within operating revenues in the Statements of Consolidated Operations. The derivative commodity instruments assumed were substantially similar to instruments previously held by the Company.

Contracts which result in physical delivery of a commodity expected to be used or sold by the Company in the normal course of business are designated as normal purchases and sales and are exempt from derivative accounting. If contracts that result in the physical receipt or delivery of a commodity are not designated or do not meet all the criteria to qualify for the normal purchase and normal sale scope exception, then the contracts are subject to derivative accounting.
 
OTC arrangements require settlement in cash. The Company also enters into exchange traded derivative commodity instruments that are generally settled with offsetting positions. Settlements of derivative commodity instruments are reported as a component of cash flows from operations in the accompanying Statements of Consolidated Cash Flows.
 

With respect to the derivative commodity instruments held by the Company, the Company hedged portions of expected sales of equity production and portions of its basis exposure covering approximately 2,1483,128 Bcf of natural gas and 8,9431,505 Mbbls of NGLs as of December 31, 2017,2018, and 6462,148 Bcf of natural gas and 1,0951,460 Mbbls of NGLs as of December 31, 2016.2017. The open positions at December 31, 20172018 and December 31, 20162017 had maturities extending through December 20222024 and December 2020,2022, respectively.

When the net fair value of any of the Company’s swap agreements represents a liability to the Company which is in excess of the agreed-upon threshold between the Company and the counterparty, the counterparty requires the Company to remit funds as a margin deposit for the derivative liability which is in excess of the threshold amount. The Company records these deposits as a current asset. When the net fair value of any of the Company’s swap agreements represents an asset to the Company which is in excess of the agreed-upon threshold between the Company and the counterparty, the Company requires the counterparty to remit funds as margin deposits in an amount equal to the portion of the derivative asset which is in excess of the threshold amount. The Company records a current liability for such amounts received. The Company had no such deposits in its Consolidated Balance Sheets as of December 31, 20172018 or 2016.2017.

When the Company enters into exchange-traded natural gas contracts, exchanges may require the Company to remit funds to the corresponding broker as good-faith deposits to guard against the risks associated with changing market conditions. The Company must make such deposits based on an established initial margin requirement as well as the net liability position, if any, of the fair value of the associated contracts. The Company records these deposits as a current asset in the Consolidated Balance Sheets. In the case where the fair value of such contracts is in a net asset position, the broker may remit funds to the Company, in which case the Company records a current liability for such amounts received. The initial margin requirements are established by the exchanges based on the price, volatility and the time to expiration of the related contract. The margin requirements are subject to change at the exchanges’ discretion. The Company recorded current assets of $40.3 million as of December 31, 2018 for such deposits in its Consolidated Balance Sheets. The Company had no such deposits in its Consolidated Balance Sheets as of December 31, 2017.

The Company has netting agreements with financial institutions and its brokers that permit net settlement of gross commodity derivative assets against gross commodity derivative liabilities. The table below reflects the impact of netting agreements and margin deposits on gross derivative assets and liabilities as of December 31, 20172018 and 2016.2017.
As of December 31, 2017 
Derivative
instruments,
recorded in the
Consolidated
Balance
Sheet, gross
 
Derivative
instruments
subject to
master
netting
agreements
 
Margin
deposits
remitted to
counterparties
 
Derivative
instruments,
net
As of December 31, 2018 
Derivative
instruments,
recorded in the
Consolidated
Balance
Sheet, gross
 
Derivative
instruments
subject to
master
netting
agreements
 
Margin
deposits
remitted to
counterparties
 
Derivative
instruments,
net
 (Thousands) (Thousands)
Asset derivatives:  
  
  
  
  
  
  
  
Derivative instruments, at fair value $241,952
 $(86,856) $
 $155,096
 $481,654
 $(256,087) $
 $225,567
Liability derivatives:  
  
  
  
  
  
  
  
Derivative instruments, at fair value $139,089
 $(86,856) $
 $52,233
 $336,051
 $(256,087) $(40,283) $39,681
As of December 31, 2016 
Derivative
instruments,
recorded in the
Consolidated
Balance
Sheet, gross
 
Derivative
instruments
subject to
master
netting
agreements
 
Margin
deposits
remitted to
counterparties
 
Derivative
instruments,
net
As of December 31, 2017 
Derivative
instruments,
recorded in the
Consolidated
Balance
Sheet, gross
 
Derivative
instruments
subject to
master
netting
agreements
 
Margin
deposits
remitted to
counterparties
 
Derivative
instruments,
net
 (Thousands) (Thousands)
Asset derivatives:  
  
  
  
  
  
  
  
Derivative instruments, at fair value $33,053
 $(23,373) $
 $9,680
 $241,952
 $(86,856) $
 $155,096
Liability derivatives:  
  
  
  
  
  
  
  
Derivative instruments, at fair value $257,943
 $(23,373) $
 $234,570
 $139,089
 $(86,856) $
 $52,233

Certain of the Company’s derivative instrument contracts provide that if the Company’s credit ratings by Standard & Poor’s Ratings Service (S&P) or Moody’s Investors Service (Moody's) are lowered below investment grade, additional collateral must be deposited with the counterparty if the amounts outstanding on those contracts exceed certain thresholds. The additional collateral can be up to 100% of the derivative liability.  As of December 31, 2017,2018, the aggregate fair value of all derivative instruments with credit risk-related contingent features that were in a net liability position was $60.8$110.7 million, for which the Company had no collateral posted on December 31, 2017.2018.  If the Company’s credit rating by S&P or Moody’s had been downgraded below investment

grade on December 31, 2017,2018, the Company would not have been required to post any additional collateral under the agreements with the respective counterparties. The required margin on the Company's derivative instruments is subject to significant change as a result of factors other than credit rating, such as gas prices and credit thresholds set forth in agreements between the hedging counterparties and the Company. Investment grade refers to the quality of the Company’s credit as assessed by one or more credit rating agencies. The Company’s senior unsecured debt was rated BBBBBB- by S&P and Baa3 by Moody’s at December 31, 2017.2018. In order to be considered investment grade, the Company must be rated BBB- or higher by S&P and Baa3 or higher by Moody’s.  Anything below these ratings is considered non-investment grade. See also "Security Ratings and Financing Triggers" under Part II, Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations."

8.6.                         Fair Value Measurements
 
The Company records its financial instruments, principally derivative instruments, at fair value in its Consolidated Balance Sheets.  The Company estimates the fair value using quoted market prices, where available.  If quoted market prices are not available, fair value is based upon models that use market-based parameters as inputs, including forward curves, discount rates, volatilities and nonperformance risk.  Nonperformance risk considers the effect of the Company’s credit standing on the fair value of liabilities and the effect of the counterparty’s credit standing on the fair value of assets.  The Company estimates nonperformance risk by analyzing publicly available market information, including a comparison of the yield on debt instruments with credit ratings similar to the Company’s or counterparty’s credit rating and the yield of a risk-free instrument and credit default swaps rates where available.

The Company has categorized its assets and liabilities recorded at fair value into a three-level fair value hierarchy, based on the priority of the inputs to the valuation technique.  The fair value hierarchy gives the highest priority to quoted prices in active markets for identical assets and liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). Assets and liabilities in Level 2 primarily include the Company’s swap, collar and option agreements.

Exchange traded commodity swaps are included in Level 1. The fair value of the commodity swaps included in Level 2 is based on standard industry income approach models that use significant observable inputs, including but not limited to New York Mercantile Exchange (NYMEX)NYMEX natural gas and propane

forward curves, LIBOR-based discount rates, basis forward curves and basisnatural gas liquids forward curves. The Company’s collars options, and swaptionsoptions are valued using standard industry income approach option models. The significant observable inputs utilized by the option pricing models include NYMEX forward curves, natural gas volatilities and LIBOR-based discount rates. The NYMEX natural gas and propane forward curves, LIBOR-based discount rates, natural gas volatilities, basis forward curves and basisNGLs forward curves are validated to external sources at least monthly.

The following assets and liabilities were measured at fair value on a recurring basis during the applicable period:
    Fair value measurements at reporting date using
Description 
As of
December 31, 2017
 
Quoted prices
in active
markets for
identical
assets
(Level 1)
 
Significant
other
observable
inputs
(Level 2)
 
Significant
unobservable
inputs
(Level 3)
  (Thousands)
Assets  
  
  
  
Derivative instruments, at fair value $241,952
 $
 $241,952
 $
Liabilities  
  
  
  
Derivative instruments, at fair value $139,089
 $
 $139,089
 $
    Fair value measurements at reporting date using
Description 
As of
December 31, 2018
 
Quoted prices
in active
markets for
identical
assets
(Level 1)
 
Significant
other
observable
inputs
(Level 2)
 
Significant
unobservable
inputs
(Level 3)
  (Thousands)
Assets  
  
  
  
Derivative instruments, at fair value $481,654
 $112,107
 $369,547
 $
Liabilities  
  
  
  
Derivative instruments, at fair value $336,051
 $126,582
 $209,469
 $
   Fair value measurements at reporting date using   Fair value measurements at reporting date using
Description 
As of
December 31, 2016
 
Quoted prices
in active
markets for
identical
assets
(Level 1)
 
Significant
other
observable
inputs
(Level 2)
 
Significant
unobservable
inputs
(Level 3)
 
As of
December 31, 2017
 
Quoted prices
in active
markets for
identical
assets
(Level 1)
 
Significant
other
observable
inputs
(Level 2)
 
Significant
unobservable
inputs
(Level 3)
 (Thousands) (Thousands)
Assets  
  
  
  
  
  
  
  
Trading securities $286,396
 $
 $286,396
 $
Derivative instruments, at fair value $33,053
 $
 $33,053
 $
 $241,952
 $
 $241,952
 $
Liabilities  
  
  
  
  
  
  
  
Derivative instruments, at fair value $257,943
 $
 $257,943
 $
 $139,089
 $
 $139,089
 $
  

The carrying values of cash equivalents, restricted cash, accounts receivable and accounts payable approximate fair value due to the short-term maturity of the instruments. The carrying value of the Equitrans Midstream investment approximates fair value as it was based on the closing stock price of Equitrans Midstream common stock multiplied by the number of shares of common stock of Equitrans Midstream owned by the Company. The carrying values of borrowings under the Company's various credit facilitiesfacility approximate fair value as the interest rates are based on prevailing market rates.

The fair values of trading securities classified as Level 2 were priced using nonbinding market prices that were corroborated by observable market data. Inputs into these valuation techniques include actual trade data, broker/dealer quotes and other similar data. During 2016, the Company reflected its initialalso has an immaterial investment in trading securitiesa fund that invests in companies developing technology and operating solutions for exploration and production companies for which it recognized a cumulative effect of accounting change in the first quarter 2018. The investment is valued using the net asset value as a Level 2 fair value measurement. The Company did not have any investmentspractical expedient as provided in trading securities as of December 31, 2017.the financial statements received from fund managers.

The Company estimates the fair value of its Senior Notes using its established fair value methodology.  Because not all of the Company’s Senior notesNotes are actively traded, the fair value of the Senior Notes is a Level 2 fair value measurement. Fair value for non-traded Senior Notes is estimated using a standard industry income approach model which utilizes a discount rate based on market rates for debt with similar remaining time to maturity and credit risk.  The estimated fair value of Senior Notes (including EQM’s Senior Notes) on the Consolidated Balance Sheets at December 31, 20172018 and 20162017 was approximately $5.7$4.4 billion and $3.5$4.7 billion, respectively. The carrying value of Senior Notes (including EQM's Senior Notes) on the Consolidated Balance Sheets at December 31, 20172018 and 20162017 was approximately $5.6$4.6 billion for both periods. The fair value of the note payable to EQM is a Level 3 fair value measurement which is estimated using an income approach model utilizing a market-based discount rate. The estimated fair value of the note payable to EQM on the Consolidated Balance Sheets at December 31, 2018 and $3.3 billion,2017 was approximately $121.8 million and $133.0 million, respectively. The carrying value of the note payable to EQM on the Consolidated Balance Sheets at December 31, 2018 and 2017 was approximately $114.7 million and $119.1 million, respectively. Refer to Notes 14 and 15Note 10 for further information regarding the Company's and EQM's debt as of December 31, 20172018 and 2016.2017.
 
The Company recognizes transfers between Levels as of the actual date of the event or change in circumstances that caused the transfer. There were no transfers between Levels 1, 2 and 3 during the periods presented.


For information on the fair values of assets related to the impairments of proved and unproved oil and gas properties and of other long-lived assets, the assets acquired in the Rice Merger and the assets acquired in other acquisition transactions, see Notes 1, 2,3, and 10.7.

9.Sales/Exchanges of Assets
On December 28, 2016, the Company sold a gathering system that primarily gathered gas for third-parties for $75.0 million. In conjunction with this transaction, the Company realized a pre-tax gain of $8.0 million, which is included in gain on sale / exchange of assets in the Statements of Consolidated Operations.

10.7.                         Acquisitions
 
In addition to the Rice Merger discussed in Note 2,3, the Company executed multiple transactions during 2016 and 2017 that resulted in the Company's acquisition of approximately 304,000 net Marcellus acres, including the transactions listed below:

On July 8, 2016, the Company acquired approximately 62,500 net Marcellus acres and 31 Marcellus wells, 24 of which were producing, from Statoil USA Onshore Properties, Inc. (the Statoil Acquisition). The net acres acquired are primarily located in Wetzel, Tyler and Harrison Counties of West Virginia.

In the fourth quarter of 2016, the Company acquired approximately 42,600 net Marcellus acres and 42 Marcellus wells, 32 of which were producing at the time of the acquisition, which were being jointly developed by Trans Energy, Inc. (Trans Energy) and Republic Energy Ventures, LLC and its affiliates (collectively, Republic). The net acres acquired are primarily located in Wetzel, Marshall and Marion Counties of West Virginia. The acquisitions were effected through simultaneous transaction agreements that were executed on October 24, 2016 including: (i) a purchase and sale agreement between the Company and Republic; and (ii) an agreement and plan of merger among the Company, a wholly owned subsidiary of the Company (TE Merger Sub) and Trans Energy. The Republic acquisition closed on November 3, 2016 (the Republic Transaction).2016. On October 27, 2016, the Company commenced a tender offer, through its wholly owned subsidiary, to acquire the outstanding shares of common stock of Trans Energy, a publicly traded company, at an offer price of $3.58 per share in cash. Following the tender offer on December 5, 2016, TE Merger Sub merged with and into Trans Energy, at which time Trans Energy became an indirect wholly owned subsidiary of the Company (the Trans Energy Merger).

On December 16, 2016, the Company acquired approximately 17,000 net Marcellus acres located in Washington, Westmoreland and Greene Counties of Pennsylvania, and two related Marcellus wells both of which were producing (the 2016 Pennsylvania Acquisition).from a third party.

On February 1, 2017, the Company acquired approximately 14,000 net Marcellus acres located in Marion, Monongalia and Wetzel Counties of West Virginia from a third party.


On February 27, 2017, the Company acquired approximately 85,000 net Marcellus acres, including drilling rights on approximately 44,000 net Utica acres and current natural gas production of approximately 110 MMcfe per day, from Stone Energy Corporation. The acquired acres are primarily located in Wetzel, Marshall, Tyler and Marion Counties of West Virginia. The acquired assets also included 174 Marcellus wells, 120 of which were producing at the time of the acquisition, and 20 miles of gathering pipeline.

On June 30, 2017, the Company acquired approximately 11,000 net Marcellus acres, and the associated Utica drilling rights, from a third party. The acquired acres are primarily located in Allegheny, Washington and Westmoreland Counties of Pennsylvania.

In total, the Company paid net cash of $740.1 million during the year ended December 31, 2017 for the 2017 acquisitions noted above.previously described. The 2017 acquisitions purchase prices remain subject to customary post-closing adjustments as of December 31, 2017. The preliminary fair value assigned to the acquired property, plant and equipment from the 2017 acquisitions as of the opening balance sheet dates totaled $750.1 million. In connection with the 2017 acquisitions, the Company assumed approximately $5.3 million of net current liabilities and $4.7 million of non-current liabilities. The amounts presented in the financial statements represent the Company's estimates based on preliminary valuations of acquired assets and liabilities and are subject to change based on the Company's finalization of asset and liability valuations.

AsDuring the year ended December 31, 2017, the Company paid $78.9 million for additional undeveloped acreage as a result of post-closing adjustments on its 2016 acquisitions the Company paid $78.9 million for additional undeveloped acreage, included in the $1,130.1 million net cash in connection with the 2016 acquisitions disclosed above and recorded other

non-cash adjustments which reduced the preliminary fair values assigned to the acquired property, plant and equipment by $14.3 million, during the year ended December 31, 2017.million.

In total, the Company paid $1,130.1 million in net cash in connection with the 2016 acquisitions noted above.previously described. The fair value assigned to the acquired property, plant and equipment as of the opening balance sheet dates totaled $1,203.4 million: $256.2 million allocated to the acquired producing wells and $947.2 million allocated to undeveloped leases. In connection with the Trans Energy Merger, the Company also acquired $1.2 million of other non-current assets and assumed $14.4 million of current liabilities and $11.1 million of non-current liabilities. The $14.4 million of current liabilities included a $5.1 million note payable; the Company repaid this note in 2016. The Company also recorded a deferred tax liability of $49.0 million due to differences in the tax and book basis of the acquired assets and liabilities.

Fair Value Measurement

As these acquisitions qualified as business combinations under GAAP, the fair value of the acquired assets was determined using a market approach for the undeveloped acreage and a discounted cash flow model under the income approach for the wells. Significant unobservable inputs used in the analysis included the determination of estimated developed reserves and forward pricing estimates. As a result, valuation of the acquired assets was a Level 3 measurement.

11.8.Divestitures

On June 19, 2018, the Company sold its non-core Permian Basin assets located in Texas for net proceeds of $56.9 million (the Permian Divestiture). The assets sold in the Permian Divestiture included approximately 970 productive wells with current net production of approximately 20 MMcfe per day, approximately 350 miles of low-pressure gathering lines and 26 compressors.

On July 18, 2018, the Company sold approximately 2.5 million non-core, net acres in the Huron play for net proceeds of $523.6 million, subject to final purchase price adjustments (the Huron Divestiture). The assets sold in the Huron Divestiture included approximately 12,000 productive wells with current net production of approximately 200 MMcfe per day, approximately 6,400 miles of low-pressure gathering lines and 59 compressor stations. The Company retained the deep drilling rights across the divested acreage.

As a result of these divestitures in 2018, the Company recorded an impairment/loss on sale of long-lived assets of $2.4 billion associated with the production and related midstream assets in the Huron and Permian plays. The impairment of these properties and related pipeline assets recorded was due to the carrying value of the assets exceeding the amounts received upon the closing of the transactions. See Note 1 for the Company's policy on impairment of proved and unproved properties.

In connection with the closing of the Huron Divestiture, the Company also recorded a loss of $260.5 million related to certain capacity contracts that the Company no longer has existing production to satisfy and does not plan to utilize in the future. The loss was recorded in the impairment/loss on sale of long-lived assets within the Statements of Consolidated Operations. The fair value of the loss for the initial measurement was based upon significant inputs that were not observable in the market and as such is considered a Level 3 fair value measurement. The key unobservable input in the calculation is the amount, if any, of potential future economic benefit from the contracts. See Note 6 for a description of the fair value hierarchy.

On December 28, 2016, the Company sold a gathering system that primarily gathered gas for third-parties for $75.0 million. In conjunction with this transaction, the Company realized a pre-tax gain of $8.0 million, which is included in gain on sale of assets in the Statements of Consolidated Operations.

9.                         Income Taxes
 
Income tax (benefit) expense is summarized as follows:
 Years Ended December 31, Years Ended December 31,
 2017 2016 2015 2018 2017 2016
 (Thousands) (Thousands)
Current:  
  
  
  
  
  
Federal $(65,034) $(82,905) $85,696
 $(513,293) $(89,149) $(181,817)
State 27
 (298) 1,103
 (46,218) (5,184) (22,627)
Subtotal (65,007) (83,203) 86,799
 (559,511) (94,333) (204,444)
Deferred:  
  
  
  
  
  
Federal (998,483) (117,155) (109,642) 20,496
 (1,039,769) (110,734)
State (52,129) (63,106) 127,518
 (157,496) (54,314) (47,591)
Subtotal (1,050,612) (180,261) 17,876
 (137,000) (1,094,083) (158,325)
Total income taxes $(1,115,619) $(263,464) $104,675
 $(696,511) $(1,188,416) $(362,769)
 
The Company recorded a current federal income tax benefit in 20172018 which primarily consisted of approximately $141 million related to the refund it expects to receive as a result of carryingits AMT credit carryforward and the Tax Cuts and Jobs Act and $16 million of current state tax expense. The current federal income tax benefit in 2017 primarily consisted of approximately $65 million related to refunds due to the Company as a result of amended returns it has filed to carry back federal and alternative minimum tax (AMT) net operating losses (NOLs) generated in 2016 and 2017. The Company will file carryback claims requesting a refund of a portion of the amounts paid relating to the 2015 federal tax return. The current federal income tax benefit in 2016 consisted of approximately $83 million primarily related to amended return refund claims filed in 2016 and 2017 for open tax years 2010 through 2013. TheFor all periods presented, the remaining current federaltax benefit of $435 million in 2018, $29 million in 2017 and state income tax$121 million in 2016 was offset by current expense in 2015 primarily related to tax gains generated as adiscontinued operations and will not result of EQGP's IPO andin additional refunds to the sale of NWV Gathering to EQM in that year.Company.

On December 22, 2017, the U.S. Congress enacted the law known as the Tax Cuts and Jobs Act, of 2017 (Tax Reform Legislation), which made significant changes to U.S. federal income tax law, including lowering the federal corporate tax rate to 21% from 35% beginning January 1, 2018. As a result of the change in the corporate tax rate the Company recorded a deferred tax benefit of $1.2 billion during the year ended December 31, 2017 to revalue its existing net deferred tax liabilities to the lower rate.

The Company applied the guidance in SAB 118 when accounting for the enactment-date effects of the Tax Reform LegislationCuts and Jobs Act in 2017 and throughout 2018. At December 31, 2017, the Company had not completed the accounting for all the enactment-date income tax effects of the legislation under ASC 740, Income Taxes, for the following aspects: remeasurement of deferred tax assets and liabilities and incentive-based compensation limitations. At December 31, 2018, the Company completed the accounting for all the enactment-date income tax effects of the Tax Cuts and Jobs Act. During 2018, the Company recognized adjustments of $5.3 million to the provisional amounts recorded at December 31, 2017 and included these adjustments as a component of income tax expense from continuing operations. The additional expense is primarily the result of adjustments to the increased limitations on deductible executive compensation.

The Tax Cuts and Jobs Act preserved deductibility of intangible drilling costs (IDCs) for federal income tax purposes, which allows the Company to deduct a portion of drilling costs in the year incurred and minimizes current taxes payable in periods of taxable income.payable. Prior to 2018, IDCs have historically beenwere limited for AMT purposes, which has resulted in the Company paying AMT in periods when no other federal taxes were currently payable. The Tax Reform LegislationCuts and Jobs Act also repealed the AMT for tax years beginning January 1, 2018 and provides that existing AMT credit carryforwards can be utilized to offset current federal taxes owed in tax years 2018 through 2020. In addition, 50% of any unused AMT credit carryforwards can be refunded during these years with any remaining AMT credit carryforward being fully refunded in 2021. The Company had approximately $435expects to receive a refund of $128 million of AMT credits relating to its 2018 tax return. The current income tax receivable at December 31, 2018 also includes expected refunds of $11 million relating to NOL carryback claims. As of December 31, 2018, there is $295 million of AMT credit carryforward asremaining, net of December 31, 2017.valuation allowances for sequestration of $13 million. As a result of an announcement by the IRS in January 2019 reversing its position that AMT refunds were subject to sequestration by the federal government at a rate equal to 6.2% of the refund, the Company will reverse the related valuation allowance in the first quarter of 2019.


The Tax Reform Legislation contains several other provisions, such as limitingCuts and Jobs Act also limits the deductibility of interest expense, that are not expected to haveexpense. As a material effect on the Company's results of operations. As of December 31, 2017,result, the Company has not completed its accountingrecorded a valuation allowance in 2018 for the effectsa portion of the Tax Reform Legislation; however, provisional amounts are recorded to revalue deferred tax assets and liabilities and reflect theinterest expense limit imposed for separate company state income tax effects related to the Tax Reform Legislation. The Company also considered whether existing deferred tax amounts will be recovered in future periods under the new law. However, the Company is still analyzing certain aspects of the Tax Reform Legislation and refining calculations, which could potentially impact the measurement of these balances or potentially give rise to new deferred tax amounts. The Company will refine its estimates to incorporate new or better information as it comes available through the filing date of its 2017 U.S. income tax returns in the fourth quarter of 2018.purposes.

The Protecting Americans from Tax Hikes (PATH) Act of 2015 was enacted on December 18, 2015 and retroactively and permanently extended the research and experimentation (R&E) tax credit for 2015 forward. The PATH Act also reinstated and extended through the end of 2017 50% bonus depreciation. In addition, the Tax Reform Legislation provides for 100% bonus depreciation on some tangible property expenditures through 2022.
The Company has federal NOL carryforwards related to the Rice Merger discussed in Note 2 and NOLs generated in 2017 in excess of the amountamounts carried back to 2015.prior years. The Company also has NOLs related toacquired in the Trans Energy Merger, discussed in Note 10, of which a nominal amount is available to be utilized annually over the next 20 years. The Tax Reform LegislationCuts and Jobs Act limits the utilization of NOLs generated after December 31, 2017 that are carried forward into future years to 80% of taxable income and eliminates the ability to carry NOLs back to earlier tax years for refunds of taxes paid. NOLs generated in 2018 and in future periods can be carried forward indefinitely.

Income tax (benefit) expense from continuing operations differed from amounts computed at the federal statutory rate of 21% for 2018 and 35% for 2017 and 2016 on pre-tax income as follows:
 Years Ended December 31, Years Ended December 31,
 2017 2016 2015 2018 2017 2016
 (Thousands) (Thousands)
Tax at statutory rate $259,884
 $(138,084) $149,296
 $(646,261) $69,515
 $(312,992)
Federal tax reform (1,205,140) 
 
 5,288
 (1,205,140) 
State income taxes (52,606) (71,613) (7,566) (251,780) (57,414) (76,043)
Valuation allowance 10,680
 23,808
 91,144
 88,785
 10,680
 23,808
Noncontrolling partners’ share of earnings (122,365) (112,672) (82,850)
Regulatory liability/asset 10,488
 35,438
 (35,438) (276) 10,488
 
Federal tax credits (34,956) (4,539) (7,243) (2,400) (34,956) (4,539)
Goodwill impairment 111,470
 
 
Other 18,396
 4,198
 (2,668) (1,337) 18,411
 6,997
Income tax (benefit) expense $(1,115,619) $(263,464) $104,675
 $(696,511) $(1,188,416) $(362,769)
      
Effective tax rate (150.2)% 66.8% 24.5% 22.6% (598.4)% 40.6%
 
All of EQGP's, RMP’s and Strike Force Midstream’s income is included in the Company's pre-tax income (loss). However, the Company is not required to record income tax expense with respect to the portion of EQGP's and RMP’s income allocated to the noncontrolling public limited partners of EQGP, EQM and RMP or to the portion of Strike Force Midstream’s income allocated to the minority owner, which reduces the Company'sThe effective tax rate for the year ended December 31, 2018 was higher than the U.S. federal statutory rate primarily as a result of state income taxes. The Company recognized additional state tax benefit as a result of the 2018 Divestitures and the resulting shift in periods when the Company’s state apportionment in state taxing jurisdictions for natural gas and liquids sales as these sales shifted more heavily to lower taxed jurisdictions. The Company has consolidated pre-tax income and increaseshad no tax basis in the Company's effective tax rate in periods when the Company has consolidated pre-tax loss.continuing operations goodwill impaired during 2018.

The effective tax rate for the year ended December 31, 2017 was lower than the U.S. federal statutory rate primarily due to the effect of the Tax Reform Legislation.Cuts and Jobs Act. The primary impact of the Tax Reform LegislationCuts and Jobs Act on the Company's effective tax rate was to revalue the Company's net deferred tax liability at the new corporate tax rate of 21%. The effective tax rate was also lower due to the effect of income allocated to the noncontrolling limited partners of EQGP, EQM and RMP and the minority owner of Strike Force Midstream as well as for federal tax credits generated during the year. These creditsyear, which increased for the year ended December 31, 2017 as a result of $30.2 million of federal marginal well tax credit.credits. The IRS Noticenotice supporting the calculation of the credit was not published until 2017 and the Company was unable to estimate the amount of this credit in 2016 absent the IRS Notice.notice. As a result, $6.1 million of this credit recorded in 2017 related to 2016 activity.

For the year ended December 31, 2017, the Company realized a $10.5 million tax expense associated with FERC regulated assets as a result of the corporate tax rate reduction in the Tax Reform Legislation.Cuts and Jobs Act. Following the normalization rules of the IRC,Internal Revenue Code (IRC), this regulatory liability is amortized on a straight-line basis over the estimated remaining life of the related assets.

This regulatory liability was transferred to Equitrans Midstream in connection with the Separation and Distribution and was included as part of discontinued operations.

The effective tax rate for the year ended December 31, 2016 was higher than the U.S. federal statutory rate of 35% primarily due to the effect of income allocated to the noncontrolling limited partners of EQGP and EQM. Due to the Company's consolidated pre-tax loss for the year ended December 31, 2016, EQGP's income allocated to noncontrolling limited partners increased the effective income tax rate for the year ended December 31, 2016. The increase in the effective income tax rate was also partly attributable to the tax benefit generated from pre-tax loss on state income tax paying entities and was partially offset by the $35.4 million regulatory asset write-off described in the following paragraph.

For the year ended December 31, 2015, the Company realized a $35.4 million regulatory asset tax benefit in connection with IRS guidance received by the Company regarding a like-kind exchange of regulated assets which resulted in tax deferral for the Company. In order to be in compliance with the normalization rules of the IRC, the IRS guidance held that the deferred tax liability associated with the exchanged regulatory assets should not be considered for ratemaking purposes. As a result, during the second quarter of 2015, the Company recorded a regulatory asset equal to the taxes deferred from the exchange and an associated income tax benefit. The Company sold the assets on which it deferred the underlying taxes to EQM as part of the October 2016 Sale; as a result, the regulatory asset and deferred tax benefit reversed during the fourth quarter of 2016.entities.

The Company believes that it is more likely than not that the benefit from certain state NOL carryforwards and certain federal NOLs acquired in recent acquisitions will not be realized. A valuation allowance is required when it is more likely than not that all or a portion of a deferred tax asset will not be realized. All available evidence, both positive and negative, must be considered in determining the need for a valuation allowance. At December 31, 2018, 2017 2016 and 2015,2016, positive evidence considered included reversals of financial to tax temporary differences, the implementation of and/or ability to employ various tax planning strategies and the estimation of future taxable income. Negative evidence considered included historical pre-tax book losses of the Company's former EQT Production business segment. A review of positive and negative evidence regarding these tax benefits

resulted in the conclusion that valuation allowances for certain NOLs were warranted as it was more likely than not that the Company would not utilize them prior to expiration. Uncertainties such as future commodity prices can affect the Company's calculations and its ability to utilize these NOLs prior to expiration. Further, the Tax Cuts and Jobs Act resulted in the Company recording a valuation allowance against a deferred tax asset related to the interest expense limitation for separate company state income tax purposes. The Tax Cuts and Jobs Act also required the Company to write-off a deferred tax asset recorded for certain incentive-based awards to be paid in a future year.

Management will continue to assess the potential for realizing deferred tax assets based upon income forecast data and the feasibility of future tax planning strategies and may record adjustments to the related valuation allowances in future periods that could materially impact net income.

The following table reconciles the beginning and ending amount of reserve for uncertain tax positions (excluding interest and penalties): 
 2017 2016 2015 2018 2017 2016
 (Thousands) (Thousands)
Balance at January 1 $252,434
 $259,301
 $56,957
 $301,558
 $252,434
 $259,301
Additions based on tax positions related to current year 50,469
 23,978
 152,983
 8,459
 50,469
 23,978
Additions for tax positions of prior years 8,978
 20,336
 50,688
 14,396
 8,978
 20,336
Reductions for tax positions of prior years (10,323) (51,181) (1,327) (9,134) (10,323) (51,181)
Lapse of statute of limitations 
 
 
Balance at December 31 $301,558
 $252,434
 $259,301
 $315,279
 $301,558
 $252,434
 
Included in the balance above are unrecognized tax benefits that, if recognized, would affect the effective tax rate of $124.6 million, $120.5 million $102.0 million and $94.1$102.0 million as of December 31, 2018, 2017 2016 and 2015,2016, respectively. Additionally, there were uncertain tax positions included in the balance above of $88.2 million, $84.1 million, $75.4 million, and $114.2$75.4 million for the years ended December 31, 2018, 2017 2016 and 2015,2016, respectively, that have been recorded in the Consolidated Balance Sheets as a reduction of the related deferred tax asset for AMT and general business credit carryforwards and NOLs. The state deferred tax asset was reduced for uncertain tax positions of approximately $0.3 million and $0.5 million during the years ended December 31, 2017 and 2016, respectively.

Included in the tabular reconciliation above at December 31, 2018, 2017 and 2016 and 2015 are $0.7 million, $4.7 million $5.5 million and $6.4$5.5 million, respectively, for tax positions for which the ultimate deductibility is highly certain but for which there is uncertainty about the timing of tax deductions.  Any disallowance of the shorter deductibility period would accelerate the payment of cash taxes to an earlier period but would not affect the Company's annual effective tax rate. 
 
The Company recognizes interest and penalties related to unrecognized tax benefits in income tax expense.  The Company recorded interest and penalties of approximately $3.2$3.4 million, $1.6$3.2 million and $1.6 million for 2018, 2017 2016 and 2015,2016, respectively.  Interest and penalties of $11.9 million, $8.4 million $5.2 million and $3.6$5.2 million were included in the Consolidated Balance Sheets at December 31, 2018, 2017 and 2016, and 2015, respectively.


As of December 31, 2017,2018, the Company believed that it is reasonably possible that a decrease of $42.5$33.3 million in unrecognized tax benefits related to federal tax positions may be necessary within 12 months as a result of potential settlements with, or legal or administrative guidance by, relevant taxing authorities or the lapse of applicable statutes of limitation. As of December 31, 2017, the Company believed that it is reasonably possible that a decrease of $42.5 million in unrecognized tax benefits related to federal tax positions may be necessary within 12 months. As of December 31, 2016, and 2015, the Company did not expect any of its unrecognized tax benefits to decrease within the next 12 months.
 
The consolidated federal income tax liability of the Company has been settled with the IRS through 2009. The IRS has completed its review of the 2010, 2011 and 2012 tax years and the Company is in the process of appealing its R&EResearch & Experimentation (R&E) tax credit claim for such years. In addition, the Company has filed refund claims relating to R&E and AMT preference adjustments for the years 2010 through 2013. These claims are under review by the IRS. The Company also is the subject of various state income tax examinations. With few exceptions, as of December 31, 2017,2018, the Company is no longer subject to state examinations by tax authorities for years before 2012.
 
There were no material changes to the Company’s methodology for accounting for unrecognized tax benefits during 2017.2018.
        

The following table summarizes the source and tax effects of temporary differences between financial reporting and tax bases of assets and liabilities:
 As of December 31, As of December 31,
 2017 2016 2018 2017
 (Thousands) (Thousands)
Deferred income taxes:  
  
  
  
Total deferred income tax assets $(971,184) $(875,303) $(901,377) $(1,112,514)
Total deferred income tax liabilities 2,740,084
 2,635,307
 2,724,758
 3,002,476
Total net deferred income tax liabilities 1,768,900
 1,760,004
 1,823,381
 1,889,962
Total deferred income tax liabilities (assets):  
  
  
  
Drilling and development costs expensed for income tax reporting 2,074,091
 1,473,355
 1,469,320
 2,074,091
Tax depreciation in excess of book depreciation 644,590
 1,161,952
 904,030
 644,590
Investment in Equitrans Midstream (10,359) 
Incentive compensation and deferred compensation plans (43,822) (77,743) (24,682) (43,822)
Net operating loss carryforwards (564,180) (282,943) (429,983) (564,180)
Investment in partnerships (132,667) (386,676)
Alternative minimum tax credit carryforward (435,190) (224,428) (308,727) (435,190)
Federal tax credits (50,341) (2,508) (37,710) (50,341)
Unrealized hedge (losses) gains 21,403
 (101,430)
Unrealized (losses) gains (28,096) 21,403
Interest disallowance limitation (35,358) 
Other (7,376) (997) (26,462) (18,981)
Total excluding valuation allowances 1,506,508
 1,558,582
 1,471,973
 1,627,570
Valuation allowances 262,392
 201,422
 351,408
 262,392
Total net deferred income tax liabilities $1,768,900
 $1,760,004
 $1,823,381
 $1,889,962
 
The net deferred tax liability decrease of $1.2 billion as a result ofdecreased $66.6 million primarily due to the decrease in the corporate tax rate in the Tax Reform Legislation and was2018 Divestitures, partially offset by a $1.1 billionan increase in tax depreciation in excess of book during the current year, utilization of Federal net deferred tax liability recognized as a resultoperating losses, and refund of the Rice Mergers discussed in Note 2.AMT credit carryovers.
 
As of December 31, 2017,2018, the Company had a deferred tax asset of $194.3$32.9 million, net of valuation allowances of $22.9$22.8 million, related to tax benefits from federal NOL carryforwards expiring in 20362037 to 2037.2038.  As of December 31, 2017,2018, the Company had a deferred tax asset of $130.0$94.7 million, net of valuation allowances of $217.0$279.5 million, related to tax benefits from state NOL carryforwards with various expiration dates ranging from 20182020 to 2037. On October 30, 2017, Pennsylvania enacted a change in the limitation on Pennsylvania NOL utilization to 35% of taxable income from 30% of taxable income for tax years beginning in 2018 and to 40% of taxable income for tax years beginning in 2019 and thereafter. However, due to the decrease in state apportionment rates, the Company will have less realizable NOL in future years. Additionally, the Tax Cuts and Jobs Act interest deduction limitation imposed for separate company state income tax reporting purposes resulted in a valuation allowance of $21.7 million. The Company also recorded a valuation allowance on the retained stake of Equitrans Midstream of $14 million for separate company state income tax reporting purposes. The Company reduced the valuation allowance on expected AMT credit refunds subject to federal sequestration to $13.3 million as a result of a change in estimate for the period ended December 31, 2018. The IRS announced in January 2019 that it was reversing its prior position that AMT refunds were subject to sequestration by the federal government at a rate equal to 6.2% of the refund. As a result, the Company'sCompany will reverse this related valuation allowance for state NOLs was reduced by $21.2 million during 2017. In addition,in the Company recorded a valuation allowancefirst quarter of $22.5 million on AMT credits related to the federal sequestration of refunds, which reduces refunds claims for NOLs by 6.6% in fiscal 2017.2019. As of December 31, 2016,2017, the Company had a deferred tax asset of $81.5$130 million, net of valuation allowances of $201.4$217.0 million, related to tax benefits from state NOL carryforwards with various expiration dates ranging from 20182028 to 2035.2038.

As discussed in Note 1, effective for the year ended December 31, 2017, EQT adopted ASU No. 2016-09 to simplify accounting for employee share-based payment transactions and eliminated excess tax benefits. The Company recorded tax benefits10.Debt

of $0.9 million for the year ended December 31, 2016, in the Consolidated Financial Statements as additions to common shareholders’ equity, which reduced taxes payable for the respective year.

12.Equity in Nonconsolidated Investments
The Company, through its ownership interest in EQM, has an ownership interest in the MVP Joint Venture, a nonconsolidated investment that is accounted for under the equity method of accounting. The following table summarizes the Company's equity in the MVP Joint Venture:
    Interest Ownership as of As of December 31,
Investees Location Type December 31, 2017 2017 2016
        (Thousands)
MVP Joint Venture USA Joint 45.5% $460,546
 $184,562
  December 31, 2018 December 31, 2017
  Principal ValueCarrying Value (a)
Fair
Value (b)
 Principal ValueCarrying Value (a)Fair
Value (b)
  (Thousands)
8.13% Notes, due June 1, 2019 $700,000
$699,729
$712,663
 $700,000
$698,918
$755,153
Floating Rate Notes due October 1, 2020 500,000
498,222
490,730
 500,000
497,206
501,325
2.50% Notes due October 1, 2020 500,000
498,198
489,690
 500,000
497,169
497,670
4.88% Notes, due November 15, 2021 750,000
746,245
762,555
 750,000
744,920
801,953
3.00% Notes due October 1, 2022 750,000
743,972
712,980
 750,000
742,364
743,550
7.75% debentures, due July 15, 2026 115,000
111,229
128,808
 115,000
110,732
135,024
3.90% Notes due October 1, 2027 1,250,000
1,239,866
1,085,663
 1,250,000
1,238,707
1,245,200
Medium-term notes:  
    
  
7.42% Series B, due 2023 10,000
10,000
10,666
 10,000
10,000
11,433
7.6% Series C, due 2018 


 8,000
7,999
8,012
8.8% to 9.0% Series A, due 2020 through 2021 35,200
35,200
37,920
 35,200
35,187
40,510
Note payable to EQM 114,720
114,720
121,752
 119,127
119,127
133,001
Total debt 4,724,920
4,697,381
4,553,427
 4,737,327
4,702,329
4,872,831
Less current portion of debt 704,661
704,390
717,609
 12,407
12,406
12,932
Long-term debt $4,020,259
$3,992,991
$3,835,818
 $4,724,920
$4,689,923
$4,859,899
(a)For the note payable to EQM, the principal value represents the carrying value. For all other debt, the carrying value represents principal value less unamortized debt issuance costs and debt discounts.
(b)
For the note payable to EQM, fair value is measured using Level 3 inputs, as described below. For all other debt, fair value is measured using Level 2 inputs.

2017 Notes. In October 2017, the Company completed the public offering (the 2017 Notes Offering) of $500 million aggregate principal amount of Floating Rate Notes due 2020 (the Floating Rate Notes), $500 million aggregate principal amount of 2.50% Senior Notes due 2020, $750 million aggregate principal amount of 3.00% Senior Notes due 2022 and $1,250 million aggregate principal amount of 3.90% Senior Notes due 2027. The Company recorded equity incomereceived net proceeds from the 2017 Notes Offering of approximately $2,974.2 million, which the Company used, together with other cash on hand and borrowings under the Company’s $2.5 billion credit facility, to fund the cash portion of the consideration for 2017, 2016 and 2015expenses related to the MVP Joint VentureRice Merger and related transactions including the repayment of $22.2 million, $9.9 millioncertain indebtedness of Rice and $2.6 million, respectively, within other income on the Statements of Consolidated Operations. 

In December 2017, the MVP Joint Venture issued a capital call noticeits subsidiaries, to MVP Holdco for $105.7redeem or repay $700 million of which $27.2 million was paidthe Company's Senior Notes due in January 2018 and the remaining $78.5 million is expected to be paid in February 2018. The capital contribution payable is recorded infor other current liabilities on the Consolidated Balance Sheet as of December 31, 2017 with a corresponding increase to investment in unconsolidated subsidiary.

The MVP Joint Venture has been determined to be a variable interest entity because it has insufficient equity to finance activities during the construction stage of the project. EQM is not the primary beneficiary because it does not have the power to direct the activities of the MVP Joint Venture that most significantly impact its economic performance. Certain business decisions, including, but not limited to, decisions with respect to operating and construction budgets, project construction schedule, material contracts or precedent agreements, indebtedness, significant acquisitions or dispositions, material regulatory filings and strategic decisions require the approval of owners holding more than a 66 2/3% interest in the MVP Joint Venture and no one member owns more than a 66 2/3% interest.

On January 21, 2016, affiliates of Consolidated Edison, Inc. (ConEd) acquired a 12.5% interest in the MVP Joint Venture and entered into 20-year firm capacity commitments for approximately 0.25 Bcf per day on both the MVP and EQM’s transmission system (the ConEd Transaction).general corporate purposes. As a result of redeeming or repaying $700 million of Company's Senior Notes due in 2018, the ConEd Transaction, EQM's interest in the MVP Joint Venture decreased by 8.5% to 45.5%, and ConEd reimbursed EQM $12.5Company recorded loss on debt extinguishment of $12.6 million, which represented EQM's proportional capital contributions toincluded the MVP Joint Venture through the date of the transaction.

As of December 31, 2017, EQM had issued a $91 million performance guarantee in favor of the MVP Joint Venture to provide performance assurances for MVP Holdco's obligations to fund its proportionate share of the construction budget for the MVP.

As of December 31, 2017, EQM's maximum financial statement exposure related to the MVP Joint Venture was approximately $551.5 million, which consists of the investment in nonconsolidated entity balance of $460.5 million on the Consolidated Balance Sheet as of December 31, 2017 and amounts which could have become due under EQM's performance guarantee as of that date.
13.Consolidated Variable Interest Entities
The Company adopted ASU No. 2015-02, Consolidation in the first quarter of 2016 and, as a result, EQT determined EQGP and EQM to be variable interest entities. Following the Rice Merger, the Company concluded that RMP and Strike Force Midstream each meet the criteria for variable interest entity classification. Through EQT's ownership and control of EQGP's general partner, EQM's general partner, RMP's general partner and Strike Force Midstream Holdings, EQT has the power to direct the activities that most significantly impact the economic performance of EQGP, EQM, RMP and Strike Force Midstream. In addition, through EQT's limited partner interest in EQGP and EQGP's general partner interest, limited partner interest and IDRs in EQM, EQT has the obligation to absorb the losses of EQGP and EQMmake whole call premiums and the right to receive benefits from EQGP and EQM, in accordance with such interests. Furthermore, through EQT's general partner interest, limited partner interest and IDRs in RMP and majority ownership interest in Strike Force Midstream, EQT has the obligation to absorb the losseswrite-off of RMP and Strike Force Midstream and the right to receive benefits from RMP and Strike Force Midstream, in accordance with such interests. As EQT has a controlling financial interest in EQGP, EQM, RMP and Strike Force Midstream and is the primary beneficiary, EQT consolidates EQGP, EQM, RMP and Strike Force Midstream.unamortized deferred financing costs.

The key risks associated withindentures governing the operations of EQGP, EQM, RMPCompany’s long-term indebtedness contain certain restrictive financial and Strike Force Midstream,operating covenants, including covenants that restrict, among other things, the Company’s ability to incur, as applicable, are:

EQGP's only cash-generatingindebtedness, incur liens, enter into sale and leaseback transactions, complete acquisitions, merge, sell assets consist of its partnership interests in EQM; therefore, its cash flow is dependent upon the ability of EQM to make cash distributions to its partners;
EQM and RMP depend on EQT for a substantial majority of their revenues and future growth; therefore, EQM and RMP are indirectly subject to the business risks of EQT;
EQM's natural gas gathering, transmission and storage services, RMP's natural gas gathering, compression and water services, and Strike Force Midstream's gathering and compression services are subject to extensive regulation by federal, state and local regulatory authorities and subject to stringent environmental laws and regulations, which may expose EQM, RMP and Strike Force Midstream to significant costs and liabilities;
Expanding EQM, RMP and Strike Force Midstream's businesses by constructing new midstream assets subjects EQM, RMP, and Strike Force Midstream to risks. If EQM, RMP and Strike Force Midstreamperform certain other corporate actions.  The covenants do not complete these expansion projects, their future growth may be limited;
EQM, RMP and Strike Force Midstream are subject to numerous hazards and operational risks which include, but are not limited to, ruptures, fires, explosions, leaks and damage to pipelines, facilities, equipment and surrounding properties caused by natural disasters, acts of sabotage and terrorism, and inadvertent damage; and
Certain of the services EQM provides on its transmission and storage system are subject to long-term, fixed-price "negotiated rate" contracts that are not subject to adjustment, even if EQM's cost to perform such services exceeds the revenues received from such contracts, and, ascontain a result, EQM's costs could exceed its revenues received under such contracts.

          See further discussion of the impact that EQT's ownership and control of EQM, EQGP , RMP and Strike Force Midstream have on EQT's financial position, results of operations and cash flows in Notes 3, 4 and 5 for EQM, EQGP, and RMP, respectively, and in Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations" in this Annual Report on Form 10-K for the year ended December 31, 2017.

The following table presents amounts included in the Consolidated Balance Sheets that were for the use or obligation of EQGP or EQM as of December 31, 2017 and 2016.

Classification December 31, 2017 December 31, 2016
  (Thousands)
Assets:  
  
Cash and cash equivalents $2,857
 $60,453
Accounts receivable 28,804
 20,662
Prepaid expenses and other 8,470
 5,745
Property, plant and equipment, net 2,804,059
 2,578,834
Other assets 483,004
 206,104
Liabilities:    
Accounts payable $47,042
 $35,831
Other current liabilities 133,531
 32,242
Credit facility borrowings 180,000
 
Senior Notes 987,352
 985,732
Other liabilities and credits 20,273
 9,562


The following table summarizes EQGP and EQM's Statements of Consolidated Operations and Cash Flows for the years ended December 31, 2017, 2016 and 2015, inclusive of affiliate amounts.

  Years Ended December 31,
  2017 2016 2015
  (Thousands)
Operating revenues $834,096
 $735,614
 $632,936
Operating expenses 256,403
 211,630
 183,956
Other (expenses) income (8,773) 11,010
 (14,980)
Net income $568,920
 $534,994
 $434,000
       
Net cash provided by operating activities $647,828
 $535,357
 $488,329
Net cash used in investing activities $(456,968) $(732,033) $(1,043,822)
Net cash (used in) provided by financing activities $(248,456) $(103,828) $735,712

The following table presents summary information of assets and liabilities of RMP includedrating trigger.  Therefore, a change in the Company’s Consolidated Balance Sheets thatdebt rating would not trigger a default under the indentures governing the indebtedness.
Aggregate maturities of Senior Notes are $700.0 million in 2019, $1,011.2 million in 2020, $774.0 million in 2021, $750.0 million in 2022, $10.0 million in 2023 and $1,365.0 million in 2024 and thereafter.

Note Payable to EQM. In April 2015, EQM acquired a preferred interest in EQT Energy Supply, LLC (EES). In October 2016, the operating agreement of EES was amended and the accounting for the use or obligationpreferred interest in EES converted to a note payable. Prior to the Separation and Distribution, the note payable to EQM was eliminated in consolidation. The fair value of RMP.the note payable to EQM is a Level 3 fair value measurement which is estimated using an income approach model utilizing a market-based discount rate. Principal amounts due are $4.7 million in 2019, $5.0 million in 2020, $5.2 million in 2021, $5.5 million in 2022, $5.8 million in 2023 and $88.5 million in 2024 and thereafter.

Classification December 31, 2017
  (Thousands)
Assets:  
Cash $10,538
Accounts receivable 12,246
Other current assets 1,327
Property and equipment, net 1,431,802
Goodwill 1,346,918
Liabilities:  
Accounts payable $4
Other current liabilities 28,830
Credit facility borrowings 286,000
Other long-term liabilities 9,360

$2.5 Billion Facility. The following table presents summary information for RMP’s financial performance included in the Consolidated Statements of Operations and Cash Flows for the period from November 13, 2017 through December 31, 2017, inclusive of affiliate amounts.

  For the period November 13, 2017 through December 31, 2017
  (Thousands)
Operating revenues $44,219
Operating expenses 18,274
Other expenses (811)
Net income $25,134
   
Net cash provided by operating activities $22,430
Net cash used in investing activities $(34,553)
Net cash provided by financing activities $9,959


The following table presents summary information of assets and liabilities of Strike Force Midstream included in the Company’s Consolidated Balance Sheets that are for the use or obligation of Strike Force Midstream.

 December 31, 2017
 (Thousands)
Assets: 
Cash$43,938
Accounts receivable12,477
Property and equipment, net356,346
Intangible Assets457,992
Liabilities: 
Other current liabilities$24,341

The following table presents summary information for Strike Force Midstream’s financial performance included in the Consolidated Statements of Operations and Cash Flows for the period from November 13, 2017 through December 31, 2017, inclusive of affiliate amounts.

  For the period November 13, 2017 through December 31, 2017
  (in thousands)
Operating revenues $9,214
Operating expenses 6,330
Other (expenses) income 52
Net income $2,936
   
Net cash provided by operating activities $8,588
Net cash used in investing activities $(36,190)
Net cash provided by financing activities $26,951

14.Revolving Credit Facilities
EQTCompany has a $2.5 Billion Facility
In July 2017, the Company amended and restated its $1.5 billion revolving credit facility to extend the term tothat expires in July 2022. The Company may request two one-year extensions of the expiration date, the approval of which is subject to satisfaction of certain conditions. On November 13, 2017, in connection with the consummation of the Rice Merger, the aggregate commitments of the lenders under the credit facility increased from $1.5 billion to $2.5 billion. Subject

to certain terms and conditions, the Company may, on a one-time basis, request that the lenders’ commitments be increased to an aggregate of up to $3.0 billion. Each lender in the facility may decide if it will increase its commitment. The credit facility may be used for working capital, capital expenditures, share repurchases and any other lawful corporate purposes.  The credit facility is underwritten by a syndicate of 19 financial institutions, each of which is obligated to fund its pro-rata portion of any borrowings by the Company.

Under the terms of the credit facility, the Company may obtain base rate loans or fixed period Eurodollar rate loans denominated in U.S. dollars. Base rate loans bear interest at a base rate plus a margin based on the Company’s then current credit ratings. Fixed period Eurodollar rate loans bear interest at a Eurodollar rate plus a margin based on the Company’s then current credit ratings.
 
The Company is not required to maintain compensating bank balances.  The Company’s debt issuer credit ratings, as determined by S&P, Moody’s or Fitch Ratings Service (Fitch) on its non-credit-enhanced, senior unsecured long-term debt, determine the level of fees associated with the credit facility in addition to the interest rate charged by the counterparties on any amounts borrowed against the credit facility; the lower the Company’s debt credit rating, the higher the level of fees and borrowing rate.


The Company had $0.8 billion and $1.3 billion of borrowings and zero and $159.4 million letters of credit outstanding under its credit facility as of December 31, 2017.2018 and 2017, respectively. The Company incurred commitment fees averaging approximately 20, 20 and 23 basis points for the years ended December 31, 2018, 2017 and 2016, respectively, to maintain credit availability under its credit facility.

During 2018 and 2017, the maximum amounts of outstanding borrowings at any time under the credit facility were $1.6 billion and $1.4 billion, respectively, the average daily balances were approximately $854 million and $191 million, respectively, and interest was incurred at weighted average annual interest rates of 3.4% and 2.8%, respectively. The Company had no borrowings or letters of credit outstanding under its revolving credit facility as of December 31, 2016 and 2015 or at any time during the years ended December 31, 2016 and 2015. The Company incurred commitment fees averaging approximately 20, 23 and 23 basis points for the years ended December 31, 2017, 2016 and 2015, respectively, to maintain credit availability under its credit facility.

The maximum amount of outstanding borrowings at any time under the credit facility during the year ended December 31, 2017 was $1.4 billion, and the average daily balance of borrowings outstanding was approximately $190.9 million at a weighted average annual interest rate of approximately 2.8%.2016.

The Company’s credit facility contains various provisions that, if not complied with, could result in termination of the credit facility, require early payment of amounts outstanding or similar actions.  The most significant covenants and events of default under the credit facility relate to maintenance of a debt-to-total capitalization ratio and limitations on transactions with affiliates.  The credit facility contains financial covenants that require a total debt-to-total capitalization ratio no greater than 65%.  The calculation of this ratio excludes the effects of accumulated OCI. As of December 31, 2017,2018, the Company was in compliance with all debt provisions and covenants.

EQM $1.0 Billion Facility
In July 2017, EQM amended and restated its credit facility to increase the borrowing capacity under the facility from $750 million to $1 billion and to extend the term to July 2022. Subject to certain terms and conditions, the $1 billion credit facility has an accordion feature that allows EQM to increase the available borrowings under the facility by up to an additional $500 million. Each lender in the facility may decide if it will increase its commitment. The credit facility is available to fund working capital requirements and capital expenditures, to purchase assets, to pay distributions and repurchase units and for general partnership purposes. The credit facility is underwritten by a syndicate of 19 financial institutions, each of which is obligated to fund its pro-rata portion of any borrowings by EQM.  The Company is not a guarantor of EQM’s obligations under the credit facility. Obligations under the revolving portion of the credit facility are unsecured.

Under the terms of its credit facility, EQM may obtain base rate loans or fixed period Eurodollar rate loans denominated in U.S. dollars. Base rate loans bear interest at a base rate plus a margin based on EQM’s then current credit rating. Fixed period Eurodollar rate loans bear interest at a Eurodollar rate plus a margin based on EQM’s then current credit ratings.

EQM is not required to maintain compensating bank balances under its $1 billion credit facility. EQM’s debt issuer credit ratings, as determined by S&P, Moody’s and Fitch on its non-credit-enhanced, senior unsecured long-term debt, determine the level of fees associated with its credit facility in addition to the interest rate charged by the counterparties on any amounts borrowed against the credit facility; the lower EQM’s debt credit rating, the higher the level of fees and borrowing rate.

EQM had $180.0 million borrowings and no letters of credit outstanding under its $1 billion credit facility as of December 31, 2017. EQM had no borrowings and no letters of credit outstanding under its credit facility as of December 31, 2016. For the years ended December 31, 2017, 2016 and 2015, EQM incurred commitment fees averaging approximately 20, 23 and 23 basis points, respectively, to maintain credit availability under its credit facility.

During 2017, 2016 and 2015, the maximum amounts of EQM's outstanding borrowings under the credit facility at any time were $260 million, $401 million and $404 million, respectively, the average daily balances were approximately $74 million, $77 million and $261 million, respectively, and interest was incurred at weighted average annual interest rates of 2.8%, 2.0% and 1.7%, respectively.
EQM’s credit facility contains various provisions that, if not complied with, could result in termination of the credit facility, require early payment of amounts outstanding or similar actions. The most significant covenants and events of default under the credit facility relate to maintenance of a permitted leverage ratio, limitations on transactions with affiliates, limitations on restricted payments, insolvency events, nonpayment of scheduled principal or interest payments, acceleration of and certain other defaults under other financial obligations and change of control provisions. Under EQM's $1 billion credit facility, EQM is required to maintain a consolidated leverage ratio of not more than 5.00 to 1.00 (or not more than 5.50 to 1.00 for certain measurement periods following the consummation of certain acquisitions). As of December 31, 2017, EQM was in compliance with all debt provisions and covenants.


See also the discussion of the revolving loan agreement between EQT and EQM in Note 4 to the Consolidated Financial Statements.

RMP $850 Million Facility

Rice Midstream OpCo LLC (RMP OpCo), a direct wholly owned subsidiary of RMP, has an $850 million, secured revolving credit facility that expires in December 2019. Subject to certain terms and conditions, the credit facility has an accordion feature that allows RMP OpCo to increase the available borrowings under the facility by up to an additional $200 million. Each lender in the facility may decide if it will increase its commitment. The credit facility is available to fund working capital requirements and capital expenditures, to purchase assets, to pay distributions, to repurchase units and for general partnership purposes. The Company is not a guarantor of the obligations of RMP or any of its subsidiaries under the credit facility.  The credit facility is secured by mortgages and other security interests on substantially all of RMP’s properties and is guaranteed by RMP and its restricted subsidiaries.  The credit facility is underwritten by a syndicate of 18 financial institutions, each of which is obligated to fund its pro-rata portion of any borrowings thereunder by RMP OpCo.
Under the terms of the RMP credit facility, RMP OpCo may obtain base rate loans or fixed period Eurodollar rate loans denominated in U.S. dollars. Base rate loans bear interest at a base rate plus a margin based on RMP's leverage ratio. Fixed period Eurodollar rate loans bear interest at a Eurodollar rate plus a margin based on the leverage ratio then in effect.

RMP is not required to maintain compensating bank balances under its credit facility. RMP’s leverage ratio in effect from time to time determines the level of fees associated with its credit facility in addition to the interest rate charged by the counterparties on any amounts borrowed against the lines of credit.

As of December 31, 2017, RMP OpCo had $286 million of borrowings and $1 million of letters of credit outstanding under the credit facility. The average daily outstanding balance of borrowings at any time under the credit facility during the period from November 13, 2017 to December 31, 2017 was approximately $268 million at a weighted average annual interest rate of 3.1%. RMP OpCo pays a commitment fee based on the undrawn commitment amount ranging from 37.5 to 50 basis points.

The credit facility contains various provisions that, if not complied with, could result in termination of the agreement, require early payment of amounts outstanding or similar actions. The most significant covenants and events of default under the RMP credit facility relate to maintenance of certain financial ratios, as described below, limitations on certain investments and acquisitions, limitations on transactions with affiliates, limitations on restricted payments, limitations on the incurrence of additional indebtedness, insolvency events, nonpayment of scheduled principal or interest payments, acceleration of and certain other defaults under other financial obligations and change of control provisions. The RMP credit facility requires RMP to maintain the following financial ratios: an interest coverage ratio of at least 2.50 to 1.0; a consolidated total leverage ratio of not more than 4.75 to 1.0, and after electing to issue senior unsecured notes, a consolidated total leverage ratio of not more than 5.25 to 1.0 (with certain increases for measurement periods following the completion of certain acquisitions); and if RMP elects to issue senior unsecured notes, a consolidated senior secured leverage ratio of not more than 3.50 to 1.0. As of December 31, 2017, RMP and RMP OpCo were in compliance with all credit facility provisions and covenants.





15.Senior Notes
  December 31, 2017 December 31, 2016
  Principal ValueCarrying Value (a)
Fair
Value (b)
 Principal ValueCarrying Value (a)Fair
Value (b)
  (Thousands)
5.15% Notes, due March 1, 2018 $
$
$
 $200,000
$199,545
$207,180
6.50% Notes, due April 1, 2018 


 500,000
499,089
527,205
8.13% Notes, due June 1, 2019 700,000
698,918
755,153
 700,000
698,106
789,271
Floating Rate Notes due October 1, 2020

 500,000
497,206
501,325
 


2.50% Notes due October 1, 2020 500,000
497,169
497,670
 


4.88% Notes, due November 15, 2021 750,000
744,920
801,953
 750,000
743,595
801,218
3.00% Notes due October 1, 2022 750,000
742,364
743,550
 


4.00% EQM Notes, due August 1, 2024 500,000
494,939
504,110
 500,000
494,170
493,125
7.75% debentures, due July 15, 2026 115,000
110,732
135,024
 115,000
110,235
141,800
4.125% EQM Notes, due December 1, 2026 500,000
492,413
501,990
 500,000
491,562
488,460
3.90% Notes due October 1, 2027 1,250,000
1,238,707
1,245,200
 


Medium-term notes:  
    
  
7.42% Series B, due 2023 10,000
10,000
11,433
 10,000
9,998
11,677
7.6% Series C, due 2018 8,000
7,999
8,012
 8,000
7,991
8,375
8.7% to 9.0% Series A, due 2020 through 2021 35,200
35,187
40,510
 35,200
35,168
41,906
  5,618,200
5,570,554
5,745,930
 3,318,200
3,289,459
3,510,217
Less Senior Notes payable within one year 8,000
7,999
8,012
 


Total Senior Notes $5,610,200
$5,562,555
$5,737,918
 $3,318,200
$3,289,459
$3,510,217
(a)     Carrying value represents principal value less unamortized debt issuance costs and debt discounts.

(b)    Fair value is measured using Level 2 inputs.

On October 4, 2017, the Company completed the public offering (the 2017 Notes Offering) of $500 million aggregate principal amount of Floating Rate Notes due 2020 (the Floating Rate Notes), $500 million aggregate principal amount of 2.50% Senior Notes due 2020 (the 2020 Notes), $750 million aggregate principal amount of 3.00% Senior Notes due 2022 (the 2022 Notes) and $1,250 million aggregate principal amount of 3.90% Senior Notes due 2027 (the 2027 Notes, and, together with the Floating Rate Notes, the 2020 Notes and the 2022 Notes, the 2017 Notes). The Company received net proceeds from the 2017 Notes Offering of approximately $2,974.2 million, which the Company used, together with other cash on hand and borrowings under the Company’s $2.5 billion credit facility, to fund the cash portion of the consideration for and expenses related to the Rice Merger and related transactions including the repayment of certain indebtedness of Rice and its subsidiaries, to redeem or repay $700 million of Company Senior Notes due in 2018 and for other general corporate purposes.

In October 2017, the Company delivered redemption notices to redeem all of its outstanding $200 million aggregate principal amount 5.15% Senior Notes due 2018 and $500 million aggregate principal amount 6.50% Senior Notes due 2018. On November 3, 2017, the Company redeemed the 5.15% Senior Notes due 2018 at a redemption price of 101.252%, plus accrued but unpaid interest, and the 6.50% Senior Notes due 2018 at a redemption price of 101.941%, plus accrued but unpaid interest. This resulted in make whole call premiums of $2.5 million and $9.7 million for the 5.15% Senior Notes due 2018 and the 6.50% Senior Notes due 2018, respectively. As a part of these transactions, the Company recorded loss on debt extinguishment of $12.6 million, which included the make whole call premiums and the write-off of $0.4 million in unamortized deferred financing costs.

The indentures governing the Company’s and EQM’s long-term indebtedness contain certain restrictive financial and operating covenants, including covenants that restrict, among other things, the Company’s or EQM's ability to incur, as applicable, indebtedness, incur liens, enter into sale and leaseback transactions, complete acquisitions, merge, sell assets and perform certain other corporate actions.  The covenants do not contain a rating trigger.  Therefore, a change in the Company’s or EQM’s debt rating would not trigger a default under the indentures governing the indebtedness.
Aggregate maturities of Senior Notes are $8.0 million in 2018, $700.0 million in 2019, $1,011.2 million in 2020, $774.0 million in 2021, $750.0 million in 2022 and $2,375.0 million in 2023 and thereafter.


16.11.                  Changes in Accumulated Other Comprehensive Income (Loss) by Component
 
The following tables explain the changes in accumulated OCI by component for the three years ended December 31, 2018, 2017, 2016, and 2015:

2016.
  Year Ended December 31, 2017
  
Natural gas cash
flow hedges, net
of tax
   
Interest rate
cash flow
hedges, net
of tax
   
Pension and
other post-
retirement
benefits
liability
adjustment,
net of tax
   
Accumulated
OCI (loss), net
of tax
  (Thousands)
Accumulated OCI (loss), net of tax, as of December 31, 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)
Accumulated OCI (loss), net of tax, as of December 31, 2017
 $4,625
   $(555)   $(6,528)   $(2,458)
Accumulated OCI (loss), net of tax
 
Natural gas cash
flow hedges, net
of tax
   
Interest rate
cash flow
hedges, net
of tax
   
Pension and
other post-
retirement
benefits
liability
adjustment,
net of tax
   Distribution of Equitrans Midstream Corporation 
Accumulated
OCI (loss), net
of tax
  (Thousands)
As of December 31, 2015 $64,762
   $(843)   $(17,541)   $
 $46,378
(Gains) losses reclassified from accumulated OCI, net of tax (55,155) (a) 144
 (a) 10,675
 (b) 
 (44,336)
As of 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)
As of 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) 903
 (2,948)
As of December 31, 2018
 $
   $(387)   $(5,922)   $903
 $(5,406)

  Year Ended December 31, 2016
  
Natural gas cash
flow hedges, net
of tax
   
Interest rate
cash flow
hedges, net
of tax
   
Pension and
other post-
retirement
benefits
liability
adjustment,
net of tax
   
Accumulated
OCI (loss), net
of tax
  (Thousands)
Accumulated OCI (loss), net of tax, as of December 31, 2015
 $64,762
   $(843)   $(17,541)   $46,378
(Gains) losses reclassified from accumulated OCI, net of tax (55,155) (a) 144
 (a) 10,675
 (b) (44,336)
Accumulated OCI (loss), net of tax, as of December 31, 2016
 $9,607
   $(699)   $(6,866)   $2,042
(a)Gains (losses) reclassified from accumulated OCI, net of tax related to natural gas cash flow hedges were reclassified into operating revenues. Losses from accumulated OCI, net of tax related to interest rate cash flow hedges were reclassified into interest expense.

  Year Ended December 31, 2015
  Natural gas cash
flow hedges, net
of tax
   Interest rate
cash flow
hedges, net
of tax
   Pension and
other post-
retirement
benefits
liability
adjustment,
net of tax
   Accumulated
OCI (loss), net
of tax
  (Thousands)
Accumulated OCI (loss), net of tax, as of December 31, 2014
 $217,121
   $(987)   $(16,640)   $199,494
(Gains) losses reclassified from accumulated OCI, net of tax (152,359) (a) 144
 (a) (901) (b) (153,116)
Accumulated OCI (loss), net of tax, as of December 31, 2015
 $64,762
   $(843)   $(17,541)   $46,378

(a) Gains (losses) reclassified from accumulated OCI, net of tax related to natural gas cash flow hedges were reclassified into operating revenues. Losses from accumulated OCI, net of tax related to interest rate cash flow hedges were reclassified into interest expense.

(b)This accumulated OCI reclassification is attributable to the net actuarial loss and net prior service cost related to the Company’s defined benefit pension plans and other post-retirement benefit plans.  See Note 1 for additional information.
(b)This accumulated OCI reclassification is attributable to the net actuarial loss and net prior service cost related to the Company’s defined benefit pension plans and other post-retirement benefit plans.  See Note 1 for additional information.

17.12.                  Common Stock and Treasury Stock and Earnings Per Share
 
Common Stock
 
At December 31, 2017,2018, shares of EQT’s authorized and unissued common stock were reserved as follows:
 (Thousands)
Possible future acquisitions20,457
Stock compensation plans14,26112,813
Total34,71833,270

In conjunction with the closing of the Rice Merger, the Company issued approximately 91 million shares of common stock on November 13, 2017.

On February 19, 2016, the Company entered into an Underwriting Agreement with Goldman, Sachs & Co. (Goldman) under which the Company sold to Goldman 6,500,000 shares of common stock at a price to the public of $58.50 per share (the February Offering). On February 22, 2016, Goldman exercised its option within the Underwriting Agreement to purchase an additional 975,000 shares of common stock on the same terms. The February Offering closed on February 24, 2016, and the Company received net proceeds of approximately $430.4 million, after deducting underwriting discounts and commissions and offering expenses. The Company used the net proceeds from the February Offering for general corporate purposes.

On May 2, 2016, the Company entered into an Underwriting Agreement with Credit Suisse Securities (USA) LLC and J.P. Morgan Securities LLC, as representatives of the several underwriters named in the Underwriting Agreement (the Underwriters), under which the Company sold to the Underwriters 10,500,000 shares of common stock at a price to the public of $67.00 per share (the May Offering). On May 3, 2016, the Underwriters exercised their option within the Underwriting Agreement to purchase an additional 1,575,000 shares of common stock on the same terms. The May Offering closed on May 6, 2016, and the Company received net proceeds of approximately $795.6 million after deducting underwriting discounts and commissions and offering expenses. The Company used a portion of the net proceeds from the May Offering to fund the acquisitions discussed in Note 107 and the remainder for general corporate purposes.

During 2018, the Company repurchased 10,646,382 shares at an average price of $50.62, which includes $0.02 for commission, pursuant to the Company's previously announced share repurchase programs. This exhausted the Company's share repurchase authorization under such programs.

Treasury Stock

Effective as of December 31, 2015, the Company transferred 17.0 million shares of treasury stock from issued to authorized but unissued shares. Additionally, during the year ended December 31, 2015, the Company funded 291,919 shares of treasury stock into a rabbi trust for the 2005 Directors’ Deferred Compensation Plan and the 1999 Directors' Deferred Compensation Plan. As of December 31, 2017, and 2016, there were 253,145 and 226,288 shares of treasury stock in the rabbi trust, respectively. Shares of common stock held bytrust. During 2018, the Company unfunded the rabbi trust are treated asand the treasury shares were transferred from authorized but unissued to unissued. No shares of treasury stock were held in the Company's financial statements.
Earnings Per Share
The computationrabbi trust as of basic and diluted earnings per share of common stock attributable to EQT Corporation is shown in the table below:
  Years Ended December 31,
  2017 2016 2015
  (Thousands except per share amounts)
Basic earnings per common share:  
  
  
Net income (loss) attributable to EQT Corporation $1,508,529
 $(452,983) $85,171
Average common shares outstanding 187,380
 166,978
 152,398
Basic earnings (loss) per common share $8.05
 $(2.71) $0.56
Diluted earnings per common share:  
  
  
Net income (loss) attributable to EQT Corporation $1,508,529
 $(452,983) $85,171
Average common shares outstanding 187,380
 166,978
 152,398
Potentially dilutive securities:  
  
  
Stock options and awards (a) 347
 
 541
Total 187,727
 166,978
 152,939
Diluted earnings (loss) per common share $8.04
 $(2.71) $0.56
(a)Options to purchase common stock which were excluded from potentially dilutive securities because they were anti-dilutive totaled 429,785 shares and 291,700 shares for the years ended December 31, 2017 and 2015, respectively. In periods when the Company reports a net loss, basic and diluted earnings per common share are equal because all options and restricted stock have an anti-dilutive effect on loss per share. As a result, basic shares equaled diluted shares for the year ended December 31, 2016 because the Company was in a net loss position.2018.

The impact of EQM’s, EQGP's, and RMP's dilutive units did not have a material impact on the Company’s earnings per share calculations for any of the periods presented. 


18.13.                  Share-Based Compensation Plans
 
Share-based compensation expense recorded by the Company was as follows:
 Years Ended December 31, Years Ended December 31,
 2017 2016 2015 2018 2017 2016
 (millions) (Thousands)
2013 Executive Performance Incentive Program $
 $
 $6.8
2014 Executive Performance Incentive Program 
 9.5
 12.9
 $
 $
 $9,494
2015 Executive Performance Incentive Program 5.4
 12.4
 12.1
 
 5,348
 12,456
2016 Incentive Performance Share Unit Program 13.1
 7.2
 
 6,863
 13,077
 7,166
2017 Incentive Performance Share Unit Program 5.0
 
 
 2,467
 5,038
 
2014 EQT Value Driver Award Program 
 
 1.1
2014 EQM Value Driver Award Program 
 
 0.6
2018 Incentive Performance Share Unit Program 4,742
 
 
2015 EQT Value Driver Award Program 
 3.2
 14.6
 
 
 3,174
2016 EQT Value Driver Performance Share Unit Award Program 3.4
 15.7
 
 
 3,341
 15,694
2017 EQT Value Driver Performance Share Unit Award Program 10.8
 
 
 584
 10,822
 
2018 EQT Value Driver Performance Share Unit Award Program 8,224
 
 
Restricted stock awards 87.1
 9.4
 7.0
 14,503
 87,104
 9,407
Non-qualified stock options 2.6
 3.1
 1.9
 2,757
 2,626
 3,119
Other programs, including non-employee director awards 1.0
 5.5
 (2.3) 3,014
 1,005
 5,459
Less: Discontinued operations (18,250) (15,595) (18,631)
Total share-based compensation expense $128.4
 $66.0
 $54.7
 $24,904
 $112,766
 $47,338
         
A portion ofIn connection with the expenseSeparation, the Company transferred obligations related to share-based compensation plans is includedawards outstanding to Equitrans Midstream. To preserve the aggregate fair value of awards held prior to the Separation, as measured immediately before and immediately after the Separation, each holder of share-based compensation awards generally received an unallocated expenseadjusted award consisting of both a stock-based compensation award denominated in deriving total operating incomethe Company equity and a stock-based compensation award denominated in Equitrans Midstream equity. These awards were adjusted in accordance with the basket method, resulting in participants retaining one unit of the existing Company incentive award while receiving an additional 0.80 units of an Equitrans Midstream-based award and includes awards that will be share-settled and awards expected to be satisfied in cash, which are treated as liability awards.

The Company recognizes compensation cost related to unvested awards held by it's employees, regardless of who settles the obligation. In accordance with the Employee Matters Agreement, the Company will be obligated to settle all outstanding share-based compensation awards denominated in the Company’s equity, regardless of whether the holders are employees of the Company or Equitrans Midstream at the vesting date. Likewise, Equitrans Midstream will be obligated to settle all of the outstanding share-based compensation awards denominated in its equity at the vesting date regardless of whether the holders are employees of Equitrans Midstream or the Company. Changes in performance and number of outstanding awards can impact the ultimate amount of these obligations. Share counts for segment reporting purposes. See Note 6.awards discussed herein represent outstanding shares to be remitted by the Company to its employees and employees of Equitrans Midstream pursuant to the Employee Matters Agreement.  When an award has graduated vesting, the Company records expense equal to the vesting percentage on the vesting date.


The Company typically uses treasury stock to fund awards that are paid in stock, but the awards may be funded by stock acquired by the Company in the open market or from any other person, issued directly by the Company or any combination of the foregoing. 

Cash received from exercises under all share-based payment arrangements for employees and directors for the years ended December 31, 2018, 2017 and 2016 and 2015 was $1.9 million, $0.2 million $5.0 million and $14.0$5.0 million, respectively.  During the years ended December 31, 2018, 2017 2016 and 2015,2016, share-based payment arrangements paid in stock generated tax benefits of $13.4 million, $58.9 million $22.2 million and $43.1$22.2 million, respectively.

Executive Performance Incentive Programs - Equity & Liability

The Management Development and Compensation Committee of the Company's Board of Directors (the Compensation Committee) has adopted:
the 2013 Executive Performance Incentive Plan (2013 Incentive PSU Program) under the 2009 Long-Term Incentive Plan (2009 LTIP);
the 2014 Executive Performance Incentive Plan (2014 Incentive PSU Program) under the 2009 LTIP;
the 2015 Executive Performance Incentive Plan (2015 Incentive PSU Program) under the 2014 Long-Term Incentive Plan (2014 LTIP);
the 2016 Incentive Performance Share Unit Program (2016 Incentive PSU Program) under the 2014 LTIP; and
the 2017 Incentive Performance Share Unit Program (2017 Incentive PSU Program) under the 2014 LTIP.LTIP; and
the 2018 Incentive Performance Share Unit Program (2018 Incentive PSU Program) under the 2014 LITP.

The 2013 Incentive PSU Program, the 2014 Incentive PSU Program, the 2015 Incentive PSU Program, the 2016 Incentive PSU Program, the 2017 Incentive PSU Program and the 20172018 Incentive PSU Program are collectively referred to as the Incentive PSU Programs. All of theThe 2014 Incentive PSU Programs withProgram, the exception of2015 Incentive PSU Program and the 2016 Incentive PSU Program granted equity awards. The 2017 Incentive PSU Program (whichand the 2018 Incentive PSU Program granted both equity and liability awards) granted equity awards.


The Incentive PSU Programs were established to provide long-term incentive opportunities to key employees to further align their interests with those of the Company’s shareholders and with the strategic objectives of the Company.  The performance period for each of the awards under the Incentive PSU Programs is 36 months, with vesting occurring upon payment following the expiration of the performance period. Awards

Executive Performance Incentive Program awards granted were/will bein years 2014 - 2017 were earned based upon:
the level of total shareholder return relative to a predefined peer group; and
with respect to the 2013 Incentive PSU Program, the level of cumulative operating cash flow per share, and with respect to the other Incentive PSU Programs, the cumulative total sales volume growth, in each case, over the performance period.
Beginning with the 2018 Incentive PSU Program, awards granted are earned based upon:
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.

For the years ending December 31, 2019 and 2020, the 2018 Incentive PSU Program awards will be earned based on new performance goals to be established by the Compensation Committee, subject to continued employment through the payment date.    
The payout factor varies between zero and 300% of the number of outstanding units contingent upon the performance metrics listed above. The Company recorded 2013 Incentive PSU Program, the 2014 Incentive PSU Program, the 2015 Incentive PSU Program, the 2016 Incentive PSU Program and the portion of the 2017 Incentive PSU Program and the 2018 Incentive PSU Program to be settled in stock as equity awards using a grant date fair value determined through a Monte Carlo simulation which projected the share price for the Company and its peers at the ending point of the performance period. The 2017 Incentive PSU Program and the 2018 Incentive PSU Program also included awards to be settled in cash which are recorded at fair value as of the measurement date determined through a Monte Carlo simulation which projected the share price for the Company and its peers at the ending point of the performance period. The expected share prices were generated using each company's annual volatility for the expected term and the commensurate three-year risk-free rate shown in the chart below for equity awards, and two yearone-year risk free rate shown in chart below for the 2017 Incentive PSU Program liability awards.award, and two-year risk free rate shown in chart below for the 2018 Incentive PSU Program liability award. As the Incentive PSU Programs include a performance condition that affects the number of shares that will ultimately vest, (the level of cumulative operating cash flow per share with respect to the 2013 Incentive PSU Program and the cumulative total sales volume growth performance condition with respect to the other Incentive PSU Programs), the Monte Carlo simulation computed either the grant date fair value for equity awards or the measurement date fair value for liability awards for each possible performance condition outcome on the grant date for equity awards or the measurement date for liability awards. The Company reevaluates the then-probable outcome at the end of each reporting period in order to record expense at the probable outcome grant date fair value or measurement date fair value, as applicable. The vesting of the units under each Incentive PSU Program occurs upon payment after the end of the performance period. More detailed information about each award is set forth in the table below:

Incentive PSU ProgramSettled InAccounting Treatment
Fair Value1
Risk Free RateVested/Payment DateAwards Paid
Value
(in millions)
Unvested/Expected Payment Date2
Awards Outstanding as of December 31, 20173
2013StockEquity$140.00
0.36%February 2016261,073
$36.6
N/AN/A
2014StockEquity$189.68
0.78%February 2017238,060
$45.2
N/AN/A
2015StockEquity$141.11
1.10%N/AN/A
N/A
First Quarter of 2018306,407
20164
StockEquity$96.30
1.31%N/AN/A
N/A
First Quarter of 2019447,145
20175
StockEquity$120.60
1.47%N/AN/A
N/A
First Quarter of 202079,070
20176
CashLiability$103.70
1.88%N/AN/A
N/A
First Quarter of 2020117,530
Incentive PSU ProgramSettled InAccounting Treatment
Fair Value(a)
Risk Free RateVested/Payment DateAwards Paid
Value
(Millions)
Unvested/Expected Payment Date
Awards Outstanding as of December 31, 2018(b)
2014StockEquity$189.68
0.78%February 2017238,060
$45.2
N/AN/A
2015StockEquity$141.11
1.10%February 2018274,767
$38.8
N/AN/A
2016(c)
StockEquity$109.30
1.31%N/AN/AN/AFirst Quarter of 2019384,101
2017(d)
StockEquity$120.60
1.47%N/AN/AN/AFirst Quarter of 202044,573
2017(e)
CashLiability$59.90
2.61%N/AN/AN/AFirst Quarter of 2020105,018
2018(f)
StockEquity$76.53
1.97%N/AN/AN/AFirst Quarter of 2021107,340
2018(g)
CashLiability$33.30
2.46%N/AN/AN/AFirst Quarter of 2021124,820
 
1 Grant date fair value determined using a Monte Carlo simulation for equity awards. Fair value determined using a Monte Carlo simulation as of the measurement date for liability awards. For unvested Incentive PSU Programs the grant date fair value for equity awards and the measurement date fair value for liability awards is as of December 31, 2017. The Company recorded compensation expense as of December 31, 2017 using the grant date fair value for equity awards and the measurement date fair value for liability awards, each computed for the outcome which management estimated to be most probable.
2 Vesting of the units will occur upon payment, following the expiration of the performance period subject to continued service through such date.
3 Represents the number of outstanding units as of December 31, 2017 adjusted for forfeitures.
4 As of January 1, 2017, a total of 482,030 units were outstanding under the 2016 Incentive PSU Program. Adjusting for 34,885 forfeitures, there were 447,145 outstanding units as of December 31, 2017.
5 A total of 90,580 units were granted under the 2017 Incentive PSU Program - Equity in 2017 and no additional units may be granted. Adjusting for 11,510 forfeitures, there were 79,070 outstanding units as of December 31, 2017.
6 A total of 133,000 units were granted under the 2017 Incentive PSU Program - Liability in 2017 and no additional units may be granted. Adjusting for 15,470 forfeitures, there were 117,530 outstanding units as of December 31, 2017.
(a)Information shown for the valuation of the liability plans is as of December 31, 2018.
(b)Represents the number of outstanding units as of December 31, 2018 adjusted for forfeitures. The 2016, 2017, and 2018 Incentive PSU Programs to be settled in stock include 130,393, 7,020, and 34,640 shares, respectively, for Equitrans Midstream employees that will be settled by the Company under the Employee Matters Agreement. The 2017 and 2018 Incentive PSU Programs to be settled in cash include 43,134 and 57,240 shares, respectively, for Equitrans Midstream employees that will be settled by the Company under the Employee Matters Agreement.
(c)As of January 1, 2018, a total of 447,145 units were outstanding under the 2016 Incentive PSU Program. Adjusting for 63,044 forfeitures, there were 384,101 outstanding units as of December 31, 2018.
(d)As of January 1, 2018, a total of 79,070 units were outstanding under the 2017 Incentive PSU Program - Equity. Adjusting for 34,497 forfeitures, there were 44,573 outstanding units as of December 31, 2018.
(e)As of January 1, 2018, a total of 117,530 units were outstanding under the 2017 Incentive PSU Program - Liability. Adjusting for 12,512 forfeitures, there were 105,018 total outstanding units as of December 31, 2018.
(f)A total of 172,350 units were granted under the 2018 Incentive PSU Program - Equity in 2018 and no additional units may be granted. Adjusting for 65,010 forfeitures, there were 107,340 outstanding units as of December 31, 2018.
(g)A total of 142,890 units were granted under the 2018 Incentive PSU Program - Liability in 2018 and no additional units may be granted. Adjusting for 18,070 forfeitures, there were 124,820 total outstanding units as of December 31, 2018.

The following table sets forth the total compensation costs capitalized related to each of the Incentive PSU Programs:

 For the Years Ended December 31,
 (millions) For the Years Ended December 31,
Award 2017 2016 2015 2018 2017 2016
2013 Incentive PSU Program $
 $
 $4.4
 (Millions)
2014 Incentive PSU Program 
 4.2
 4.9
 $
 $
 $4.2
2015 Incentive PSU Program 2.2
 4.9
 4.9
 
 2.2
 4.9
2016 Incentive PSU Program 4.4
 3.3
 
 2.1
 4.4
 3.3
2017 Incentive PSU Program (liability only) $1.7
 $
 $
 1.0
 1.7
 
2018 Incentive PSU Program (liability only) 0.6
 
 
As of December 31, 2017, $12.92018, $0.6 million, $6.4$2.0 million, $1.1 million and $7.9$3.0 million of unrecognized compensation cost (assuming no changes to the performance condition achievement level) related to the 20162017 Incentive PSU Program - Equity, the 2017 Incentive PSU Program - Liability, the 2018 Incentive PSU Program - Equity and 20172018 Incentive PSU Program - Liability, respectively, was expected to be recognized over the remainder of the performance periods.

The fair
Fair value is estimated using a Monte Carlo simulation valuation method with the following weighted average assumptions:
For the Years Ended December 31,For Incentive PSU Programs Issued During the Years Ended December 31,
 2017 2017 2016 2015 2014 20132018 2018 2017 2017 2016 2015 2014
 
Liability2
 Equity
 Equity
 Equity
 Equity
 Equity
Accounting Treatment
Liability(a)
 Equity 
Liability(a)
 Equity Equity Equity Equity
Risk-free rate 1.88% 1.47% 1.31% 1.10% 0.78% 0.36%2.46% 1.97% 2.61% 1.47% 1.31% 1.10% 0.78%
Dividend Yield1
 N/A
 N/A
 N/A
 N/A
 N/A
 N/A
Dividend Yield(b)
N/A N/A N/A N/A N/A N/A N/A
Volatility factor 33.01% 32.30% 28.43% 27.45% 31.38% 32.97%35.70% 32.60% 41.17% 32.30% 28.43% 27.45% 31.38%
Expected term2
 2 years
 3 years
 3 years
 3 years
 3 years
 3 years
            
Expected term2 years 3 years 1 year 3 years 3 years 3 years 3 years
1 Dividends paid from the beginning of the Performance Period will be cumulatively added as additional shares of common stock.
2 Information shown for the valuation of the liability plan is as of measurement date.
(a)Information shown for the valuation of the liability plans is as of December 31, 2018.
(b)Dividends paid from the beginning of the performance period will be cumulatively added as additional shares of common stock.

Value Driver Award Programs

The Compensation Committee has also adopted:
the 2014 Value Driver Award Program (2014 EQT VDPSU Program) under the 2009 LTIP;
the 2015 Value Driver Award Program (2015 EQT VDPSU Program) under the 2014 LTIP;
the 2016 Value Driver Performance Share Unit Award Program (2016 EQT VDPSU Program) under the 2014 LTIP; and
the 2017 Value Driver Performance Share Unit Award Program (2017 EQT VDPSU Program) under the 2014 LTIP; and
the 2018 Value Driver Performance Share Unit Award Program (2018 EQT VDPSU Program) under the 2014 LTIP.

The 2014 EQT VDPSU Program, the 2015 EQT VDPSU Program, the 2016 EQT VDPSU Program, the 2017 EQT VDPSU Program and the 20172018 EQT VDPSU Program are collectively referred to as the VDPSU Programs.

The VDPSU Programs were established to align the interests of key employees with the interests of shareholders and customers and the strategic objectives of the Company. Under each VDPSU Program, 50% of the awards confirmed vest upon payment following the first anniversary of the grant date; the remaining 50% of the awards confirmed vest upon payment following the second anniversary of the grant date subject to continued service through such date. Due to the graded vesting of each award under the VDPSU Programs, the Company recognized compensation cost over the requisite service period for each separately vesting tranche of the award as though each award was, in substance, multiple awards. The payments are contingent upon adjusted earnings before interest, income taxes, depreciation and amortization performance as compared to the Company's annual business plan and individual, business unit and Company value driver performance over the respective one-year periods. More detailed information about each award is set forth in the table below:


EQT VDPSU ProgramSettled InAccounting Treatment
Fair Value per Unit1
Vested/Payment DateNumber of awards (including accrued dividends) or cash (millions) paidUnvested/Expected Payment Date
Awards Outstanding (including accrued dividends) as of December 31, 20172
Settled InAccounting Treatment
Fair Value per Unit(a)
Vested/Payment DateNumber of awards (including accrued dividends) or cash (Millions) paidUnvested/Expected Payment Date
Awards Outstanding (including accrued dividends) as of December 31, 2018(d)
2014CashLiability$75.70
February 2015$14.2
N/AN/A
$52.13
February 2016$9.4
2015StockEquity$75.70
February 2016222,751
N/A

N/A
StockEquity$75.70
February 2016222,751
N/A

N/A
 $75.70
February 2017208,567
N/AN/A
20163
CashLiability$65.40
February 2017$21.3
N/A

N/A
$56.92
N/A

N/A
Second tranche first quarter of 2018298,480
20174
CashLiability$56.92
N/AN/A
First tranche first quarter of 2018245,913
N/A
N/AN/A
Second tranche first quarter of 2019246,297
2015StockEquity$75.70
February 2017208,567N/A
$65.40
February 2017td1.3
N/A

N/A
2016(b)

CashLiability$56.92
February 2018td6.8N/A
N/A
$56.92
February 2018td4.0N/A
2017CashLiability$18.89
N/ASecond tranche first quarter of 2019214,384
$18.89
N/AFirst tranche first quarter of 2019256,803
2018(c)
CashLiabilityN/AN/ASecond tranche first quarter of 2020257,254
(a)For equity awards, the fair value per unit is equal to the Company's closing common stock price on the business day prior to the grant date. For liability awards, the fair value per unit is equal to the Company's common stock price on the measurement date.
(b)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.
(c)The total liability recorded for the 2018 EQT VDPSU Program was $1.7 million as of December 31, 2018.

1 For equity awards, the fair value per unit is equal to the Company's closing common stock price on the business day prior to the
grant date. For liability awards, the fair value per unit is equal to the Company's common stock price on the measurement date.
2 As of January 1, 2017, 651,328 awards including accrued dividends were outstanding under the 2016 EQT VDPSU Program.
3 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.
4 The total liability recorded for the 2017 EQT VDPSU Program was $21.0 million as of December 31, 2017.
(d)The 2017 and 2018 EQT VDPSU Programs include 95,452 and 135,345 awards, respectively, for Equitrans Midstream employees that will be settled by the Company under the Employee Matters Agreement.

The following table sets forth the total compensation costs capitalized related to each of the VDPSU Programs:
 For the Years Ended December 31,
 (millions) For the Years Ended December 31,
Award 2017 2016 2015 2018 2017 2016
2014 EQT VDPSU Program $
 $
 $1.3
 (Millions)
2015 EQT VDPSU Program 
 4.1
 10.9
 $
 $
 $4.1
2016 EQT VDPSU Program 7.0
 16.3
 
 
 7.0
 16.3
2017 EQT VDPSU Program $10.3
 $
 $
 0.1
 10.3
 
2018 EQT VDPSU Program 3.3
 
 

Restricted Stock Awards - Equity
 
The Company granted 145,540, 85,350 and 158,360 restricted stock equity awards during the years ended December 31, 2018, 2017 and 2016, respectively, to key employees of the Company.  The restricted stock granted will be fully vested at the end of the three-year period commencing with the date of grant, assuming continued service through such date.  The weighted average fair value of these restricted stock grants, based on the grant date fair value of the Company’s common stock, was approximately $63$54.33, $63.00 and $75$75.00 for the years ended December 31, 2018, 2017 and 2016, respectively. 

The Company granted 7,900 restricted stock equity awards during the year ended December 31, 2016 to its newthen Chief Financial Officer. The restricted shares granted were fully vested at the end of the one-year period commencing on the date of grant. The fair value of this restricted stock grant, based on the Company's closing common stock price on the grant date, was $63.33 per share.

In conjunction with the closing of the Rice Merger, the Company converted Rice restricted stock equity awards and performance share equity awards to 2,290,234 Company restricted stock equity awards on November 13, 2017.  Employees who were terminated on the closing date were immediately vested in their Company awards and received Merger Consideration cash of $5.30 per Rice share. Company awards of those employees who continued employment with the Company under a transition agreement will vest upon the earlier of (i) the end of the vesting period set forth in the original award agreement or (ii) the end of such employee's employment period set forth in his/her transition agreement, in both cases subject to continued service through such date. Company awards of those employees who continued employment with the Company on an at will basis will vest in accordance with the vesting period set forth in the original award agreement, assuming continued service through such date. The fair value of these restricted stock grants, based on the grant date fair value of the Company’s common stock, was approximately $65.18 for the year December 31, 2017.$65.18. 

The total fair value of restricted stock awards vested during the years ended December 31, 2018, 2017 and 2016 and 2015 was $39.8 million, $123.0 million $5.1 million and $3.8$5.1 million, respectively. The $123.0 million in 2017 includes $13.0 million for the cash payment for the Merger Consideration of $5.30 per Rice share.
 
As of December 31, 2017, $11.72018, $2.5 million of unrecognized compensation cost related to nonvested restricted stock equity awards was expected to be recognized over a remaining weighted average vesting term of approximately 1.0 year.1.3 years.
    
A summary of restricted stock equity award activity as of December 31, 2017,2018, and changes during the year then ended, is presented below:
Restricted Stock 
Non-
Vested
Shares
 
Weighted
Average
Fair Value
 
Aggregate
Fair Value
 
Non-
Vested
Shares(a)
 
Weighted
Average
Fair Value
 
Aggregate
Fair Value
Outstanding at January 1, 2017 224,340
 $81.61
 $18,309,538
Outstanding at January 1, 2018 729,500
 $66.86
 $48,776,872
Granted 2,375,584
 65.12
 154,690,670
 145,540
 54.33
 7,906,734
Vested (1,854,549) 66.31
 (122,983,162) (596,888) 66.75
 (39,843,286)
Forfeited (15,875) 78.12
 (1,240,174) (85,370) 62.26
 (5,314,727)
Outstanding at December 31, 2017 729,500
 $66.86
 $48,776,872
Outstanding at December 31, 2018 192,782
 $59.79
 $11,525,593
(a) Non-vested shares outstanding at December 31, 2018 included 107,422 shares for Equitrans Midstream employees that will be settled by the Company under the Employee Matters Agreement.


Restricted Stock Unit Awards - Liability

TheDuring the years ended December 31, 2018, 2017, and 2016, respectively, the Company granted 373,750, 292,400, and 148,860 restricted stock unit liability awards that will be paid in cash during the years ended December 31, 2017 and 2016 to key employees of the Company. Adjusting for forfeitures, there were 386,360639,780 awards outstanding as of December 31, 2017.2018. Because these awards are liability awards, the Company records compensation expense based upon of the fair value of the awards as remeasured at the end of each reporting period. The restricted units granted will be fully vested at the end of the three-year period commencing with the date of grant, assuming continued service through such date. The total liability recorded for these restricted units was $6.9 million, $8.8 million, and $2.7 million as of December 31, 2018, 2017, and December 31, 2016.2016, respectively.

Non-Qualified Stock Options
 
The fair value of the Company’s option grants was estimated at the dates of grant using a Black-Scholes option-pricing model with the assumptions indicated in the table below for the years ended December 31, 2018, 2017 2016 and 2015.2016.  The risk-free

rate for periods within the contractual life of the option is based on the U.S. Treasury yield curve in effect at the date of grant.  The dividend yield is based on the dividend yield of the Company’s common stock at the time of grant.  Expected volatilities are based on historical volatility of the Company’s common stock.  The expected term represents the period of time that options granted are expected to be outstanding based on historical option exercise experience.
 For the Years Ended December 31, For the Years Ended December 31,
 
2017 1
 
2016 1
 2015 2018 
2017(a)
 
2016(a)
Risk-free interest rate 1.95% 1.67% 1.61% 2.25% 1.95% 1.67%
Dividend yield 0.18% 0.16% 0.12% 0.20% 0.18% 0.16%
Volatility factor 27.45% 28.59% 26.80% 26.46% 27.45% 28.59%
Expected term 5 years
 5 years
 5 years
 5 years
 5 years
 5 years
Number of Options Granted 287,800
 153,700
 228,500
Weighted Average Grant Date Fair Value $15.39
 $17.47
 $15.10
Total Intrinsic Value of Options Exercised (millions) $
 $1.7
 $3.5

  For the Years Ended December 31,
  
2017 1
 
2016 1
 2015
Number of Options Granted 153,700
 228,500
 158,200
Weighted Average Grant Date Fair Value $17.47
 $15.10
 $19.90
Total Intrinsic Value of Options Exercised (millions) $1.7
 $3.5
 $15.1

1 There were two grant dates for the 2017 and 2016 options. Amounts represent weighted average.
(a)There were two grant dates for the 2017 and 2016 options. Amounts represent weighted average.
 
As of December 31, 2017, $2.52018, $0.4 million of unrecognized compensation cost related to outstanding nonvested stock options was expected to be recognized by December 31, 2019.

A summary of option activity as of December 31, 2017,2018, and changes during the year then ended, is presented below:
Non-qualified Stock Options Shares 
Weighted
Average
Exercise
Price
 
Weighted
Average
Remaining
Contractual
Term
 
Aggregate
Intrinsic
Value
Outstanding at January 1, 2017 1,174,200
 $60.99
    
Granted 153,700
 63.97
    
Exercised (158,700) 44.84
    
Forfeited (40,000) 67.91
    
Expired 
 
    
Outstanding at December 31, 2017 1,129,200
 $63.42
 6.25 years $1,428,439
Exercisable at December 31, 2017 691,100
 $63.92
 5.08 years $668,266

EQM Awards
At the closing of EQM’s IPO in July 2012, the Compensation Committee and the Board of Directors of EQM's general partner granted certain key Company employees performance awards under the EQM Total Return Program representing 146,490 common units of EQM.  The performance condition related to the performance awards was satisfied on December 31, 2015 as the total unitholder return realized on EQM’s common units from the date of grant was at least 10%.

The Company accounted for the EQM Total Return Program awards as equity awards using a $20.02 grant date fair value per unit as determined using a fair value model.  The model projected the unit price for EQM common units at the ending point of the performance period.  The price was generated using annual historical volatilities of peer group companies for the expected term of the awards, which was based upon the performance period.  The range of expected volatilities calculated by the valuation model was 27% - 72%, and the weighted-average expected volatility was approximately 38%.  Additional assumptions included the risk-free rate for the period within the contractual life of the awards based on the U.S. Treasury yield curve in effect at the time of grant and the expected EQM distribution growth rate of 10%.  The confirmed awards vested and 153,367 awards including accrued distributions were distributed in EQM common units in February 2016.

Effective in 2014, the Compensation Committee and the Board of Directors of EQM’s general partner adopted the 2014 EQM Value Driver Award Program (2014 EQM VDPSU Program) under the 2009 LTIP and EQM’s 2012 Long-Term Incentive Plan. The 2014 EQM VDPSU Program was established to align the interests of key employees with the interests of EQM unitholders and customers and the strategic objectives of EQM. Under the 2014 EQM VDPSU Program, 50% of the units confirmed vested upon payment following the first anniversary of the grant date; the remaining 50% of the units confirmed vested upon payment following the second anniversary of the grant date. The performance metrics were EQM’s 2014 adjusted earnings before interest, income taxes, depreciation and amortization performance as compared to EQM’s annual business plan and individual, business unit and value driver performance over the period of January 1, 2014 through December 31, 2014. The awards vested and 31,629 awards including accrued distributions were distributed in EQM common units in February 2015 and 28,998 awards including accrued distributions were distributed in EQM common units in February 2016. EQM accounted for these awards as equity awards using the $58.79 grant date fair value per unit which was equal to EQM’s closing common unit price on the business day prior to the date of grant. Due to the graded vesting of the awards, EQM recognized compensation cost over the requisite service period for each separately vesting tranche of the award as though the award was, in substance, multiple awards. The total compensation cost capitalized related to the 2014 EQM VDPSU Program was less than $0.1 million in 2015.
Non-qualified Stock Options Shares 
Weighted
Average
Exercise
Price
 
Weighted
Average
Remaining
Contractual
Term
 
Aggregate
Intrinsic
Value
Outstanding at January 1, 2018 1,129,200
 $63.42
    
Granted 287,800
 56.92
    
Exercised 
 
    
Forfeited (215,100) 58.14
    
Converted awards granted as a result of Separation 573,529
 31.23
    
Expired 
 
    
Outstanding at December 31, 2018 1,775,429
 $32.43
 5.57 years $
Exercisable at December 31, 2018 1,533,452
 $32.88
 5.22 years $

Non-employee Directors’ Share-Based Awards

The Company has historically granted to EQT non-employee directors share-based awards which vest upon grant of the awards.  The share-based awards will be paid in cash or Company common stock following the directors’ termination of service on the Company’s Board of Directors.  Awards that will be paid in cash are accounted for as liability awards and as such compensation expense is recorded based upon the fair value of the awards as remeasured at the end of each reporting period.  Awards that will be settled in Company common stock are accounted for as equity awards and as such the Company recorded compensation expense for the fair value of the awards at the grant date fair value. A total of 217,414267,906 non-employee director share-based awards including

accrued dividends were outstanding as of December 31, 2017.2018.  A total of 50,979, 26,090 37,620 and 24,11037,620 share-based awards were granted to non-employee directors during the years ended December 31, 2018, 2017 2016 and 2015,2016, respectively.  The weighted average fair value of these grants, based on the Company’s closing common stock price on the business day prior to the grant date, was $52.65, $65.35 $52.13 and $75.52$52.13 for the years ended December 31, 2018, 2017 2016 and 2015,2016, respectively.

The general partner of EQM has granted EQM common unit-based phantom awards to its independent directors, which vested upon grant.  The value of the phantom awards will be paid in EQM common units upon the director’s termination of service on the general partner’s Board of Directors.  The Company accounts for these awards as equity awards and as such recorded compensation expense for the fair value of the awards at the grant date fair value.  A total of 21,740 independent director unit-based awards including accrued distributions were outstanding as of December 31, 2017.  A total of 2,940, 2,610 and 2,220 unit-based awards were granted to independent directors during the years ended December 31, 2017, 2016 and 2015, respectively.  The weighted average fair value of these grants, based on EQM’s closing common unit price on the business day prior to the grant date, was $76.68, $75.46 and $88.00 for the years ended December 31, 2017, 2016 and 2015, respectively.

The general partner of EQGP has granted EQGP common unit-based phantom awards to its independent directors, which vested upon grant.  The value of the phantom awards will be paid in EQGP common units upon the director’s termination of service on the general partner’s Board of Directors.  The Company accounts for these awards as equity awards and as such recorded compensation expense for the fair value of the awards at the grant date fair value.  A total of 21,014 independent director unit-based awards including accrued distributions were outstanding as of December 31, 2017.  A total of 8,940, 8,270 and 2,910 unit-based awards were granted to independent directors during the years ended December 31, 2017, 2016 and 2015, respectively. The weighted average fair value of these grants, based on EQGP’s closing common unit price on the business day prior to the grant date, was $25.21, $21.57, and $28.77 for the years ended December 31, 2017, 2016, and 2015 respectively.
The general partner of RMP has granted RMP common unit-based awards to certain of its independent directors, which vest one year from the date of grant, contingent upon continued service through such date. The Company records these awards as equity awards. A total of 20,688 independent director unit-based awards including accrued distributions were outstanding as of December 31, 2017. A total of 20,688 unit based awards were granted to independent directors during the year ended December 31, 2017. The fair value of these grants, based on RMP’s closing common unit price on the business day prior to the grant date, was $24.41 for the year ended December 31, 2017. There have been no unit-based awards granted to independent directors since the Rice Merger.

20182019 Value Driver Performance Share Unit Award Program and 20182019 Incentive Performance Share Unit Program
 
Effective in 2018,2019, the Compensation Committee adopted the 20182019 EQT Value Driver Performance Share Unit Award Program (2018(2019 EQT VDPSU Program) and the 20182019 Incentive Performance Share Unit Program (2018(2019 Incentive PSU Program)

under the 2014 LTIP. The 20182019 EQT VDPSU Program and 20182019 Incentive PSU Program were established to align the interests of key employees with the interests of shareholders and customers and the strategic objectives of the Company.
 
A total of 363,460614,680 units were granted under the 20182019 EQT VDPSU Program.  Fifty percent of the units confirmed under the 20182019 EQT VDPSU Program will vest upon payment following the first anniversary of the grant date; the remaining 50% of the confirmed units under the 20182019 EQT VDPSU Program will vest upon payment following the second anniversary of the grant date.  The payout will vary between zero and 300% of the number of outstanding units contingent upon adjusted 20182019 earnings before interest, income taxes, depreciation and amortization performance as compared to the Company’s annual business plan and individual, business unit and Company value driver performance over the period January 1, 20182019 through December 31, 2018.2019.  If earned, the 20182019 EQT VDPSU Program units are expected to be paid in cash.

A total of 314,210642,920 units were granted under the 20182019 Incentive PSU Program.  The vesting of the units under the 20182019 Incentive PSU Program will occur upon payment after December 31, 20202021 (the end of the three-year performance period).  The payout will vary between zero and 300% of the number of outstanding units contingent upon a combination of 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 over the period January 1, 20182019 through December 31, 2020.  For certain key employees, the award will be reduced if the first year synergies in connection with the Rice Merger are not achieved.2021.  If earned, 172,350402,220 of the 20182019 Incentive PSU Program units are expected to be distributed in Company common stock and 141,860240,700 of the 20182019 Incentive PSU Program units are expected to be paid in cash. 

20182019 Stock Options
 
Effective January 1, 2018,2019, the Compensation Committee granted 287,800669,200 non-qualified stock options to key employees of the Company.  The 20182019 options are ten-year options, with an exercise price of $56.92,$18.89, and are subject to three-year cliff vesting.

20182019 Restricted Stock and Restricted Stock Unit Awards

Effective January 1, 2018,2019, the Compensation Committee granted 86,200201,130 restricted stock equity and 264,930427,900 restricted stock unit liability awards. The restricted stock equity awards and restricted stock unit liability awards will be fully vested at the end of the three-year period commencing with the date of grant, assuming continued employment.

19.14.                  Concentrations of Credit Risk
 
Revenues and related accounts receivable from the EQT Production segment’sCompany’s operations are generated primarily from the sale of produced natural gas, NGLs and crude oil to marketers, utility and industrial customers located mainly in the Appalachian Basin and in markets available through the Company's current transportation portfolio, which includes markets in the Gulf Coast, Midwest and Northeast United States.States as well as Canada. The Company also contracts with certain processors to market a portion of NGLs on behalf of the Company. Additionally, a significant amount of revenues and related accounts receivable from EQM Gathering, EQM Transmission and RMP Gathering are generated from the transportation of natural gas in Pennsylvania and West Virginia.  No single customer accounted for more than 10% of the Company's revenues for 2018, 2017 and 2016. One customer within the EQT Production segment accounted for approximately 10% of the Company's total operating revenues in 2015.
 
Approximately 59%64% and 68%59% of the Company’s accounts receivable balance as of December 31, 20172018 and 2016,2017, respectively, represented amounts due from marketers.  The Company manages the credit risk of sales to marketers by limiting its dealings to those marketers that meet the Company’s criteria for credit and liquidity strength and by regularly monitoring these accounts.  The Company may require letters of credit, guarantees, performance bonds or other credit enhancements from a marketer in order for that marketer to meet the Company’s credit criteria.  As a result, the Company did not experience any significant defaults on sales of natural gas to marketers during the years ended December 31, 2018, 2017 2016 or 2015.2016.
 
The Company is exposed to credit loss in the event of nonperformance by counterparties to derivative contracts.  This credit exposure is limited to derivative contracts with a positive fair value, which may change as market prices change. The Company’s OTC derivative instruments are primarily with financial institutions and, thus, are subject to events that would impact those companies individually as well as thatthe financial industry as a whole.


The Company utilizes various processes and analyses to monitor and evaluate its credit risk exposures.  These include monitoring current market conditions, counterparty credit fundamentals and credit default swap rates.  Credit exposure is controlled through credit approvals and limits based on counterparty credit fundamentals.  To manage the level of credit risk, the Company enters into transactions primarily with financial counterparties that are of investment grade, enters into netting agreements whenever possible and may obtain collateral or other security.

 
As of December 31, 2017,2018, the Company was not in default under any derivative contracts and had no knowledge of default by any counterparty to its derivative contracts. During the year ended December 31, 2017,2018, the Company made no adjustments to the fair value of derivative contracts due to credit related concerns outside of the normal non-performance risk adjustment included in the Company’s established fair value procedure. The Company monitors market conditions that may impact the fair value of derivative contracts reported in the Consolidated Balance Sheets.

20.15.                  Commitments and Contingencies
 
The Company has commitments for demand charges under existing long-term contracts and binding precedent agreements with various unconsolidated pipelines as well as commitments with third parties for processing capacity.  Future payments for these items as of December 31, 20172018 totaled $16.4$23.5 billion (2018(2019 - $652.7 million, 2019 - $1,022.2 million,$1.3 billion, 2020 - $1,007.5 million,$1.7 billion, 2021 - $1,004.2 million,$1.8 billion, 2022 - $1,000.5 million$1.8 billion, 2023 - $1.7 billion and thereafter - $11.7$15.2 billion). The Company also has entered into agreementscommitments to release some ofpurchase equipment and frac sand to be used as a proppant in its capacity to various third parties. The Company's commitments for demand charges under existing long-term contracts and binding precedent agreements with EQM totaled $5.6 billion ashydraulic fracturing operations. As of December 31, 2017.2018, future commitments under these contracts due in 2019 totaled $74.0 million.
        
The Company has agreements with drilling contractors to provide drilling equipment and services to the Company.  These obligations totaled approximately $92.3 million as of December 31, 2017.  Operating lease rentals for drilling contractors, office locations and warehouse buildings, as well as a limited amount of equipment, amounted to approximately $117.4 million in 2018, $60.8 million in 2017 and $44.1 million in 2016 and $85.2 million in 2015.  Future2016.  As of December 31, 2018, future lease payments under non-cancelable operating leases asinclusive of December 31, 2017drilling equipment and services obligations totaled $231.5$109.9 million (2018(2019 - $70.9 million, 2019 - $51.3$70.3 million, 2020 - $13.4$8.4 million, 2021 – $13.6- $8.4 million, 2022 – $8.4 million, 2023 - $13.6$8.4 million and thereafter - $68.7 million).

RMP is party to a water system expansion and supply agreement with an affiliate of the Company and Southwestern Pennsylvania Water Authority (SPWA) pursuant to which the Company and RMP have agreed to jointly fund and assist SPWA in the construction and expansion of its water supply system serving parts of Greene, Fayette and Washington Counties in Pennsylvania. To date, RMP has executed authorizations for expenditures totaling approximately $29.5 million, and have funded approximately $9.7 million during the year ended 2017. In exchange for the Company and RMP’s agreement to fund this construction and expansion, SPWA granted to the Company and RMP preferred rights to water volumes supplied through the system for use in the Company and RMP’s oil and gas operations. Additionally, the Company and RMP are entitled to receive a surcharge assessed by SPWA against all oil and gas customers to whom water is supplied through the system in an amount equal to $3.50 per 1,000 gallons of water sold. All facilities and improvements constructed pursuant to the agreement are the property of SPWA.

Commencing in January 2017, the Company has commitments for frac sand to be used as a proppant in its hydraulic fracturing operations. Future commitments under these contracts as of December 31, 2017 totaled $30.6 million (2018 - $15.2 million and 2019 - $15.4$6.0 million).

If any credit rating agency downgrades the Company's or EQM's ratings, particularly below investment grade, the Company or EQM may be required to provide additional credit assurances in support of commercial agreements, such as pipeline capacity contracts, joint venture arrangements and subsidiary construction contracts, the amount of which may be substantial. 

Prior to the Rice Merger, RiceOn January 16, 2013, several royalty owners who had entered into leases with EQT Production Company, a Development Agreementsubsidiary of the Company, filed a gas royalty class action lawsuit in the Circuit Court of Doddridge County, West Virginia. The suit alleged that EQT Production Company and Areaa number of Mutual Interest Agreement (collectively,related companies failed to pay royalties on the Utica Development Agreements)fair value of the gas produced from the leases and took improper post-production deductions from the royalties paid. The plaintiffs sought more than $100 million (according to expert reports) in compensatory damages, punitive damages, and other relief. On May 31, 2013, the defendants removed the lawsuit to federal court. On September 6, 2017, the district court granted the plaintiffs’ motion to certify the class and granted the plaintiffs’ motion for summary judgment, finding that EQT Production Company and its marketing affiliate EQT Energy, LLC are alter egos of one another. The defendants sought immediate appeal of the class certification. On November 30, 2017, the Court of Appeals declined the request for an immediate review. On February 13, 2019, the Company announced that it and the other defendants reached a tentative settlement agreement with the minority interest owner in Strike Force Midstream, covering approximately 50,000 aggregate net acres in the Utica Shale in Belmont County, Ohio.class representatives. Pursuant to the Utica Development Agreements,terms of the proposed settlement agreement, the Company had approximately 68.7% participating interest in acreage currently owned oragreed to pay $53.5 million into a settlement fund that will be acquiredestablished to disburse payments to class participants, and stop taking future post production deductions on leases that are determined by the Company or the minority interest owner in Strike Force Midstream located within Goshen and Smith Townships (the Northern Contract Area) and an approximately 48.2% participating interest in acreage currently owned orCourt to be acquired by the Company or the minority interest owner in Strike Force Midstream located within Wayne and Washington Townships (the Southern Contract Area), all within Belmont County, Ohio.not permit deductions. The majority of the remaining participating interests are held by the minority interest owner in Strike Force Midstream. The participating interests of the Company and the minority interest owner in Strike Force Midstream in eachclass representatives also agreed that future royalty payments will be based on a clearly defined index pricing methodology. The tentative settlement agreement is subject to Court approval and achieving a threshold minimum percentage of participation by the class members. Each class member will have the opportunity to opt out of the Northern and Southern Contract Areas approximatedsettlement. If approved, the Company’s then-current relative acreage positionssettlement will resolve the royalty claims for the class period, which spans from 2009 through 2017. The Company recorded a litigation reserve liability of $53.5 million in each area.

Pursuant to the Development Agreement, the Company is named the operator of drilling units locatedother current liabilities in the Northern Contract Area and the minority interest owner in Strike Force Midstream is named the operatorConsolidated Balance Sheets as of drilling units located in the Southern Contract Area.  Upon development of a well on the subject acreage, the Company and the minority interest owner in Strike Force Midstream will convey to one another, pursuant to a cross conveyance, a working interest percentage equal to the amount of the underlying working interest multiplied by the applicable participating interest.


The Utica Development Agreements have terms of 10 years and are terminable upon 90 days’ notice by either party; provided that, with respect to interests included within a drilling unit, such interests shall remain subject to the applicable joint operating agreement and the Company and the minority interest owner in Strike Force Midstream shall remain operators of drilling units located in the Northern and Southern Contract Areas, respectively, following such termination.December 31, 2018.

The Company is subject to various federal, state and local environmental and environmentally-related laws and regulations. These laws and regulations, which are constantly changing, can require expenditures for remediation and may in certain instances result in the assessment of fines. The Company has established procedures for ongoing evaluation of its operations to identify potential environmental exposures and to assure compliance with regulatory policies and procedures. The estimated costs associated with identified situations that require remedial action are accrued. However, certain costs are deferred as regulatory assets when recoverable through regulated rates. Ongoing expenditures for compliance with environmental laws and regulations, including investments in plant and facilities to meet environmental requirements, have not been material. Management believes that any such required expenditures will not be significantly different in either their nature or amount in the future and does not know of any environmental liabilities that will have a material effect on the Company’s financial position,

results of operations or liquidity. The Company has identified situations that require remedial action for which approximately $11.2$11.8 million is included in other liabilities and credits in the Consolidated Balance Sheets as of December 31, 2017.2018.

In the ordinary course of business, various legal and regulatory claims and proceedings are pending or threatened against the Company. While the amounts claimed may be substantial, the Company is unable to predict with certainty the ultimate outcome of such claims and proceedings. The Company accrues legal or other direct costs related to loss contingencies when actually incurred. The Company has established reserves it believes to be appropriate for pending matters and, after consultation with counsel and giving appropriate consideration to available insurance, the Company believes that the ultimate outcome of any matter currently pending against the Company will not materially affect the financial position, results of operations or liquidity of the Company.

21.16.                  Guarantees
 
In connection with the sale of its NORESCO domestic operations in December 2005, the Company agreed to maintain in place guarantees of certain warranty obligations of NORESCO.  The savings guarantees provided that once the energy-efficiency construction was completed by NORESCO, the customer would experience a certain dollar amount of energy savings over a period of years.  The undiscounted maximum aggregate payments that may be due related to these guarantees were approximately $95$76 million as of December 31, 2017,2018, extending at a decreasing amount for approximately 1110 years.

See Note 12 for discussionIn connection with EQM's IPO in 2012, EQT guaranteed all payment obligations, up to a maximum of the MVP Joint Venture guarantee.$50 million, due and payable to Equitrans, L.P. (Equitrans), a wholly owned subsidiary of EQM, by EQT Energy, LLC (EQT Energy), one of Equitrans's largest customers and a wholly owned subsidiary of EQT (the EQM IPO Guaranty). The EQM IPO Guaranty will terminate on November 30, 2023 unless terminated earlier by EQT upon 10 days written notice.

These guarantees are exempt from ASC Topic 460, Guarantees.  The Company has determined that the likelihood it will be required to perform on these arrangements is remote and any potential payments are expected to be immaterial to the Company’s financial position, results of operations and liquidity.  As such, the Company has not recorded any liabilities in its Consolidated Balance Sheets related to these guarantees.

22.
17.      Interim Financial Information (Unaudited)
 
The following quarterly summary of operating results reflects variations due primarily to the impact of Tax Reform Legislation in the three months ended December 31, 2017,various factors including: the volatility of natural gas commodity prices, including recognitionimpairments, the Separation and Distribution, the impact of impairment expense on long-lived assets,the Tax Cuts and Jobs Act and the seasonal nature of the Company’s transmission, storage and marketing businesses. The summary also reflects the operationsinclusion of Rice for the period ofoperations beginning November 13, 2017 through December 31, 2017 due2017. All prior periods presented have been recast to reflect the closingpresentation of the Rice Merger on November 13, 2017.discontinued operations as described in Note 2.
 Three Months Ended Three Months Ended
 March 31 June 30 September 30 December 31 March 31 June 30 September 30 December 31
 (Thousands, except per share amounts) (Thousands, except per share amounts)
2017 (a)  
  
  
  
2018  
  
  
  
Total operating revenues $897,523
 $690,893
 $660,313
 $1,129,286
 $1,312,036
 $950,648
 $1,050,046
 $1,245,138
Operating income 390,644
 189,794
 137,694
 214,849
Net income 250,705
 122,645
 105,457
 1,379,335
Net income attributable to EQT Corporation 163,992
 41,126
 23,340
 1,280,071
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:  
  
  
  
  
  
  
  
(Loss) from continuing operations $(5.96) $(0.29) $(0.49) $(2.35)
Income from discontinued operations (0.03) 0.36
 0.34
 (0.15)
Net (loss) income $(5.99) $0.07
 $(0.15) $(2.50)
Diluted:        
(Loss) from continuing operations $(5.96) $(0.29) $(0.49) $(2.35)
Income from discontinued operations (0.03) 0.36
 0.34
 (0.15)
Net (loss) income $(5.99) $0.07
 $(0.15) $(2.50)
2017  
  
  
  
Total operating revenues $828,662
 $631,101
 $597,718
 $1,033,539
Operating income (loss) 243,572
 47,763
 (6,380) 97,257
Amounts attributable to EQT Corporation:        
(Loss) income from continuing operations 113,190
 3,387
 (6,238) 1,276,690
Income from discontinued operations, net of tax 50,802
 37,739
 29,578
 3,381
Net income attributable to EQT Corporation $163,992
 $41,126
 $23,340
 $1,280,071
        
Earnings per share of common stock attributable to EQT Corporation:  
  
  
  
Basic:  
  
  
  
(Loss) income from continuing operations $0.66
 $0.02
 $(0.04) $5.83
Income from discontinued operations 0.29
 0.22
 0.17
 0.02
Net income $0.95
 $0.24
 $0.13
 $5.85
 $0.95
 $0.24
 $0.13
 $5.85
Diluted:        
  
  
  
  
(Loss) income from continuing operations $0.66
 $0.02
 $(0.04) $5.81
Income from discontinued operations 0.29
 0.22
 0.17
 0.02
Net income $0.95
 $0.24
 $0.13
 $5.83
 $0.95
 $0.24
 $0.13
 $5.83
2016 (a)  
  
  
  
Total operating revenues $545,069
 $127,531
 $556,726
 $379,022
Operating income 127,201
 (324,492) 108,457
 (189,466)
Net income (loss) 88,425
 (180,807) 70,104
 (108,785)
Net income (loss) attributable to EQT Corporation 5,636
 (258,645) (8,016) (191,958)
Earnings per share of common stock attributable to EQT Corporation:  
  
  
  
Basic:  
  
  
  
Net income (loss) $0.04
 $(1.55) $(0.05) $(1.11)
Diluted:  
  
  
  
Net income (loss) $0.04
 $(1.55) $(0.05) $(1.11)



23.18.          Natural Gas Producing Activities (Unaudited)
 
The supplementary information summarized below presents the results of natural gas and oil activities for the EQT Production segment in accordance with the successful efforts method of accounting for production activities.

Production Costs
 
The following tables present the total aggregate capitalized costs and the costs incurred relating to natural gas, NGLs and oil production activities (a):
 For the Years Ended December 31, For the Years Ended December 31,
 2017 2016 2015 2018 2017 2016
 (Thousands) (Thousands)
At December 31:  
  
  
  
  
  
Capitalized Costs:            
Proved properties $18,920,855
 $12,179,833
 $10,918,499
 $17,648,731
 $18,920,855
 $12,179,833
Unproved properties 5,016,299
 1,698,826
 898,270
 4,166,048
 5,016,299
 1,698,826
Total capitalized costs 23,937,154
 13,878,659
 11,816,769
 21,814,779
 23,937,154
 13,878,659
Accumulated depreciation and depletion 5,121,646
 4,217,154
 3,425,618
 4,666,212
 5,121,646
 4,217,154
Net capitalized costs $18,815,508
 $9,661,505
 $8,391,151
 $17,148,567
 $18,815,508
 $9,661,505
 For the Years Ended December 31, For the Years Ended December 31,
 2017 2016 2015 2018 2017 2016
 (Thousands) (Thousands)
Costs incurred: (a)            
Property acquisition:  
  
  
  
  
  
Proved properties (b) $5,251,711
 $403,314
 $23,890
 $77,099
 $5,251,711
 $403,314
Unproved properties (c) 3,310,995
 880,545
 158,405
 198,854
 3,310,995
 880,545
Exploration (d) 15,505
 6,047
 53,463
 1,708
 15,505
 6,047
Development 1,365,615
 777,787
 1,633,498
 2,443,980
 1,357,165
 777,787
Geological and geophysical 
 
 
 
 
 

(a)Amounts exclude capital expenditures for facilities and information technology.
(a)Amounts exclude capital expenditures for facilities and information technology.

(b)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 transactions discussed in Notes 2 and 10. The purchase of Marcellus leases includes measurement period adjustments to the 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 transactions discussed in Notes 2 and 10. Amounts in 2016 include $256.2 million and $112.2 million for the purchase of Marcellus wells and leases, respectively, acquired in the 2016 transactions discussed in Note 10.
(b)Amounts in 2018 include $5.2 million and $9.2 million for the purchase of Marcellus and Utica wells respectively, which includes the impact of measurement period adjustments for the 2017 acquisitions discussed in Note 3 and 7. 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 transactions discussed in Notes 3 and 7. The purchase of Marcellus leases includes measurement period adjustments to the 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 transactions discussed in Notes 3 and 7. Amounts in 2016 include $256.2 million and $112.2 million for the purchase of Marcellus wells and leases, respectively, acquired in the 2016 transactions discussed in Note 7.

(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 transactions discussed in Notes 2 and 10. Amounts in 2016 include $770.4 million for the purchase of Marcellus leases acquired in the 2016 transactions discussed in Note 10.
(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 transactions discussed in Notes 3 and 7. Amounts in 2016 include $770.4 million for the purchase of Marcellus leases acquired in the 2016 transactions discussed in Note 7.

(d)Amounts include capitalizable exploratory costs and exploration expense, excluding impairments.
(d)Amounts include capitalizable exploratory costs and exploration expense, excluding impairments.

Capitalized costs of unproved oil and gas properties are evaluated at least annually for recoverability on a prospective basis.  Indicators of potential impairment include changes in development plans resulting frombrought about by economic factors, potential shifts in business strategy employed by management and historical experience.  The likelihood of an impairment of unproved oil and gas properties increases as the expiration of a lease term approaches if drilling activity has not commenced. If it is determined that the properties willCompany does not yield proved reservesintend to drill on the property prior to the expiration or abandonment ofdoes not have the intent and ability to extend, renew, trade, or sell the lease prior to expiration, an impairment expense is recorded. Expense for lease expirations that were not previously impaired are recorded as the related costs are expensed in the period in which that determination is made. For the year ended December 31, 2017, EQT Production recorded no unproved property impairment.leases expire. For the years ended December 31, 20162018, 2017 and 2015,2016, the Company recorded unproved property impairments of $6.9$279.7 million, $7.6 million and $19.7$15.7 million, respectively which are included in the impairment of long-lived assets in the Statements of Consolidated Operations. In addition, non-cash charges for leases which expired prior to drilling of $7.6 million, $8.7 millionlease impairments and $37.4 million are included in exploration

expense for the years ended December 31, 2017, 2016 and 2015, respectively. Unprovedexpirations. The Company’s unproved properties had a net book value of $5,016.3$4,166.0 million and $1,698.8$5,016.3 million at December 31, 20172018 and 2016,2017, respectively.

Results of Operations for Producing Activities
 
The following table presents the results of operations related to natural gas, NGLs and oil production:
  For the Years Ended December 31,
  2017 2016 2015
  (Thousands)
Revenues:  
  
  
Nonaffiliated $2,651,318
 $1,594,997
 $1,690,360
Production costs 1,338,069
 1,055,017
 877,194
Exploration costs 25,117
 13,410
 61,970
Depreciation, depletion and accretion 982,103
 859,018
 765,298
Impairment of long-lived assets 
 6,939
 122,469
Amortization of intangible assets 5,540
 
 
Income tax expense (benefit) 117,984
 (136,323) (54,857)
Results of operations from producing activities (excluding corporate overhead) $182,505
 $(203,064) $(81,714)
  For the Years Ended December 31,
  2018 2017 2016
  (Thousands)
Revenues $4,695,519
 $2,651,318
 $1,594,997
Transportation and processing 1,697,001
 1,164,783
 880,191
Production 195,775
 181,349
 174,170
Exploration 6,765
 17,565
 4,663
Depreciation and depletion 1,569,038
 970,985
 856,451
Impairment of long-lived assets 2,709,976
 
 
Lease impairments and expirations 279,708
 7,552
 15,686
Income tax (benefit) expense (454,009) 121,359
 (135,029)
Results of operations from producing activities (excluding corporate overhead) $(1,308,735) $187,725
 $(201,135)
    

Reserve Information
 
The information presented below represents estimates of proved natural gas, NGLs and oil reserves prepared by Company engineers.  The engineer primarily responsible for preparing the reserve report and the technical aspects of the reserves audit received a bachelor’s degree in Petroleum and Natural GasChemical Engineering from the Pennsylvania State University and has 2921 years of experience in the oil and gas industry.  To ensure that the reserves are materially accurate, management reviews the price, heat content conversion rate and cost assumptions used in the economic model to determine the reserves; division of interest and production volumes are reconciled between the system used to calculate the reserves and other accounting/measurement systems; the reserve reconciliation between prior year reserves and current year reserves is reviewed by senior management; and the estimates of proved natural gas, NGLs and oil reserves are audited by the independent consulting firm of Ryder Scott Company, L.P. (Ryder Scott), which is hired by the Company’s management.  Since 1937, Ryder Scott has evaluated oil and gas properties and independently certified petroleum reserves quantities in the United States and internationally.
 
Proved developed reserves represent only those reserves expected to be recovered from existing wells and support equipment.  There were no differences between the internally prepared and externally audited estimates.  Proved undeveloped reserves represent proved reserves expected to be recovered from new wells after substantial development costs are incurred.  In the course of its audit, Ryder Scott reviewed 100% of the total net natural gas, NGLs and oil proved reserves attributable to the Company’s interests as of December 31, 2017.2018.  Ryder Scott conducted a detailed, well by well, audit of the Company’s largest properties.  This audit covered 81% of the Company’s proved developed reserves.  Ryder Scott’s audit of the remaining 19% of the Company’s proved developed properties consisted of an audit of aggregated groups not exceeding 200 wells per case for operated wells and 256115 wells per case for non-operated wells. For undeveloped locations, the Company determined, and Ryder Scott reviewed and approved, the areas within the Company’s acreage considered to be proven. Reserves were assigned and projected by the Company’s reserve engineers for locations within these proven areas and approved by Ryder Scott based on analogous type curves and offset production information. The audit utilized the performance method and the analogy method. Where historical reserve or production data was definitive, the performance method, which extrapolates historical data, was utilized. In other cases the analogy method, which calculates reserves based on correlations to comparable surrounding wells, was utilized. All of the Company’s proved reserves are located in the United States.

 Years Ended December 31, Years Ended December 31,
 2017 2016 2015 2018 2017 2016
 (Millions of Cubic Feet) (Millions of Cubic Feet)
Total - Natural Gas, Oil, and NGLs (a)  
  
  
  
  
  
Proved developed and undeveloped reserves:  
  
  
  
  
  
Beginning of year 13,508,407
 9,976,597
 10,738,948
 21,445,667
 13,508,407
 9,976,597
Revision of previous estimates (2,766,981) (472,285) (2,194,675) (1,124,904) (2,766,981) (472,285)
Purchase of hydrocarbons in place 9,389,638
 2,395,776
 
 
 9,389,638
 2,395,776
Sale of hydrocarbons in place (2,646) 
 (61) (1,748,557) (2,646) 
Extensions, discoveries and other additions 2,225,141
 2,384,682
 2,051,071
 4,739,233
 2,225,141
 2,384,682
Production (907,892) (776,363) (618,686) (1,494,663) (907,892) (776,363)
End of year 21,445,667
 13,508,407
 9,976,597
 21,816,776
 21,445,667
 13,508,407
Proved developed reserves:  
  
  
  
  
  
Beginning of year 6,842,958
 6,279,557
 4,826,387
 11,297,956
 6,842,958
 6,279,557
End of year 11,297,956
 6,842,958
 6,279,557
 11,550,161
 11,297,956
 6,842,958
Proved undeveloped reserves:            
Beginning of year 6,665,449
 3,697,040
 5,912,561
 10,147,711
 6,665,449
 3,697,040
End of year 10,147,711
 6,665,449
 3,697,040
 10,266,615
 10,147,711
 6,665,449
(a)         Oil and NGLs were converted at the rate of one thousand Bbl equal to approximately 6 million cubic feet (MMcf).

 Years Ended December 31, Years Ended December 31,
 2017 2016 2015 2018 2017 2016
 (Millions of Cubic Feet) (Millions of Cubic Feet)
Natural Gas  
  
  
  
  
  
Proved developed and undeveloped reserves:  
  
  
  
  
  
Beginning of year 12,331,867
 9,110,311
 9,775,954
 19,830,236
 12,331,867
 9,110,311
Revision of previous estimates (2,760,467) (607,171) (2,059,531) (960,285) (2,760,467) (607,171)
Purchase of natural gas in place 8,890,145
 2,288,166
 
 
 8,890,145
 2,288,166
Sale of natural gas in place (1,210) 
 (61) (1,331,391) (1,210) 
Extensions, discoveries and other additions 2,164,578
 2,241,528
 1,955,935
 4,659,835
 2,164,578
 2,241,528
Production (794,677) (700,967) (561,986) (1,392,943) (794,677) (700,967)
End of year 19,830,236
 12,331,867
 9,110,311
 20,805,452
 19,830,236
 12,331,867
Proved developed reserves:  
  
  
  
  
  
Beginning of year 6,074,958
 5,652,989
 4,257,377
 10,152,543
 6,074,958
 5,652,989
End of year 10,152,543
 6,074,958
 5,652,989
 10,887,953
 10,152,543
 6,074,958
Proved undeveloped reserves:            
Beginning of year 6,256,909
 3,457,322
 5,518,577
 9,677,693
 6,256,909
 3,457,322
End of year 9,677,693
 6,256,909
 3,457,322
 9,917,499
 9,677,693
 6,256,909


 Years Ended December 31, Years Ended December 31,
 2017 2016 2015 2018 2017 2016
 (Thousands of Bbls) (Thousands of Bbls)
Oil (a)  
  
  
  
  
  
Proved developed and undeveloped reserves:  
  
  
  
  
  
Beginning of year 6,395
 5,900
 5,005
 10,731
 6,395
 5,900
Revision of previous estimates 5,103
 1,159
 1,219
 6,217
 5,103
 1,159
Purchase of oil in place 355
 3
 
 
 355
 3
Sale of oil in place (139) 
 
 (10,447) (139) 
Extensions, discoveries and other additions 9
 62
 419
 338
 9
 62
Production (992) (729) (743) (680) (992) (729)
End of year 10,731
 6,395
 5,900
 6,159
 10,731
 6,395
Proved developed reserves:  
  
  
  
  
  
Beginning of year 6,395
 5,900
 5,005
 10,731
 6,395
 5,900
End of year 10,731
 6,395
 5,900
 3,489
 10,731
 6,395
Proved undeveloped reserves:            
Beginning of year 
 
 
 
 
 
End of year 
 
 
 2,670
 
 
(a)One thousand Bbl equals approximately 6 million cubic feet (MMcf).

Years Ended December 31,Years Ended December 31,
2017 2016 20152018 2017 2016
(Thousands of Bbls)(Thousands of Bbls)
NGLs (a)          
Proved developed and undeveloped reserves: 
     
    
Beginning of year189,695
 138,481
 155,494
258,507
 189,695
 138,481
Revision of previous estimates(6,189) 21,322
 (23,743)(33,653) (6,189) 21,322
Purchase of NGLs in place82,894
 17,932
 

 82,894
 17,932
Sale of NGLs in place(100) 
 
(59,080) (100) 
Extensions, discoveries and other additions10,084
 23,797
 15,437
12,895
 10,084
 23,797
Production(17,877) (11,837) (8,707)(16,274) (17,877) (11,837)
End of year258,507
 189,695
 138,481
162,395
 258,507
 189,695
Proved developed reserves: 
     
    
Beginning of year121,605
 98,528
 89,830
180,170
 121,605
 98,528
End of year180,170
 121,605
 98,528
106,879
 180,170
 121,605
Proved undeveloped reserves:          
Beginning of year68,090
 39,953
 65,664
78,337
 68,090
 39,953
End of year78,337
 68,090
 39,953
55,516
 78,337
 68,090
(a)One thousand Bbl equals approximately 6 million cubic feet (MMcf).

2018 Changes in Reserves

Transfer of 2,722 Bcfe of proved undeveloped reserves to proved developed reserves.
Extensions, discoveries and other additions of 4,739 Bcfe, which exceeded the 2018 production of 1,495 Bcfe.
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.
Increase of 886 Bcfe from proved undeveloped reserves extensions from acreage proved by drilling activity in the Company’s Ohio, Pennsylvania and West Virginia Marcellus fields.
Increase of 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, resulting from 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 primarily due to increased reserves from producing wells and improved commodity prices.
The sale of hydrocarbons in place of 1,749 Bcfe is due to the 2018 Divestitures as described in Note 8.

2017 Changes in Reserves

Transfer of 987 Bcfe of proved undeveloped reserves to proved developed reserves.
Increase of 9,390 Bcfe associated with the acquisition of proved developed reserves (3,330 Bcfe) and proved undeveloped reserves (6,060 Bcfe) in the Company’s Marcellus, Upper Devonian and Utica plays.
Extensions, discoveries and other additions of 2,225 Bcfe, which exceeded the 2017 production of 908 Bcfe.
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.
Increase of 893 Bcfe from proved undeveloped reserves extensions from acreage proved by drilling activity in the Company’s Ohio, Pennsylvania and West Virginia Marcellus fields.
Increase of 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, primarily due to 3,074 Bcfe from locations that are no longer anticipated to be drilled within 5 years of booking as a result of acquiring new acreage. The acquired acreage presents opportunities to drill considerably longer laterals, realize operational efficiencies and improve overall returns.
Upward revisions of 477 Bcfe from proved developed locations, primarily due 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.

2016 Changes in Reserves

Transfer of 647 Bcfe of proved undeveloped reserves to proved developed reserves.
Increase of 2,396 Bcfe associated with the acquisition of proved developed reserves (320 Bcfe) and proved undeveloped reserves (2,076 Bcfe) in the Company’s Marcellus and Upper Devonian plays.
Extensions, discoveries and other additions of 2,385 Bcfe, which exceeded the 2016 production of 776 Bcfe.
Increase of 341 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.
Increase of 673 Bcfe from proved undeveloped reserves extensions from acreage proved by drilling activity in the Company’s Ohio, Pennsylvania and West Virginia Marcellus fields.
Increase of 1,371 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 509 Bcfe from proved undeveloped locations, primarily due to 389 Bcfe from economic locations that the Company no longer expects to develop within 5 years of booking, along with the removal of locations that are no longer economic as determined in accordance with Securities and Exchange Commission (SEC) pricing requirements.
Upward revisions of 68 Bcfe from proved developed locations, primarily due to increased reserves from producing wells.
Negative revisions of 31 Bcfe associated with previously booked locations whose economic lives had been shortened due to reduced commodity prices.

2015 Changes in Reserves

Transfer of 1,528 Bcfe of proved undeveloped reserves to proved developed reserves.
Extensions, discoveries and other additions of 2,051 Bcfe, which exceeded the 2015 production of 619 Bcfe.
Negative revisions of 2,321 Bcfe from proved undeveloped locations, due primarily to the removal of locations that were no longer economic as determined in accordance with SEC pricing requirements and from 342 Bcfe from economic locations that the Company no longer expects to develop within 5 years of booking.

Upward revisions of 386 Bcfe from proved developed locations, primarily due to increased reserves from producing wells.
Negative revisions of 259 Bcfe associated with previously booked locations whose economic lives had been shortened due to reduced commodity prices.
During 2015, the Company revised its approach utilized to determine the gathering cost assumption within the Company's determination of reserves, which management believes to be a significant cost assumption included in the calculation of reserves. The Company believes the methodology that is currently utilized to determine the gathering rate reflects the Company’s current cash operating costs and gives consideration to EQT’s significant ownership interest in EQGP, EQM and RMP. Previously, the Company developed the gathering cost assumption based on the direct operating costs attributable to the operation of the wholly-owned midstream assets. Due to additional dropdowns of midstream assets from EQT to EQM in 2015 and the resulting increase in the proportion of the volumes that are gathered using EQM owned gathering assets, the current gathering rate assumption was developed in consideration of EQT’s significant ownership interest in its consolidated subsidiaries.

Standard Measure of Discounted Future Cash Flow
 
Management cautions that the standard measure of discounted future cash flows should not be viewed as an indication of the fair market value of natural gas and oil producing properties, nor of the future cash flows expected to be generated therefrom.  The information presented does not give recognition to future changes in estimated reserves, selling prices or costs and has been discounted at a rate of 10%. The estimated future net cash flows from natural gas and oil reserves as of December 31, 2018 and 2017 includes the impact of the Tax Reform Legislation,Cuts and Jobs Act, which resulted in a lower federal income tax rate than the prior years presented. as of December 31, 2016.
 

Estimated future net cash flows from natural gas and oil reserves are as follows at December 31:
 2017 2016 2015 2018 2017 2016
 (Thousands) (Thousands)
Future cash inflows (a) $51,423,920
 $24,011,281
 $17,619,037
 $60,603,624
 $51,423,920
 $24,011,281
Future production costs(b) (18,379,892) (14,864,126) (10,963,285) (20,463,567) (18,379,892) (14,864,126)
Future development costs (5,637,676) (3,778,698) (2,377,650) (5,854,503) (5,637,676) (3,778,698)
Future income tax expenses (5,811,125) (1,753,067) (1,333,989) (6,823,621) (5,811,125) (1,753,067)
Future net cash flow 21,595,227
 3,615,390
 2,944,113
 27,461,933
 21,595,227
 3,615,390
10% annual discount for estimated timing of cash flows (12,593,293) (2,626,636) (1,966,559) (15,850,035) (12,593,293) (2,626,636)
Standardized measure of discounted future net cash flows $9,001,934
 $988,754
 $977,554
 $11,611,898
 $9,001,934
 $988,754
(a)The majority of the Company’s production is sold through liquid trading points on interstate pipelines. For 2018, the reserves were computed using unweighted arithmetic averages of the closing prices on the first day of each month during 2018 of $65.56 per Bbl of oil (first day of each month closing price for West Texas Intermediate (WTI)) less regional adjustments, $2.888 per Dth for Columbia Gas Transmission Corp., $2.568 per Dth for Dominion Transmission, Inc., $2.587 per Dth for Texas Eastern Transmission Corp., $2.320 per Dth for the Tennessee, zone 4-300 Leg of Tennessee Gas Pipeline Company and $2.939 per Dth for the Rockies Express Pipeline Zone 3. For 2018, NGL pricing using arithmetic averages of the closing prices on the first day of each month during 2018 for NGL components and adjusted using the regional component makeup of produced NGLs resulted in prices of $21.93 per Bbl of NGLs for certain West Virginia Marcellus reserves and $33.89 per Bbl of NGLs per Bbl for Ohio Utica reserves.
The majority of the Company’s production is sold through liquid trading points on interstate pipelines. For 2017, the reserves were computed using unweighted arithmetic averages of the closing prices on the first day of each month during 2017 of $51.34 per Bbl of oil (first day of each month closing price for West Texas Intermediate (WTI)) less regional adjustments, $2.801 per Dth for Columbia Gas Transmission Corp., $2.100 per Dth for Dominion Transmission, Inc., $2.914 per Dth for the East Tennessee Natural Gas Pipeline, $2.058 per Dth for Texas Eastern Transmission Corp., $1.995 per Dth for the Tennessee, zone 4-300 Leg of Tennessee Gas Pipeline Company, $2.321 per Dth for the Tennessee LA 500 Leg of Tennessee Gas Pipeline Company, $2.665 per Dth for Waha, and $2.840 per Dth for the Rockies Express Pipeline Zone 3. For 2017, NGL pricing using arithmetic averages of the closing prices on the first day of each month during 2017 for NGL components and adjusted using the regional component makeup of produced NGLs resulted in prices of $23.07 per Bbl of NGLs from certain West Virginia Marcellus reserves, $31.11 per Bbl of NGLs from certain Kentucky reserves, $29.47 per Bbl for Ohio Utica reserves, and $27.93 per Bbl for Permian reserves.
  
 The majority of the Company’s production is sold through liquid trading points on interstate pipelines. For 2016, the reserves were computed using unweighted arithmetic averages of the closing prices on the first day of each month during 2016 of $42.75 per Bbl of oil (first day of each month closing price for WTI) less regional adjustments, $2.342 per Dth for Columbia Gas Transmission Corp., $1.348 per Dth for Dominion Transmission, Inc., $2.334 per Dth for the East Tennessee Natural Gas Pipeline, $1.325 per Dth for Texas Eastern Transmission Corp., $1.305 per Dth for the Tennessee, zone 4-300 Leg of Tennessee Gas Pipeline Company, $1.862 per Dth for the Tennessee LA 500 Leg of Tennessee Gas Pipeline Company, $2.343 per Dth for Waha, and $2.402 per Dth for the Rockies Express Pipeline Zone 3. For 2016, NGL pricing using arithmetic averages of the closing prices on the first day of each month during 2016 for NGL components and adjusted using the regional component makeup of produced NGLs resulted in prices of $13.87 per Bbl of NGLs from certain West Virginia Marcellus reserves, $17.27 per Bbl of NGLs from certain Kentucky reserves, $14.71 per Bbl for Ohio Utica reserves, and $18.91 per Bbl for Permian reserves.
  
(b)The majorityIncludes approximately $883 million, $1,400 million and $790 million as of the Company’s production is sold through liquid trading points on interstate pipelines. For 2015, the reserves were computed using unweighted arithmetic averages of the closing prices on the first day of each month during 2015 of $50.28 per Bbl of oil (first day of each month closing priceDecember 31, 2018, 2017 and 2016 respectively for WTI) less regional adjustments, $2.506 per Dth for Columbia Gas Transmission Corp., $1.394 per Dth for Dominion Transmission, Inc., $2.552 per Dth for the East Tennessee Natural Gas Pipeline, $1.428 per Dth for Texas Eastern Transmission Corp., $1.079 per Dth for the Tennessee, zone 4-300 Leg of Tennessee Gas Pipeline Company, $2.430 per Dth for the Tennessee LA 500 Leg of Tennessee Gas Pipeline Company, $2.473 per Dth for Waha,future plugging and $2.549 per Dth for Houston Ship Channel.  For 2015, NGLs pricing using arithmetic averages of the closing prices on the first day of each month during 2015 for NGLs components and adjusted using the regional component makeup of produced NGLs resulted in prices of $17.60 per Bbl of NGLs from certain West Virginia Marcellus reserves, $21.69 per Bbl of NGLs from certain Kentucky reserves, $16.84 per Bbl for Ohio Utica reserves, and $17.51 per Bbl for Permian reserves.abandonment costs.
 
Holding production and development costs constant, a change in price of $0.20 per Dth for natural gas, $10 per barrel for oil and $10 per barrel for NGLs would result in a change in the December 31, 20172018 discounted future net cash flows before income taxes of the Company’s proved reserves of approximately $1.8$1.9 billion, $50.4$34.2 million and $978.6$665.7 million, respectively.


Summary of changes in the standardized measure of discounted future net cash flows for the years ended December 31:
    
 2017 2016 2015 2018 2017 2016
 (Thousands) (Thousands)
Sales and transfers of natural gas and oil produced – net $(1,313,249) $(539,980) $(813,166) $(2,802,742) $(1,305,186) $(540,636)
Net changes in prices, production and development costs 2,236,183
 (1,129,026) (5,546,405) 2,949,606
 2,236,183
 (1,129,026)
Extensions, discoveries and improved recovery, less related costs 1,269,712
 590,885
 264,735
 1,616,653
 1,269,712
 590,885
Development costs incurred 712,635
 402,891
 971,186
 1,630,506
 712,635
 402,891
Purchase of minerals in place – net 5,357,921
 592,078
 
 
 5,357,921
 592,078
Sale of minerals in place – net (284) 
 (43) (849,162) (284) 
Revisions of previous quantity estimates (297,437) (60,959) (1,541,418) (811,576) (297,437) (60,959)
Accretion of discount 115,437
 122,674
 600,099
 834,026
 115,437
 122,674
Net change in income taxes (1,477,603) (91,823) 2,424,200
 (289,549) (1,477,603) (91,823)
Timing and other (a) 1,409,865
 124,460
 (191,662) 332,202
 1,401,802
 125,116
Net increase (decrease) 8,013,180
 11,200
 (3,832,474) 2,609,964
 8,013,180
 11,200
Beginning of year 988,754
 977,554
 4,810,028
 9,001,934
 988,754
 977,554
End of year $9,001,934
 $988,754
 $977,554
 $11,611,898
 $9,001,934
 $988,754
(a)Increase in 2017 primarily driven by timing changes to the Company’s development plan as a result of the Rice Merger.


Item 9.           Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
 
Not Applicable.
 
Item 9A.        Controls and Procedures
 
Evaluation of Disclosure Controls and Procedures
 
Under the supervision and with the participation of management, including the Company’s Principal Executive Officer and Principal Financial Officer, an evaluation of the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended (Exchange Act)), was conducted as of the end of the period covered by this report.  Based on that evaluation, the Principal Executive Officer and Principal Financial Officer concluded that the Company’s disclosure controls and procedures were effective as of the end of the period covered by this report.
 
Management’s Report on Internal Control over Financial Reporting
 
The management of EQT is responsible for establishing and maintaining adequate internal control over financial reporting (as such term is defined in Rule 13a-15(f) under the Exchange Act).  EQT’s internal control system is designed to provide reasonable assurance to the Company’s management and Board of Directors regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.  All internal control systems, no matter how well designed, have inherent limitations.  Accordingly, even effective controls can provide only reasonable assurance with respect to financial statement preparation and presentation.
 
EQT’s management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2017.2018.  In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control-Integrated Framework (2013).  Based on this assessment, management concluded that the Company maintained effective internal control over financial reporting as of December 31, 2017. Management’s assessment of, and conclusion on, the effectiveness of internal control over financial reporting did not include the internal controls of the entities acquired in the Rice Merger on November 13, 2017. Rice’s total assets and total operating revenues represented approximately 45% of the Company’s consolidated total assets at December 31, 2017 and 10% of the Company’s consolidated total operating revenues for the year ended December 31, 2017.2018.

Ernst & Young LLP (Ernst & Young), the independent registered public accounting firm that audited the Company’s Consolidated Financial Statements, has issued an attestation report on the Company’s internal control over financial reporting. 

Ernst & Young’s attestation report on the Company’s internal control over financial reporting appears in Part II, Item 8 of this Annual Report on Form 10-K and is incorporated by reference herein.

Changes in Internal Control over Financial Reporting
    
As noted under “Management’s Report on Internal Control over Financial Reporting,” management’s assessment of, and conclusion on, the effectiveness of internal control over financial reporting did not include the internal controls of the entities acquired in the Rice Merger on November 13, 2017. Under guidelines established by the SEC, companies are permitted to exclude acquisitions from their assessment of internal control over financial reporting during the first year of an acquisition while integrating the acquired company. The Company is in the process of integrating Rice’s and the Company’s internal controls over financial reporting. As a result of these integration activities, certain controls will be evaluated and may be changed. Except as noted above, thereThere were no changes in the Company’s internal control over financial reporting that occurred during the fourth quarter of 20172018 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

Item 9B.        Other Information

We intend to hold our 2018 annual meeting more than 30 days afterOn February 12, 2019, the anniversary of our 2017 annual meeting.  Accordingly, we have extended the deadline for receipt of shareholder proposals pursuant to Rule 14a-8Management Development and Compensation Committee of the Exchange ActBoard of Directors of the Company approved an amendment to February 28, 2018.certain confidentiality, non-solicitation and non-competition agreements (the Non-Competition Agreements), including those with the Company’s named executive officers.  The dateamendment permits the applicable executive to elect out of our annual meeting and the deadlineexecutive alternative work arrangement contemplated by his or her Non-Competition Agreement, which, in the absence of an election, applies following certain qualifying terminations of employment.  If an executive elects out of the executive alternative work arrangement, in consideration for submitting director nominations and other proposals pursuant to our bylawssuch election, the non-competition covenant set forth in his or her Non-Competition Agreement will be announced at a later time.extended for an additional three months beyond the period specified therein.

Additional information regarding the executive alternative work arrangement is included in the Company’s annual proxy statement, dated April 27, 2018.

The form of amendment to the Non-Competition Agreements is filed as Exhibit 10.22 to this Annual Report on Form 10-K.  The foregoing summary is qualified by reference thereto.


PART III
 
Item 10.         Directors, Executive Officers and Corporate Governance
 
The following information is incorporated herein by reference from the Company’s definitive proxy statement relating to the 20182019 annual meeting of shareholders, which proxy statement is expected to be filed with the SEC within 120 days after the close of the Company’s fiscal year ended December 31, 2017:2018:
 
 Information required by Item 401 of Regulation S-K with respect to directors is incorporated herein by reference from the sections captioned “Item No. 1 – Election of Directors,” and “Corporate Governance and Board Matters” in the Company’s definitive proxy statement;
 
Information required by Item 405 of Regulation S-K with respect to compliance with Section 16(a) of the Exchange Act is incorporated herein by reference from the section captioned “Equity Ownership – Section 16(a) Beneficial Ownership Reporting Compliance” in the Company’s definitive proxy statement;
 
Information required by Item 407(d)(4) of Regulation S-K with respect to disclosure of the existence of the Company’s separately-designated standing Audit Committee and the identification of the members of the Audit Committee is incorporated herein by reference from the section captioned “Corporate Governance and Board Matters – Board Meetings and Committees – Audit Committee” in the Company’s definitive proxy statement; and
 
Information required by Item 407(d)(5) of Regulation S-K with respect to disclosure of the Company’s audit committee financial expert is incorporated herein by reference from the section captioned “Corporate Governance and Board Matters – Board Meetings and Committees – Audit Committee” in the Company’s definitive proxy statement.
 
Information required by Item 401 of Regulation S-K with respect to executive officers is included after Item 4 at the end of Part I of this Annual Report on Form 10-K under the caption “Executive Officers of the Registrant (as of February 15, 2018)14, 2019),” and is incorporated herein by reference.
 
The Company has adopted a code of business conduct and ethics applicable to all directors and employees, including the principal executive officer, principal financial officer and principal accounting officer.  The code of business conduct and ethics is posted on the Company’s website http://www.eqt.com (accessible by clicking on the “Investors” link on the main page followed by the “Corporate Governance” link and the “Charters and Documents” link), and a printed copy will be delivered free of charge on request by writing to the corporate secretary at EQT Corporation, c/o Corporate Secretary, 625 Liberty Avenue, Suite 1700, Pittsburgh, Pennsylvania 15222.  The Company intends to satisfy the disclosure requirement regarding certain amendments to, or waivers from, provisions of its code of business conduct and ethics by posting such information on the Company’s website.

On November 13, 2017, the Company’s articles of incorporation were amended and restated (as amended and restated, the Restated Articles of Incorporation) to increase the maximum number of directors permitted to be on the Board from twelve to fifteen. This amendment was approved by the Company’s shareholders at a special meeting held on November 9, 2017.

Also on November 13, 2017, the Company’s bylaws were amended and restated (as amended and restated, the Amended and Restated Bylaws) to conform to the Restated Articles of Incorporation by increasing the maximum number of directors permitted to be on the Board from twelve to fifteen.


Item 11.         Executive Compensation
 
The following information is incorporated herein by reference from the Company’s definitive proxy statement relating to the 20182019 annual meeting of shareholders, which proxy statement is expected to be filed with the SEC within 120 days after the close of the Company’s fiscal year ended December 31, 20172018:
 
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.


Item 12.         Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
 
Information required by Item 403 of Regulation S-K with respect to stock ownership of significant shareholders, directors and executive officers is incorporated herein by reference to the sections captioned “Equity Ownership - Stock Ownership of Significant Shareholders” and “Equity Ownership - Equity Ownership of Directors and Executive Officers” in the Company’s definitive proxy statement relating to the 20182019 annual meeting of shareholders, which will be filed with the SEC within 120 days after the close of the Company’s fiscal year ended December 31, 2017.2018.

Equity Compensation Plan Information

The following table and related footnotes provide information as of December 31, 20172018 with respect to shares of the Company’s common stock that may be issued under the Company’s existing equity compensation plans, including the 2014 Long-Term Incentive Plan (2014 LTIP), the 2009 Long-Term Incentive Plan (2009 LTIP), the 1999 Non-Employee Directors’ Stock Incentive Plan (1999 NEDSIP), the 2005 Directors’ Deferred Compensation Plan (2005 DDCP), the 1999 Directors’ Deferred Compensation Plan (1999 DDCP), the 2008 Employee Stock Purchase Plan (2008 ESPP), and the 2014 Rice Energy Inc. 2014 Long-Term Incentive Plan (Rice LTIP):
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) 
  
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)
 3,835,415
(2) 
$63.42
(3) 
3,068,980
(4) 
 4,636,432
(2) 
$32.43
(3) 
2,714,195
(4) 
Equity Compensation Plans Not Approved by Shareholders (5)
 89,891
(6) 
N/A
 4,872,501
  33,865
(6) 
N/A
 5,023,753
 
Total 3,925,306
 $63.42
 7,941,481
  4,670,297
 $32.43
 7,737,948
 
    
(1) 
Consists of the 2014 LTIP, the 2009 LTIP, the 1999 NEDSIP and the 2008 ESPP. Effective as of April 30, 2014, in connection with the adoption of the 2014 LTIP, the Company ceased making new grants under the 2009 LTIP. Effective as of April 22, 2009, in connection with the adoption of the 2009 LTIP, the Company ceased making new grants under the 1999 NEDSIP. The 2009 LTIP and the 1999 NEDSIP remain effective solely for the purpose of issuing shares upon the exercise or payout of awards outstanding under such plans on April 30, 2014 (for the 2009 LTIP) and April 22, 2009 (for the 1999 NEDSIP).
(2) 
Consists of (i) 520,100819,115 shares subject to outstanding stock options under the 2014 LTIP; (ii) 2,569,7662,694,090 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 856,5891,614,294 target and confirmedawards and dividend reinvestments thereon));, (iii) 76,532127,217 shares subject to outstanding directors' deferred stock units under the 2014 LTIP, inclusive of dividend reinvestments thereon;thereon, (iv) 628,800956,314 shares subject to outstanding stock options under the 2009 LTIP; (v) 34,98335,101 shares subject to outstanding directors’directors' deferred stock units under the 2009 LTIP, inclusive of dividend reinvestments thereon;thereon, and (vi) 5,2344,595 shares subject to outstanding directors’directors' deferred stock units under the 1999 NEDSIP, inclusive of dividend reinvestments thereon.
(3) 
The weighted-average exercise price is calculated solely based solely upon outstanding stock options under the 2014 LTIP and the 2009 LTIP and excludes deferred stock units under the 2014 LTIP, the 2009 LTIP and the 1999 NEDSIP and performance awards under the 2014 LTIP and the 2009 LTIP. The weighted average remaining term of the stock options was 6.255.57 years as of December 31, 2017.2018.
(4) 
Consists of (i) 2,511,1092,185,717 shares available for future issuance under the 2014 LTIP, (ii) 4,89929,924 shares under the 2009 LTIP and (iii) 552,972498,554 shares available for future issuance under the 2008 ESPP. As of December 31, 2017, 5,0042018, 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 isare described below.
(6) 
Consists of (i) 25,52933,865 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, 2017; and (ii) 64,362 performance awards under the Rice LTIP, inclusive of dividend reinvestments thereon (based upon amounts previously confirmed in connection with the Rice Merger).2018.

2005 Directors’ Deferred Compensation Plan
 
The 2005 DDCP was adopted by the Management Development and Compensation Committee, effective January 1, 2005.   Neither the original adoption of the plan nor its amendments required approval by the Company’s shareholders.  The plan allows non-employee directors to defer all or a portion of their directors’ fees and retainers.  Amounts deferred are payable on or following retirement from the Board unless an early payment is authorized after the director suffers an unforeseeable financial emergency.  In addition to deferred directors’ fees and retainers, the deferred stock units granted to directors on or after January 1, 2005 under the 1999 NEDSIP, the 2009 LTIP and the 2014 LTIP are administered under this plan.
 
1999 Directors’ Deferred Compensation Plan
 
The 1999 DDCP was suspended as of December 31, 2004.  The plan continues to operate for the sole purpose of administering vested amounts deferred under the plan on or prior to December 31, 2004.  Deferred amounts are generally payable on or following retirement from the Board, but may be payable earlier if an early payment is authorized after a director suffers an unforeseeable financial emergency.  In addition to deferred directors’ fees and retainers and a one-time grant of deferred shares in 1999 resulting from the curtailment of the directors’ retirement plan, the deferred stock units granted to directors and vested prior to January 1, 2005 under the 1999 NEDSIP are administered under this plan.

Rice Energy Inc. 2014 Long-Term Incentive Plan

The board of directors of Rice Energy adopted the Rice Energy Inc. 2014 Long-Term Incentive Plan (as amended and restated effective as of May 9, 2014), which was assumed by the Company in connection with the Rice Merger for employees and non-employee directors of the Company and any of its affiliates. The Company may issue long-term equity based awards under the plan. Employees and non-employee directors of the Company or any affiliate, including subsidiaries, are eligible to receive awards under the plan.

The aggregate number of shares that may be issued under the plan is 6,475,000 shares, subject to proportionate adjustment in the event of stock splits, recapitalizations, mergers and similar events. Shares subject to awards that (i) expire or are canceled, forfeited, exchanged, settled in cash, or otherwise terminated; and (ii) are delivered by the participant or withheld from an award to satisfy tax withholding requirements, and delivered or withheld to pay the exercise price of an option, will again be available for awards under the plan.

The plan is administered by the Committee, except to the extent the Board elects to administer the plan.

The plan authorizes the granting of awards in any of the following forms: performance awards, restricted stock units, dividend equivalent rights, market-priced options to purchase stock, stock appreciation rights, other stock-basedshare-based awards that are denominated or payable in, valued in whole or in part by reference to, or otherwise based on stock, and cash-based awards.

The Board may amend, alter, suspend, discontinue or terminate the plan at any time, except that no amendment may be made without the approval of the Company’s shareholders if shareholder approval is required by any federal or state law or regulation or by the rules of any exchange on which the stock may then be listed, or if the amendment, alteration or other change increases the number of shares available under the plan, or if the Board in its discretion determines that obtaining such shareholder approval is for any reason advisable.

Shares to be delivered pursuant to awards under the plan may be shares made available from (i) authorized but unissued shares of stock, (ii) treasury stock, or (iii) previously issued shares of stock reacquired by the Company, including shares purchased on the open market.

Item 13.         Certain Relationships and Related Transactions, and Director Independence
 
Information required by Items 404 and 407(a) of Regulation S-K with respect to director independence and related person transactions is incorporated herein by reference to the section captioned “Corporate Governance and Board Matters – Independence and Related Person Transactions” in the Company’s definitive proxy statement relating to the 20182019 annual meeting of shareholders, which proxy statement is expected to be filed with the SEC within 120 days after the close of the Company’s fiscal year ended December 31, 2017.2018.


Item 14.         Principal Accounting Fees and Services
 
Information required by Item 9(e) of Schedule 14A is incorporated herein by reference to the section captioned “Item No. 3 – Ratification of Appointment of Independent Registered Public Accounting Firm” in the Company’s definitive proxy statement relating to the 20182019 annual meeting of shareholders, which proxy statement is expected to be filed with the SEC within 120 days after the close of the Company’s fiscal year ended December 31, 2017.2018.


PART IV

Item 15.         Exhibits and Financial Statement Schedules
 
(a) Documents filed as part of this report 
      
  1. All Financial Statements 
      
    Index to Consolidated Financial StatementsPage Reference
    Statements of Consolidated Operations for each of the three years in the period ended December 31, 20172018
    Statements of Consolidated Comprehensive Income for each of the three years in the period ended December 31, 20172018
    Statements of Consolidated Cash Flows for each of the three years in the period ended December 31, 20172018
    Consolidated Balance Sheets as of December 31, 20172018 and 20162017
    Statements of Consolidated Equity for each of the three years in the period ended December 31, 20172018
    Notes to Consolidated Financial Statements
      
  2. Financial Statement Schedule 
      
    Schedule II - Valuation and Qualifying Accounts and Reserves for the Three Years Ended December 31, 20172018 
      

EQT CORPORATION AND SUBSIDIARIES
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS AND RESERVES
FOR THE THREE YEARS ENDED DECEMBER 31, 20172018
Column A Column B Column C Column D Column E 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
 Balance at Beginning of Period (Deductions) Additions Charged to Costs and Expenses Additions Charged to Other Accounts Deductions 
Balance at
End of
Period
 (Thousands) (Thousands)
Valuation allowance for deferred tax assets:Valuation allowance for deferred tax assets:       Valuation allowance for deferred tax assets:       
                    
2018 $262,392
 $98,311
 $
 $(9,295) $351,408
          
2017 $201,422
 $70,063
 $
 $(9,093) $262,392
 $201,422
 $70,063
 $
 $(9,093) $262,392
                    
2016 $156,084
 $24,706
 $21,536
 $(904) $201,422
 $156,084
 $24,706
 $21,536
 $(904) $201,422
          
2015 $64,987
 $91,097
 $
 $
 $156,084
      
    
All other schedules are omitted since the subject matter thereof is either not present or is not present in amounts sufficient to require submission of the schedules.

 


      
  3. Exhibits 
      
ExhibitsDescriptionMethod of Filing
AgreementSeparation and Plan of MergerDistribution Agreement, dated as of June 19, 2017November 12, 2018, by and among the Company, Eagle Merger Sub I, Inc.Equitrans Midstream Corporation and, Rice Energy Inc.solely for certain limited purposes therein, EQT Production Company.Incorporated herein by reference to Exhibit 2.1 to Form 8-K (#001-3551) filed on June 19, 2017
November 13, 2018.
Amendment No. 1 toTransition Services Agreement, and Plan of Merger dated as of October 26, 2017 amongNovember 12, 2018, by and between the Company Eagle Merger Sub I, Inc. and Rice Energy Inc.Equitrans Midstream Corporation.Incorporated herein by reference to Exhibit 2.12.2 to Form 8-K (#001-3551) filed on October 26, 2017
November 13, 2018.
Purchase and SaleTax Matters Agreement, dated as of September 26, 2016 among Vantage Energy Investment LLC, Vantage Energy Investment II LLC, Rice Energy Inc., Vantage Energy, LLC,November 12, 2018, by and Vantage Energy II, LLCbetween the Company and Equitrans Midstream Corporation.Incorporated herein by reference to Exhibit 10.12.3 to Rice Energy Inc.'s Form 8-K (#001-36273)(#001-3551) filed on September 30, 2016November 13, 2018.
Employee Matters Agreement, dated as of November 12, 2018, by and between the Company and Equitrans Midstream Corporation.Incorporated herein by reference to Exhibit 2.4 to Form 8-K (#001-3551) filed on November 13, 2018.
Shareholder and Registration Rights Agreement, dated as of November 12, 2018, by and between the Company and Equitrans Midstream Corporation.Incorporated herein by reference to Exhibit 4.1 to Form 8-K (#001-3551) filed on November 13, 2018.
Restated Articles of Incorporation of EQT Corporationthe Company (amended through November 13, 2017).Incorporated herein by reference to Exhibit 3.1 to Form 8-K (#001-3551) filed on November 14, 2017
2017.
Amended and Restated Bylaws of EQT Corporationthe Company (amended through November 13, 2017).Incorporated herein by reference to Exhibit 3.3 to Form 8-K (#001-3551) filed on November 14, 2017
2017.
Indenture dated as of April 1, 1983 between the Company and Pittsburgh National Bank, as TrusteeTrustee.Incorporated herein by reference to Exhibit 4.01(a) to Form 10-K (#001-3551) for the year ended December 31, 2007
2007.
Instrument appointing Bankers Trust Company as successor trustee to Pittsburgh National BankBank.Incorporated herein by reference to Exhibit 4.01(b) to Form 10-K (#001-3551) for the year ended December 31, 1998
1998.
Resolution adopted August 19, 1991 by the Ad Hoc Finance Committee of the Board of Directors of the Company and Addenda Nos. 1 through 27, establishing the terms and provisions of the Series A Medium-Term NotesNotes.Incorporated herein by reference to Exhibit 4.01(g) to Form 10-K (#001-3551) for the year ended December 31, 1996
1996.
Resolutions adopted July 6, 1992 and February 19, 1993 by the Ad Hoc Finance Committee of the Board of Directors of the Company and Addenda Nos. 1 through 8, establishing the terms and provisions of the Series B Medium-Term NotesNotes.Incorporated herein by reference to Exhibit 4.01(h) to Form 10-K (#001-3551) for the year ended December 31, 1997
1997.
Resolution adopted July 14, 1994 by the Ad Hoc Finance Committee of the Board of Directors of the Company and Addenda Nos. 1 and 2, establishing the terms and provisions of the Series C Medium-Term NotesNotes.Incorporated herein by reference to Exhibit 4.01(i) to Form 10-K (#001-3551) for the year ended December 31, 1995
1995.
Second Supplemental Indenture dated as of June 30, 2008 between the Company and Deutsche Bank Trust Company Americas, as Trustee, pursuant to which EQT Corporationthe Company assumed the obligations of Equitable Resources, Inc. under the related IndentureIndenture.Incorporated herein by reference to Exhibit 4.01(g) to Form 8-K (#001-3551) filed on July 1, 2008
2008.
Indenture dated as of July 1, 1996 between the Company and The Bank of New York, as successor to Bank of Montreal Trust Company, as TrusteeTrustee.Incorporated herein by reference to Exhibit 4.01(a) to Form S-4 Registration Statement (#333-103178) filed on February 13, 2003
Each management contract and compensatory arrangement in which any director or any named executive officer participates has been marked with an asterisk (*)

ExhibitsDescriptionMethod of Filing
2003.
Resolutions adopted January 18 and July 18, 1996 by the Board of Directors of the Company and Resolution adopted July 18, 1996 by the Executive Committee of the Board of Directors of the Company, establishing the terms and provisions of the 7.75% Debentures issued July 29, 19961996.Incorporated herein by reference to Exhibit 4.01(j) to Form 10-K (#001-3551) for the year ended December 31, 1996
Supplemental Indenture dated as of June 30, 2008 between the Company and The Bank of New York, as Trustee, pursuant to which EQT Corporation assumed the obligations of Equitable Resources, Inc. under the related IndentureIncorporated herein by reference to Exhibit 4.02(f) to Form 8-K (#001-3551) filed on July 1, 2008
Indenture dated as of March 18, 2008 between the Company and The Bank of New York, as TrusteeIncorporated herein by reference to Exhibit 4.1 to Form 8-K (#001-3551) filed on March 18, 2008
Third Supplemental Indenture dated as of May 15, 2009 between the Company and The Bank of New York, as Trustee, pursuant to which the 8.13% Senior Notes due 2019 were issuedIncorporated herein by reference to Exhibit 4.1 to Form 8-K (#001-3551) filed on May 15, 2009
Fourth Supplemental Indenture dated as of November 7, 2011 between the Company and The Bank of New York Mellon, as Trustee, pursuant to which the 4.88% Senior Notes due 2021 were issuedIncorporated herein by reference to Exhibit 4.2 to Form 8-K (#001-3551) filed on November 7, 2011
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 issuedIncorporated herein by reference to Exhibit 4.3 to Form 8-K (#001-3551) filed on October 4, 2017
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 issuedIncorporated herein by reference to Exhibit 4.5 to Form 8-K (#001-3551) filed on October 4, 2017
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 issuedIncorporated herein by reference to Exhibit 4.7 to Form 8-K (#001-3551) filed on October 4, 20171996.

 Each management contract and compensatory arrangement in which any director or any named executive officer participates has been marked with an asterisk (*)

ExhibitsDescriptionMethod of Filing
First Supplemental Indenture dated as of June 30, 2008 between the Company and The Bank of New York, as Trustee, pursuant to which the Company assumed the obligations of Equitable Resources, Inc. under the related Indenture.Incorporated herein by reference to Exhibit 4.02(f) to Form 8-K (#001-3551) filed on July 1, 2008.
Indenture dated as of March 18, 2008 between the Company and The Bank of New York, as Trustee.Incorporated herein by reference to Exhibit 4.1 to Form 8-K (#001-3551) filed on March 18, 2008.
Third Supplemental Indenture dated as of May 15, 2009 between the Company and The Bank of New York, as Trustee, pursuant to which the 8.125% Senior Notes due 2019 were issued.Incorporated herein by reference to Exhibit 4.1 to Form 8-K (#001-3551) filed on May 15, 2009.
Fourth Supplemental Indenture dated as of November 7, 2011 between the Company and The Bank of New York Mellon, as Trustee, pursuant to which the 4.875% Senior Notes due 2021 were issued.Incorporated herein by reference to Exhibit 4.2 to Form 8-K (#001-3551) filed on November 7, 2011.
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 Exhibit 4.3 to Form 8-K (#001-3551) filed on October 4, 2017.
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 2.500% Senior Notes due 2020 were issued.Incorporated herein by reference to Exhibit 4.5 to Form 8-K (#001-3551) filed on October 4, 2017.
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 3.000% Senior Notes due 2022 were issued.Incorporated herein by reference to Exhibit 4.7 to Form 8-K (#001-3551) filed on October 4, 2017.
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%3.900% Senior Notes due 2027 were issuedissued.Incorporated herein by reference to Exhibit 4.9 to Form 8-K (#001-3551) filed on October 4, 2017
2017.
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 TrusteeIncorporated herein by reference to Exhibit 4.01 to Form 10-Q (#001-3551) for the quarter ended September 30, 2014
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 issuedIncorporated herein by reference to Exhibit 4.02 to Form 10-Q (#001-3551) for the quarter ended September 30, 2014
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 issuedIncorporated herein by reference to Exhibit 4.2 to EQT Midstream Partners, LP's Form 8-K (#001-35574) filed on November 4, 2016
2009 Long-Term Incentive Plan (as amended and restated through July 11, 2012).Incorporated herein by reference to Exhibit 10.2 to Form 10-Q (#001-3551) for the quarter ended June 30, 2012
2012.
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
2010.
Form of Amendment to Stock Option Award AgreementsAgreements.Incorporated herein by reference to Exhibit 10.3 to Form 10-Q (#001-3551) for the quarter ended June 30, 2011
2011.
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
2011.
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
2012.
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
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
2012.

Each management contract and compensatory arrangement in which any director or any named executive officer participates has been marked with an asterisk (*)


ExhibitsDescriptionMethod of Filing
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.
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
2013.
2014 Executive Performance Incentive ProgramIncorporated herein by reference to Exhibit 10.02(w) to Form 10-K (#001-3551) for the year ended December 31, 2013
Form of Participant Award Agreement under 2014 Executive Performance Incentive ProgramIncorporated herein by reference to Exhibit 10.02(x) to Form 10-K (#001-3551) for the year ended December 31, 2013
2014 Long-Term Incentive PlanPlan.Incorporated herein by reference to Exhibit 10.1 to Form 8-K (#001-3551) filed on May 1, 2014
2014.
Form of Participant Award Agreement (Phantom Stock Unit Awards) under 2014 Long-Term Incentive PlanPlan.Incorporated herein by reference to Exhibit 10.03(b) to Form 10-K (#001-3551) for the year ended December 31, 2014
2014.
2015 Executive Performance Incentive ProgramProgram.Incorporated herein by reference to Exhibit 10.03(d) to Form 10-K (#001-3551) for the year ended December 31, 2014
2014.
Form of Participant Award Agreement under 2015 Executive Performance Incentive ProgramProgram.Incorporated herein by reference to Exhibit 10.03(e) to Form 10-K (#001-3551) for the year ended December 31, 2014
2014.
Amendment to 2015 Executive Performance Incentive ProgramProgram.Incorporated herein by reference to Exhibit 10.03(f) to Form 10-K (#001-3551) for the year ended December 31, 2014
2014.
Form of EQT 2015 Value Driver Performance Award AgreementIncorporated 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
2016 Incentive Performance Share Unit ProgramProgram.Incorporated herein by reference to Exhibit 10.02(g) to Form 10-K (#001-3551) for the year ended December 31, 2015
2015.
Form of Participant Award Agreement under 2016 Incentive Performance Share Unit ProgramProgram.Incorporated herein by reference to Exhibit 10.02(h) to Form 10-K (#001-3551) for the year ended December 31, 20152015.
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.Filed herewith as Exhibit 10.02(i).
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.Filed herewith as Exhibit 10.02(n).
Form of Restricted Stock Unit Award Agreement (Standard).Filed herewith as Exhibit 10.02(o).
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.

Each management contract and compensatory arrangement in which any director or any named executive officer participates has been marked with an asterisk (*)
 

ExhibitsDescriptionMethod of Filing
2016Form of Restricted Stock Award Agreement (Standard) for Robert J. McNallyunder 2014 Long-Term Incentive Plan (2018 grants).Incorporated herein by reference to Exhibit 10.0310.02(s) to Form 10-Q10-K (#001-3551) for the quarteryear ended MarchDecember 31, 2016
2017.
Form of EQT 20162018 Value Driver Performance Award AgreementAgreement.Filed herewith as Exhibit 10.02(s).
Form of 2018 Restricted Stock Units Award Agreement (Standard) under 2014 Long-Term Incentive Plan (2018 grants).Filed herewith as Exhibit 10.02(t).
2018 Incentive Performance Share Unit Program.Incorporated herein by reference to Exhibit 10.9(d)10.02(t) to EQT Midstream Partners, LP's Form 10-K (#001-35574)(#001-3551) for the year ended December 31, 2016
2017.
Form of Participant Award Agreement under 2018 Incentive Performance Share Unit Program (executive officers).Incorporated herein by reference to Exhibit 10.02(u) to Form 10-K (#001-3551) for the year ended December 31, 2017.
Form of Participant Award Agreement under 2018 Incentive Performance Share Unit Program.Filed herewith as Exhibit 10.02(w).
Form of 2018 Strategic Implementation Performance Share Units Award Agreement.Filed herewith as Exhibit 10.02(x).
Form of 2018 Restricted Stock Unit Award Agreement (Transaction).Filed herewith as Exhibit 10.02(y).
Form of Participant Award Agreement (Stock Option) under 2014 Long-Term Incentive Plan (pre-2017(2019 grants).Incorporated herein by reference toFiled herewith as Exhibit 10.03(c) to Form 10-K (#001-3551) for the year ended December 31, 2014
10.02(z).
Form of Restricted Stock Award Agreement (Standard) under 2014 Long-Term Incentive Plan (2019 grants).2017Filed herewith as Exhibit 10.02(aa).
2019 Incentive Performance Share Unit ProgramProgram.Incorporated herein by reference toFiled herewith as Exhibit 10.02(l) to Form 10-K (#001-3551) for the year ended December 31, 2016
10.02(bb).
Form of Participant Award Agreement under 20172019 Incentive Performance Share Unit ProgramIncorporated 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 EQT 2017 Value Driver Performance Award AgreementIncorporated 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
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
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)Program.Filed herewith as Exhibit 10.02(r)
10.02(cc).
Form of Restricted Stock Award Agreement under 2014 Long-Term Incentive Plan (2018 grants)Filed herewith as Exhibit 10.02(s)
2018 Incentive Performance Share Unit ProgramFiled herewith as Exhibit 10.02(t)
Form of Participant Award Agreement under 2018 Incentive Performance Share Unit ProgramFiled herewith as Exhibit 10.02(u)
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, 20142014.
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 January 8, 2014.
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.
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.
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.

 Each management contract and compensatory arrangement in which any director or any named executive officer participates has been marked with an asterisk (*)


ExhibitsDescriptionMethod of Filing
2018 Short-Term Incentive Plan.Filed herewith as Exhibit 10.06.
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 January 8, 2014
EQT GP Services, LLC 2015 Long-Term Incentive PlanIncorporated herein by reference to Exhibit 10.3 to EQT GP Holdings, LP's Form 8-K (#001-37380) filed on May 15, 2015
Form of EQT GP Holdings, LP Phantom Unit Award AgreementIncorporated 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
EQT Midstream Services, LLC 2012 Long-Term Incentive PlanIncorporated herein by reference to Exhibit 10.03 to Form 10-K (#001-3551) for the year ended December 31, 2012
Rice Midstream Partners LP 2014 Long-Term Incentive PlanIncorporated 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
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
Form of Participant Award Agreement (Phantom Stock Unit Awards) under 1999 Non-Employee Directors’ Stock Incentive PlanIncorporated herein by reference to Exhibit 10.04(c) to Form 10-K (#001-3551) for the year ended December 31, 2006
2016 Executive Short-Term Incentive PlanIncorporated herein by reference to Exhibit 10.1 to Form 8-K (#001-3551) filed on April 21, 2016
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
2015.
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
2014.
Amendment to 1999 Directors’ Deferred Compensation Plan (as amended October 2, 2018).Incorporated herein by reference to Exhibit 10.4 to Form 10-Q (#001-3551) for the quarter ended September 30, 2018.
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
2014.
Amendment to 2005 Directors’ Deferred Compensation Plan (as amended October 2, 2018).Incorporated herein by reference to Exhibit 10.5 to Form 10-Q (#001-3551) for the quarter ended September 30, 2018.
Form of Indemnification Agreement between the Company and each executive officer and each outside directordirector.Incorporated herein by reference to Exhibit 10.18 to Form 10-K (#001-3551) for the year ended December 31, 2008
2008.
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 theretothereto.Incorporated herein by reference to Exhibit 10.1 to Form 8-K (#001-3551) filed on August 3, 2017
Each management contract and compensatory arrangement in which any director or any named executive officer participates has been marked with an asterisk (*)


ExhibitsDescriptionMethod of Filing
2017.
Amended and Restated Confidentiality, Non-Solicitation and Non-Competition Agreement dated as of July 29, 2015 between the Company and David L. PorgesIncorporated herein by reference to Exhibit 10.1 to Form 8-K (#001-3551) filed on July 31, 2015
Amended and Restated Confidentiality, Non-Solicitation and Non-Competition Agreement dated as of July 29, 2015 between the Company and Steven T. SchlotterbeckIncorporated herein by reference to Exhibit 10.5 to Form 8-K (#001-3551) filed on July 31, 2015
Offer letter dated as of March 7, 2016 between the Company and Robert J. McNallyIncorporated herein by reference to Exhibit 10.1 to Form 8-K (#001-3551) filed on March 17, 2016
Confidentiality, Non-Solicitation and Non-Competition Agreement dated as of March 10, 2016 between the Company and Robert J. McNallyIncorporated herein by reference to Exhibit 10.02 to Form 10-Q (#001-3551) for the quarter ended March 31, 2016
Amended and Restated Confidentiality, Non-Solicitation and Non-Competition Agreement dated as of July 29, 2015 between the Company and Lewis B. GardnerIncorporated herein by reference to Exhibit 10.4 to Form 8-K (#001-3551) filed on July 31, 2015
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
Offer Letter dated as of July 26, 2017 between the Company and Jeremiah J. Ashcroft IIIFiled herewith as Exhibit 10.18(a)
Confidentiality, Non-Solicitation and Non-Competition Agreement dated as of August 7, 2017 between the Company and Jeremiah J. Ashcroft IIIFiled herewith as Exhibit 10.18(b)
Amended and Restated Confidentiality, Non-Solicitation and Non-Competition Agreement dated as of July 29, 2015 between the Company and M. Elise HylandIncorporated 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
Transition Agreement and General Release dated as of February 28, 2017 between the Company and M. Elise HylandIncorporated 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
Amended and Restated Confidentiality, Non-Solicitation and Non-Competition Agreement dated as of July 29, 2015 between the Company and Randall L. CrawfordIncorporated herein by reference to Exhibit 10.3 to Form 8-K (#001-3551) filed on July 31, 2015
Amendment to Amended and Restated Confidentiality, Non-Solicitation and Non-Competition Agreement effective as of January 1, 2016 between the Company and Randall L. CrawfordIncorporated herein by reference to Exhibit 10.12(b) to Form 10-K (#001-3551) for the year ended December 31, 2015
Transition Agreement and General Release dated as of January 9, 2017 between the Company and Randall L. CrawfordIncorporated herein by reference to Exhibit 10.14(e) to Form 10-K (#001-3551) for the year ended December 31, 2016
Separation and Release Agreement, dated as of November 13, 2017, among the Company, EQT RE, LLC and Daniel J. Rice IVIV.Incorporated herein by reference to Exhibit 10.1 to Form 8-K (#001-3551) filed on November 17, 2017.
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.
Amendment of Confidentiality, Non-Solicitation and Non-Competition Agreement, dated as of November 12, 2018, by and among the Company, Equitrans Midstream Corporation and Robert J. McNally.Filed herewith as Exhibit 10.13(b).
Second Amended and Restated Confidentiality, Non-Solicitation and Non-Competition Agreement, dated as of November 13, 2018, by and between the Company and Jimmi Sue Smith.Incorporated herein by reference to Exhibit 10.2 to Form 8-K (#001-3551) filed on November 13, 2018.
Amended and Restated Confidentiality, Non-Solicitation and Non-Competition Agreement, dated as of November 13, 2018, by and between the Company and Erin R. Centofanti.Filed herewith as Exhibit 10.15.
Second Amended and Restated Confidentiality, Non-Solicitation and Non-Competition Agreement, dated as of March 1, 2017, by and between the Company and Donald M. Jenkins.Filed herewith as Exhibit 10.16(a).
Amendment of Confidentiality, Non-Solicitation and Non-Competition Agreement, dated as of November 12, 2018, by and among the Company, Equitrans Midstream Corporation and Donald M. Jenkins.Filed herewith as Exhibit 10.16(b).

Each management contract and compensatory arrangement in which any director or any named executive officer participates has been marked with an asterisk (*)


ExhibitsDescriptionMethod of Filing
Amended and Restated Confidentiality, Non-Solicitation and Non-Competition Agreement, dated as of November 13, 2018, by and between the Company and Jonathan M. Lushko.Filed herewith as Exhibit 10.17.
Amended and Restated Confidentiality, Non-Solicitation and Non-Competition Agreement, dated July 29, 2015, by and 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.
Amended and Restated Confidentiality, Non-Solicitation and Non-Competition Agreement, dated July 29, 2015, by and 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.
Executive Alternative Work Arrangement Employment Agreement, dated October 26, 2018, by and between the Company and David L. Porges.Filed herewith as Exhibit 10.19(b).
Second Amended and Restated Confidentiality, Non-Solicitation and Non-Competition Agreement, dated March 1, 2017, by and between the Company and David E. Schlosser, Jr.Incorporated herein by reference to Exhibit 10.17 to Form 10-K (#001-3551) for the year ended December 31, 2017.
Agreement and Release, dated October 26, 2018, by and between the Company and David E. Schlosser, Jr.Filed herewith as Exhibit 10.20(b).
Offer Letter, dated as of July 26, 2017, by and between the Company and Jeremiah J. Ashcroft IIIncorporated herein by reference to Exhibit 10.18(a) to Form 10-K (#001-3551) for the year ended December 31, 2017.
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.
Form of Amendment of Confidentiality, Non-Solicitation and Non-Competition Agreement.Filed herewith as Exhibit 10.22.
Schedule of SubsidiariesFiled herewith as Exhibit 21
21.
Consent of Independent Registered Public Accounting FirmFiled herewith as Exhibit 23.01
23.01.
Consent of Ryder Scott Company, L.P.Filed herewith as Exhibit 23.02
23.02.
Rule 13(a)-14(a) Certification of Principal Executive OfficerFiled herewith as Exhibit 31.01
31.01.
Rule 13(a)-14(a) Certification of Principal Financial OfficerFiled herewith as Exhibit 31.02
31.02.
Section 1350 Certification of Principal Executive Officer and Principal Financial OfficerFurnished herewith as Exhibit 32
32.
Independent Petroleum Engineers’ Audit ReportFiled herewith as Exhibit 99.
101Interactive Data FileFiled herewith as Exhibit 99
101Interactive Data FileFiled herewith as Exhibit 101101.

Each management contract and compensatory arrangement in which any director or any named executive officer participates has been marked with an asterisk (*)

The Company agrees to furnish to the SEC, upon request, copies of instruments with respect to long-term debt which have not previously been filed.

Each management contract and compensatory arrangement in which any director or any named executive officer participates has been marked with an asterisk (*)

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
  EQT CORPORATION
   
  By:/s/    STEVEN T. SCHLOTTERBECKROBERT J. MCNALLY
   Steven T. SchlotterbeckRobert J. McNally
   President and Chief Executive Officer
   February 15, 201814, 2019
 
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. 

/s/    STEVEN T. SCHLOTTERBECKROBERT J. MCNALLY President, February 15, 201814, 2019
Steven T. SchlotterbeckRobert J. McNally Chief Executive Officer and  
(Principal Executive Officer) Director  
     
/s/    ROBERT J. MCNALLY    JIMMI SUE SMITH Senior Vice President February 15, 201814, 2019
Robert J. McNallyJimmi Sue Smith and Chief Financial Officer  
(Principal Financial Officer)    
     
/s/    JIMMI SUE SMITH     JEFFERY C. MITCHELL Chief Accounting OfficerVice President February 15, 201814, 2019
Jimmi Sue SmithJeffery C. Mitchell and Principal Accounting Officer  
(Principal Accounting Officer)
/s/    VICKY A. BAILEY    DirectorFebruary 15, 2018
Vicky A. Bailey    
     
/s/    PHILIP G. BEHRMAN     Director February 15, 201814, 2019
Philip G. Behrman
/s/    KENNETH M. BURKE    DirectorFebruary 15, 2018
Kenneth M. Burke    
     
/s/    A. BRAY CARY JR.     Director February 15, 201814, 2019
A. Bray Cary, Jr.    
     
/s/    MARGARET K. DORMANCHRISTINA A. CASSOTIS Director February 15, 201814, 2019
Margaret K. DormanChristina A. Cassotis    
     
/s/    THOMAS F. KARAMWILLIAM M. LAMBERT Director February 15, 201814, 2019
Thomas F. KaramWilliam M. Lambert    
     
/s/    DAVID L. PORGESGERALD F. MACCLEARY Executive ChairmanDirector February 15, 201814, 2019
David L. PorgesGerald F. MacCleary
/s/    ANITA M. POWERSDirectorFebruary 14, 2019
Anita M. Powers    
     
/s/    DANIEL J. RICE IV    Director February 15, 201814, 2019
Daniel J. Rice IV    
     
/s/    JAMES E. ROHR     DirectorChairman February 15, 201814, 2019
James E. Rohr
/s/    NORMAN J. SZYDLOWSKIDirectorFebruary 15, 2018
Norman J. Szydlowski    
     
/s/    STEPHEN A. THORINGTON Director February 15, 201814, 2019
Stephen A. Thorington    
     
/s/    LEE T. TODD, JR.      Director February 15, 201814, 2019
Lee T. Todd, Jr.    
     
/s/    CHRISTINE J. TORETTI      Director February 15, 201814, 2019
Christine J. Toretti
/s/    ROBERT F. VAGT DirectorFebruary 15, 2018
Robert F. Vagt    


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