filings.toolsItem 8. Financial Statements and Supplementary Data
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Item 8. Financial Statements and Supplementary Data
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, 2023 and 2022, the related consolidated statements of operations, comprehensive income (loss), cash flows and equity for each of the three years in the period ended December 31, 2023, and the related notes and financial statement schedule listed in the Index at Item 15(a) (collectively referred to as the "consolidated financial statements"). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2023, 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, 2023, 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 14, 2024 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.
Critical Audit Matters
The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.
Depreciation, depletion and amortization ('DD&A') of proved oil and natural gas properties
| Description of the Matter | At December 31, 2023, the net book value of the Company's proved oil and natural gas properties was $19,737 million, and depreciation, depletion and amortization (DD&A) expense was $1,732 million for the year then ended. As described in Note 1, under the successful efforts method of accounting, DD&A is recorded on a cost center basis using the units-of-production method. Proved developed reserves, as estimated by the Company's internal engineers, are used to calculate depreciation of wells and related equipment and facilities and amortization of intangible drilling costs. Total proved reserves, also estimated by the Company's engineers, are used to calculate depletion on property acquisitions. Proved natural gas, natural gas liquids (NGLs) and oil reserve estimates are prepared using standard geological and engineering methods generally recognized in the petroleum industry based on evaluations of estimated in-place hydrocarbon volumes using financial and non-financial inputs. Significant judgment is required by the Company's engineers in interpreting the data when estimating proved natural gas, NGLs and oil reserves. Estimating reserves also requires the selection of inputs, including natural gas, NGLs and oil price assumptions, and future operating and capital costs assumptions, among others. Because of the complexity involved in estimating natural gas, NGLs and oil reserves, management used independent engineers to audit the estimates prepared by the Company's internal engineers as of December 31, 2023. Auditing the Company's DD&A calculation is especially complex because of the use of the work of the internal engineers and the independent engineers and the evaluation of management's determination of the inputs described above used by the specialists in estimating proved natural gas, NGLs and oil reserves. | ||||
| How We Addressed the Matter in Our Audit | We obtained an understanding, evaluated the design and tested the operating effectiveness of the Company's controls over its process to calculate DD&A, including management’s controls over the completeness and accuracy of the financial data provided to the specialists for use in estimating the proved natural gas, NGLs and oil reserves. Our audit procedures included, among others, evaluating the professional qualifications and objectivity of the Company engineer primarily responsible for overseeing the preparation of the reserve estimates by the internal engineering staff and the independent engineers used to audit the estimates. In addition, we evaluated the completeness and accuracy of the financial data and inputs described above used by the specialists in estimating proved natural gas, NGLs and oil reserves by agreeing them to source documentation and we identified and evaluated corroborative and contrary evidence. For proved undeveloped reserves, we evaluated management's development plan for compliance with the SEC rule that undrilled locations are scheduled to be drilled within five years, unless specific circumstances justify a longer time, by assessing consistency of the development projections with the Company's drill plan and the availability of capital relative to the drill plan. We also tested the mathematical accuracy of the DD&A calculations, including comparing the proved natural gas, NGLs, and oil reserves amounts used in the Company's reserve report. |
Valuation of Acquired Natural Gas and Oil Properties
| Description of the Matter | As described in Note 6 to the consolidated financial statements, on August 22, 2023, the Company completed the acquisition of THQ Appalachia I, LLC and THQ-XcL Holdings I, LLC and subsidiaries. The Company’s accounting for the acquisition included determining the fair value of the acquired natural gas and oil properties. The determination of fair value of the acquired natural gas and oil properties included significant judgment and assumptions by management, including future commodity prices, anticipated production volumes, future operating and development costs, and a weighted average cost of capital (WACC). Auditing the Company's valuation of acquired natural gas and oil properties involved a high degree of subjectivity as the determination of fair value was based on assumptions as described above about future market and economic conditions. In addition, certain of the assumptions developed by the Company’s internal engineers in conjunction with the reserve estimates described in the preceding critical audit matter are used as inputs in the cash flow model. | ||||
| How We Addressed the Matter in Our Audit | We obtained an understanding, evaluated the design, and tested the operating effectiveness of controls over the Company's process to estimate fair value for the acquired natural gas and oil properties. For example, we tested controls over management's assessment of the appropriateness of the significant assumptions that are inputs to the fair value calculation and management’s review of the valuation model. Our audit procedures included, among others, evaluating the professional qualifications and objectivity of the Company engineer primarily responsible for overseeing the preparation of the reserve estimates by the internal engineering staff, the independent engineers used to audit the estimates, and the external valuation specialist used to assist with the determination of the fair value of certain acquired assets. Our testing of the Company’s estimate of fair value of the acquired natural gas and oil properties included, among other procedures, evaluating the significant assumptions used and testing the completeness and accuracy of the underlying data. The audit effort involved the use of our valuation specialists to assist in evaluating the appropriateness of the methodology used in the cash flow model, as well as testing the significant market-related assumptions described above used to develop the fair value estimate. We evaluated the reasonableness of management's assumptions by comparing the key market-related assumptions (including future natural gas prices and WACC rates) used in the cash flow model to external market and third-party data and anticipated production volumes to the reserve estimates audited by the independent engineers. |
/s/ Ernst & Young LLP
We have served as the Company's auditor since 1950.
Pittsburgh, Pennsylvania
February 14, 2024
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, 2023, 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, 2023, based on the COSO criteria.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2023 and 2022, the related consolidated statements of operations, comprehensive income (loss), cash flows and equity for each of the three years in the period ended December 31, 2023 and the related notes and the financial statement schedule listed in the Index at Item 15(a), and our report dated February 14, 2024 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 14, 2024
EQT CORPORATION AND SUBSIDIARIES
STATEMENTS OF CONSOLIDATED OPERATIONS
YEARS ENDED DECEMBER 31,
| 2023 | 2022 | 2021 | |||||||||||||||
| (Thousands, except per share amounts) | |||||||||||||||||
| Operating revenues: | |||||||||||||||||
| Sales of natural gas, natural gas liquids and oil | $ | 5,044,768 | $ | 12,114,168 | $ | 6,804,020 | |||||||||||
| Gain (loss) on derivatives | 1,838,941 | (4,642,932) | (3,775,042) | ||||||||||||||
| Net marketing services and other | 25,214 | 26,453 | 35,685 | ||||||||||||||
| Total operating revenues | 6,908,923 | 7,497,689 | 3,064,663 | ||||||||||||||
| Operating expenses: | |||||||||||||||||
| Transportation and processing | 2,157,260 | 2,116,976 | 1,942,165 | ||||||||||||||
| Production | 254,700 | 300,985 | 225,279 | ||||||||||||||
| Exploration | 3,330 | 3,438 | 24,403 | ||||||||||||||
| Selling, general and administrative | 236,171 | 252,645 | 196,315 | ||||||||||||||
| Depreciation and depletion | 1,732,142 | 1,665,962 | 1,676,702 | ||||||||||||||
| Loss (gain) on sale/exchange of long-lived assets | 17,445 | (8,446) | (21,124) | ||||||||||||||
| Impairment of contract asset | — | 214,195 | — | ||||||||||||||
| Impairment and expiration of leases | 109,421 | 176,606 | 311,835 | ||||||||||||||
| Other operating expenses | 84,043 | 57,331 | 70,063 | ||||||||||||||
| Total operating expenses | 4,594,512 | 4,779,692 | 4,425,638 | ||||||||||||||
| Operating income (loss) | 2,314,411 | 2,717,997 | (1,360,975) | ||||||||||||||
| (Income) loss from investments | (7,596) | 4,931 | (71,841) | ||||||||||||||
| Dividend and other income | (1,231) | (11,280) | (19,105) | ||||||||||||||
| Loss on debt extinguishment | 80 | 140,029 | 9,756 | ||||||||||||||
| Interest expense, net | 219,660 | 249,655 | 289,753 | ||||||||||||||
| Income (loss) before income taxes | 2,103,498 | 2,334,662 | (1,569,538) | ||||||||||||||
| Income tax expense (benefit) | 368,954 | 553,720 | (428,037) | ||||||||||||||
| Net income (loss) | 1,734,544 | 1,780,942 | (1,141,501) | ||||||||||||||
| Less: Net (loss) income attributable to noncontrolling interests | (688) | 9,977 | 1,246 | ||||||||||||||
| Net income (loss) attributable to EQT Corporation | $ | 1,735,232 | $ | 1,770,965 | $ | (1,142,747) | |||||||||||
| Income (loss) per share of common stock attributable to EQT Corporation: | |||||||||||||||||
| Basic: | |||||||||||||||||
| Weighted average common stock outstanding | 380,902 | 370,048 | 323,196 | ||||||||||||||
| Net income (loss) attributable to EQT Corporation | $ | 4.56 | $ | 4.79 | $ | (3.54) | |||||||||||
| Diluted (Note 1): | |||||||||||||||||
| Weighted average common stock outstanding | 413,224 | 406,495 | 323,196 | ||||||||||||||
| Net income (loss) attributable to EQT Corporation | $ | 4.22 | $ | 4.38 | $ | (3.54) |
The accompanying notes are an integral part of these Consolidated Financial Statements.
EQT CORPORATION AND SUBSIDIARIES
STATEMENTS OF CONSOLIDATED COMPREHENSIVE INCOME (LOSS)
YEARS ENDED DECEMBER 31,
| 2023 | 2022 | 2021 | |||||||||||||||
| (Thousands) | |||||||||||||||||
| Net income (loss) | $ | 1,734,544 | $ | 1,780,942 | $ | (1,141,501) | |||||||||||
| Other comprehensive income, net of tax: | |||||||||||||||||
| Other postretirement benefits liability adjustment, net of tax: $59, $488 and $254 | 310 | 1,617 | 744 | ||||||||||||||
| Comprehensive income (loss) | 1,734,854 | 1,782,559 | (1,140,757) | ||||||||||||||
| Less: Comprehensive (loss) income attributable to noncontrolling interests | (688) | 9,977 | 1,246 | ||||||||||||||
| Comprehensive income (loss) attributable to EQT Corporation | $ | 1,735,542 | $ | 1,772,582 | $ | (1,142,003) |
The accompanying notes are an integral part of these Consolidated Financial Statements.
EQT CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
DECEMBER 31,
| 2023 | 2022 | ||||||||||
| (Thousands) | |||||||||||
| ASSETS | |||||||||||
| Current assets: | |||||||||||
| Cash and cash equivalents | $ | 80,977 | $ | 1,458,644 | |||||||
| Accounts receivable (less provision for doubtful accounts: $663 and $605) | 823,695 | 1,608,089 | |||||||||
| Derivative instruments, at fair value | 978,634 | 812,371 | |||||||||
| Income tax receivable | 91,414 | — | |||||||||
| Prepaid expenses and other | 38,255 | 135,337 | |||||||||
| Total current assets | 2,012,975 | 4,014,441 | |||||||||
| Property, plant and equipment | 33,817,169 | 27,393,919 | |||||||||
| Less: Accumulated depreciation and depletion | 10,866,999 | 9,226,586 | |||||||||
| Net property, plant and equipment | 22,950,170 | 18,167,333 | |||||||||
| Other assets | 321,953 | 488,152 | |||||||||
| Total assets | $ | 25,285,098 | $ | 22,669,926 | |||||||
| LIABILITIES AND EQUITY | |||||||||||
| Current liabilities: | |||||||||||
| Current portion of debt | $ | 292,432 | $ | 422,632 | |||||||
| Accounts payable | 1,272,522 | 1,574,610 | |||||||||
| Derivative instruments, at fair value | 186,363 | 1,393,487 | |||||||||
| Other current liabilities | 285,523 | 341,491 | |||||||||
| Total current liabilities | 2,036,840 | 3,732,220 | |||||||||
| Term Loan Facility borrowings | 1,244,265 | — | |||||||||
| Senior notes | 4,176,180 | 5,167,849 | |||||||||
| Note payable to EQM Midstream Partners, LP | 82,236 | 88,484 | |||||||||
| Deferred income taxes | 1,904,821 | 1,442,406 | |||||||||
| Other liabilities and credits | 1,059,939 | 1,025,639 | |||||||||
| Total liabilities | 10,504,281 | 11,456,598 | |||||||||
| Equity: | |||||||||||
| Common stock, no par value, shares authorized: 640,000, shares issued: 419,896 and 365,363 | 12,093,986 | 9,891,890 | |||||||||
| Retained earnings | 2,681,898 | 1,283,578 | |||||||||
| Accumulated other comprehensive loss | (2,684) | (2,994) | |||||||||
| Total common shareholders' equity | 14,773,200 | 11,172,474 | |||||||||
| Noncontrolling interest in consolidated subsidiaries | 7,617 | 40,854 | |||||||||
| Total equity | 14,780,817 | 11,213,328 | |||||||||
| Total liabilities and equity | $ | 25,285,098 | $ | 22,669,926 |
The accompanying notes are an integral part of these Consolidated Financial Statements.
EQT CORPORATION AND SUBSIDIARIES
STATEMENTS OF CONSOLIDATED CASH FLOWS
YEARS ENDED DECEMBER 31,
| 2023 | 2022 | 2021 | |||||||||||||||
| (Thousands) | |||||||||||||||||
| Cash flows from operating activities: | |||||||||||||||||
| Net income (loss) | $ | 1,734,544 | $ | 1,780,942 | $ | (1,141,501) | |||||||||||
| Adjustments to reconcile net income (loss) to net cash provided by operating activities: | |||||||||||||||||
| Deferred income tax expense (benefit) | 384,666 | 534,612 | (427,470) | ||||||||||||||
| Depreciation and depletion | 1,732,142 | 1,665,962 | 1,676,702 | ||||||||||||||
| Impairments and loss/gain on sale/exchange of long-lived assets | 126,866 | 382,355 | 290,711 | ||||||||||||||
| (Income) loss from investments | (7,596) | 4,931 | (71,841) | ||||||||||||||
| Loss on debt extinguishment | 80 | 140,029 | 9,756 | ||||||||||||||
| Share-based compensation expense | 49,834 | 45,201 | 28,169 | ||||||||||||||
| Distribution of earnings from equity method investment | 18,693 | 50,220 | 14,911 | ||||||||||||||
| Amortization, accretion and other | 16,943 | 32,645 | 32,175 | ||||||||||||||
| (Gain) loss on derivatives | (1,838,941) | 4,642,932 | 3,775,042 | ||||||||||||||
| Net cash settlements received (paid) on derivatives | 900,650 | (5,927,698) | (2,091,003) | ||||||||||||||
| Net premiums (paid) received on derivative instruments | (322,663) | 14,200 | (66,495) | ||||||||||||||
| Changes in other assets and liabilities: | |||||||||||||||||
| Accounts receivable | 867,679 | (168,978) | (699,992) | ||||||||||||||
| Accounts payable | (406,113) | 181,459 | 456,988 | ||||||||||||||
| Other current assets | 93,787 | 48,576 | (75,100) | ||||||||||||||
| Other items, net | (171,721) | 38,172 | (48,604) | ||||||||||||||
| Net cash provided by operating activities | 3,178,850 | 3,465,560 | 1,662,448 | ||||||||||||||
| Cash flows from investing activities: | |||||||||||||||||
| Capital expenditures | (2,019,037) | (1,400,443) | (1,055,128) | ||||||||||||||
| Cash paid for acquisitions, net of cash acquired (Note 6) | (2,271,881) | (205,347) | (1,030,239) | ||||||||||||||
| Proceeds from sale/exchange of assets | 4,200 | 8,572 | 2,452 | ||||||||||||||
| Proceeds from sale of investment shares | — | 189,249 | 24,369 | ||||||||||||||
| Other investing activities | (26,937) | (13,784) | (14,196) | ||||||||||||||
| Net cash used in investing activities | (4,313,655) | (1,421,753) | (2,072,742) | ||||||||||||||
| Cash flows from financing activities: | |||||||||||||||||
| Proceeds from revolving credit facility borrowings | 1,007,000 | 10,242,000 | 8,086,000 | ||||||||||||||
| Repayment of revolving credit facility borrowings | (1,007,000) | (10,242,000) | (8,386,000) | ||||||||||||||
| Proceeds from issuance of debt | 1,250,000 | 1,000,000 | 1,000,000 | ||||||||||||||
| Debt issuance costs | (5,336) | (26,506) | (19,713) | ||||||||||||||
| Repayment and retirement of debt | (1,015,836) | (917,039) | (154,336) | ||||||||||||||
| Discounts received (premiums paid) on debt extinguishment | 5,178 | (135,308) | (9,599) | ||||||||||||||
| Dividends paid | (228,339) | (203,629) | — | ||||||||||||||
| Repurchase and retirement of common stock | (201,029) | (409,485) | (12,922) | ||||||||||||||
| Net (distribution to) contribution from noncontrolling interest | (7,322) | 3,408 | 7,500 | ||||||||||||||
| Other financing activities | (40,178) | (10,567) | (4,883) | ||||||||||||||
| Net cash (used in) provided by financing activities | (242,862) | (699,126) | 506,047 | ||||||||||||||
| Net change in cash and cash equivalents | (1,377,667) | 1,344,681 | 95,753 | ||||||||||||||
| Cash and cash equivalents at beginning of year | 1,458,644 | 113,963 | 18,210 | ||||||||||||||
| Cash and cash equivalents at end of year | $ | 80,977 | $ | 1,458,644 | $ | 113,963 |
The accompanying notes are an integral part of these Consolidated Financial Statements.
See Note 1 for supplemental cash flow information.
EQT CORPORATION AND SUBSIDIARIES
STATEMENTS OF CONSOLIDATED EQUITY
YEARS ENDED DECEMBER 31, 2023, 2022 and 2021
| Common Stock | Treasury Stock | Retained Earnings (Accumulated Deficit) | Accumulated Other Comprehensive Loss (a) | Noncontrolling Interest in Consolidated Subsidiaries | |||||||||||||||||||||||||||||||||||||
| Shares | No Par Value | Total Equity | |||||||||||||||||||||||||||||||||||||||
| (Thousands, except per share amounts) | |||||||||||||||||||||||||||||||||||||||||
| Balance at December 31, 2020 | 278,345 | $ | 8,145,539 | $ | (29,348) | $ | 1,056,626 | $ | (5,355) | $ | 7,490 | $ | 9,174,952 | ||||||||||||||||||||||||||||
| Comprehensive loss, net of tax: | |||||||||||||||||||||||||||||||||||||||||
| Net (loss) income | (1,142,747) | 1,246 | (1,141,501) | ||||||||||||||||||||||||||||||||||||||
| Other postretirement benefits liability adjustment, net of tax: $254 | 744 | 744 | |||||||||||||||||||||||||||||||||||||||
| Share-based compensation plans | 627 | 21,982 | 11,302 | 33,284 | |||||||||||||||||||||||||||||||||||||
| Repurchase and retirement of common stock | (1,362) | (21,106) | (8,279) | (29,385) | |||||||||||||||||||||||||||||||||||||
| Alta Acquisition | 98,789 | 1,925,405 | 1,925,405 | ||||||||||||||||||||||||||||||||||||||
| Contribution from noncontrolling interest | 7,500 | 7,500 | |||||||||||||||||||||||||||||||||||||||
| Balance at December 31, 2021 | 376,399 | 10,071,820 | (18,046) | (94,400) | (4,611) | 16,236 | 9,970,999 | ||||||||||||||||||||||||||||||||||
| Comprehensive income, net of tax: | |||||||||||||||||||||||||||||||||||||||||
| Net income | 1,770,965 | 9,977 | 1,780,942 | ||||||||||||||||||||||||||||||||||||||
| Other postretirement benefits liability adjustment, net of tax: $488 | 1,617 | 1,617 | |||||||||||||||||||||||||||||||||||||||
| Dividends ($0.55 per share) | (203,629) | (203,629) | |||||||||||||||||||||||||||||||||||||||
| Share-based compensation plans | 2,100 | 23,671 | 18,046 | 41,717 | |||||||||||||||||||||||||||||||||||||
| Convertible Notes settlements | 4 | 63 | 63 | ||||||||||||||||||||||||||||||||||||||
| Repurchase and retirement of common stock | (13,140) | (203,664) | (189,358) | (393,022) | |||||||||||||||||||||||||||||||||||||
| Distribution to noncontrolling interest | (11,592) | (11,592) | |||||||||||||||||||||||||||||||||||||||
| Contribution from noncontrolling interest | 15,000 | 15,000 | |||||||||||||||||||||||||||||||||||||||
| Other | 11,233 | 11,233 | |||||||||||||||||||||||||||||||||||||||
| Balance at December 31, 2022 | 365,363 | 9,891,890 | — | 1,283,578 | (2,994) | 40,854 | 11,213,328 | ||||||||||||||||||||||||||||||||||
| Comprehensive income, net of tax: | |||||||||||||||||||||||||||||||||||||||||
| Net income (loss) | 1,735,232 | (688) | 1,734,544 | ||||||||||||||||||||||||||||||||||||||
| Other postretirement benefits liability adjustment, net of tax: $59 | 310 | 310 | |||||||||||||||||||||||||||||||||||||||
| Dividends ($0.61 per share) | (228,339) | (228,339) | |||||||||||||||||||||||||||||||||||||||
| Share-based compensation plans | 2,274 | 18,180 | 18,180 | ||||||||||||||||||||||||||||||||||||||
| Convertible Notes settlements | 8,565 | 122,830 | 122,830 | ||||||||||||||||||||||||||||||||||||||
| Repurchase and retirement of common stock | (5,906) | (91,545) | (109,484) | (201,029) | |||||||||||||||||||||||||||||||||||||
| Tug Hill and XcL Midstream Acquisition | 49,600 | 2,152,631 | 2,152,631 | ||||||||||||||||||||||||||||||||||||||
| Distribution to noncontrolling interest | (11,072) | (11,072) | |||||||||||||||||||||||||||||||||||||||
| Contribution from noncontrolling interest | 3,750 | 3,750 | |||||||||||||||||||||||||||||||||||||||
| Dissolution of consolidated variable interest entity | (25,227) | (25,227) | |||||||||||||||||||||||||||||||||||||||
| Other | 911 | 911 | |||||||||||||||||||||||||||||||||||||||
| Balance at December 31, 2023 | 419,896 | $ | 12,093,986 | $ | — | $ | 2,681,898 | $ | (2,684) | $ | 7,617 | $ | 14,780,817 |
Common shares authorized (in thousands): 640,000. Preferred shares authorized (in thousands): 3,000. There were no preferred shares issued or outstanding.
(a)Amounts included in accumulated other comprehensive loss are related to other postretirement benefits liability adjustments, net of tax, which are attributable to net actuarial losses and net prior service costs.
The accompanying notes are an integral part of these Consolidated Financial Statements.
EQT CORPORATION AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2023
1. Summary of Significant Accounting Policies
Nature of Operations. EQT Corporation is a natural gas production company with operations focused in the Appalachian Basin.
Principles of Consolidation. The Consolidated Financial Statements include the accounts of EQT Corporation and all subsidiaries, ventures and partnerships in which EQT Corporation directly or indirectly holds a controlling interest (collectively, the Company). Intercompany accounts and transactions have been eliminated in consolidation.
Management evaluates whether an entity is a variable interest entity and whether the Company is the primary beneficiary of that entity or interest; consolidation is required if both criteria are met. The Company records noncontrolling interest in its Consolidated Financial Statements for any non-wholly-owned consolidated subsidiary. See "Equity Method Investments" and "Investments in Equity Securities" for accounting policies for the Company's investments in entities that it does not consolidate.
In 2020, the Company entered into a partnership (the Partnership) with a third-party investor (the Investor) to purchase certain mineral rights in the Appalachian Basin. During 2023, the Partnership's assets were distributed pro rata to the Company and the Investor, and the Partnership was dissolved. Prior to the Partnership's dissolution, the Company consolidated the Partnership as management had determined that the Partnership was a variable interest entity, and the Company was the primary beneficiary of the Partnership.
Certain of the Company's midstream gathering systems are not wholly owned but are operated by the Company pursuant to a construction, ownership and operation agreement. The Company records the pro rata share of revenues, expenses, assets and liabilities that it is entitled under such agreement in the Company's financial statements.
Segments. 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 operating revenues, income from operations and assets are generated and located in the United States.
Reclassification. Certain previously reported amounts have been reclassified to conform to the current year presentation.
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 herein. Actual results could differ from those estimates.
Cash and Cash Equivalents. The Company considers all highly-liquid investments with an original maturity of three months or less when purchased to be cash equivalents and accounts for such investments at cost. Interest earned on cash equivalents is included as a reduction of interest expense, net.
Accounts Receivable. The Company's accounts receivable relates primarily to the sales of natural gas, natural gas liquids (NGLs) and oil and amounts due from joint interest partners. See Note 2 for a discussion of amounts due from contracts with customers.
Derivative Instruments. See Note 3 for a discussion of the Company's derivative instruments and Note 4 for a description of the fair value hierarchy and a discussion of the Company's fair value measurements.
Property, Plant and Equipment. The following table summarizes the Company's property, plant and equipment.
| December 31, | |||||||||||
| 2023 | 2022 | ||||||||||
| (Thousands) | |||||||||||
| Oil and gas producing properties | $ | 32,510,595 | $ | 26,890,562 | |||||||
| Less: Accumulated depreciation and depletion | 10,734,099 | 9,119,553 | |||||||||
| Net oil and gas producing properties | 21,776,496 | 17,771,009 | |||||||||
| Other properties, at cost less accumulated depreciation | 1,173,674 | 396,324 | |||||||||
| Net property, plant and equipment | $ | 22,950,170 | $ | 18,167,333 |
The Company uses the successful efforts method of accounting for gas, NGLs and oil producing activities. Under this method, the cost of productive wells and related equipment, development dry holes and productive acreage, including productive mineral interests, are capitalized and depleted using the unit-of-production method. These costs include salaries, benefits and other internal costs directly attributable to production activities. The Company capitalized internal costs of approximately $60 million, $51 million and $58 million in 2023, 2022 and 2021, respectively. The Company also capitalized interest expense related to well development of approximately $41 million, $28 million and $18 million in 2023, 2022 and 2021, respectively. Depletion expense is calculated based on actual produced sales volume multiplied by the applicable depletion rate per unit. Depletion rates for leases and wells are each calculated by dividing net capitalized costs by the number of units expected to be produced over the life of the reserves separately. Costs for exploratory dry holes, exploratory geological and geophysical activities and delay rentals as well as other property carrying costs are charged to exploration expense. The Company's producing oil and gas properties had an overall average depletion rate of $0.84, $0.85 and $0.89 per Mcfe for the years ended December 31, 2023, 2022 and 2021, respectively.
There were no exploratory wells drilled during 2023, 2022 and 2021, and there were no capitalized exploratory well costs for the years ended December 31, 2023, 2022 and 2021.
Impairment of Proved Oil and Gas Properties. 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. To determine whether impairment of the Company's oil and gas properties has occurred, the Company compares the estimated expected undiscounted future cash flows to the carrying values of those properties. Estimated future cash flows are based on proved and, if determined reasonable by management, risk-adjusted probable reserves and assumptions generally consistent with the assumptions used by the Company 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 for basis differentials, future operating costs and 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 rates and other assumptions that marketplace participants would use in their fair value estimates. There were no indicators of impairment to the Company's material asset groups identified during 2023, 2022 and 2021.
Impairment and Expiration of Leases. Capitalized costs of unproved oil and gas properties are evaluated for recoverability on a prospective basis at least annually. Indicators of potential impairment include changes due to economic factors, potential shifts in business strategy 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. The Company recognizes impairment if the Company does not have the intent to drill on the leased property prior to expiration of the lease or does not have the intent and ability to extend, renew, trade or sell the lease prior to expiration. For the years ended December 31, 2023, 2022 and 2021, the Company recorded $109.4 million, $176.6 million and $311.8 million, respectively, for impairment and expiration of leases. The Company's unproved properties had a net book value of approximately $2,039 million and $1,748 million as of December 31, 2023 and 2022, respectively.
Equity Method Investments. The Company applies the equity method of accounting to its investments in entities that the Company does not have the power to direct the activities that most significantly affect those entities' economic performance but does have the ability to exercise significant influence over. The Company evaluates its equity method investments for impairment when events or changes in circumstances indicate that the investment's fair value is less than its carrying value. The recognition of an impairment loss is required if the impairment is considered other than temporary.
As of December 31, 2023, the Company held a 31% ownership interest in Laurel Mountain Midstream, LLC (LMM), which owns gathering assets that are operated by The Williams Companies, Inc., and an approximate 15.43% ownership interest in WATT Fuel Cell Corporation (WATT), a developer and manufacturer of solid oxide fuel cell stacks and systems that operate on common, readily available fuels such as propane and natural gas. As of December 31, 2023 and 2022, the carrying value of the Company's equity method investments was $56.6 million and $66.4 million, respectively, and was presented in other assets in the Consolidated Balance Sheets. The Company's pro-rata share of income/loss from the Company's equity method investments is recorded in (income) loss from investments in the Statements of Consolidated Operations.
Investments in Equity Securities. As of December 31, 2023, the Company held an investment in a fund (the Investment Fund) that invests in companies that develop technology and operating solutions for exploration and production companies. The Company does not have the ability to exercise significant influence over the Investment Fund and, as such, accounts for its interests in the Investment Fund as an investment in equity security. As of December 31, 2023 and 2022, the fair value of the Company's investment in the Investment Fund was $36.1 million and $31.2 million, respectively, and was presented in other assets in the Consolidated Balance Sheets. The Company computes the fair value of the Company's investment in the Investment Fund using, as a practical expedient, the net asset value provided in the financial statements received from fund managers. Changes in the fair value of the Company's investment in the Investment Fund are recorded in (income) loss from investments in the Statements of Consolidated Operations. Dividends received on the Company's investment in the Investment Fund are recorded in dividend and other income in the Statements of Consolidated Operations.
During 2022, the Company sold all of its then-owned shares of common stock of Equitrans Midstream Corporation (Equitrans Midstream). Prior to the Company's sale of Equitrans Midstream's common stock, the Company accounted for its investment in Equitrans Midstream as an investment in equity security. Changes in the fair value of the Company's investment in Equitrans Midstream were recorded in (income) loss from investments in the Statements of Consolidated Operations. Dividends received on the Company's investment in Equitrans Midstream were recorded in dividend and other income in the Statements of Consolidated Operations.
Contract Asset. See Note 5 for discussion of the Company's contract asset and impairment thereof.
Other Current Liabilities. The following table summarizes the Company's other current liabilities.
| December 31, | |||||||||||
| 2023 | 2022 | ||||||||||
| (Thousands) | |||||||||||
| Accrued interest payable | $ | 80,520 | $ | 88,484 | |||||||
| Accrued taxes other than income | 62,391 | 84,755 | |||||||||
| Current portion of lease liabilities | 46,380 | 35,449 | |||||||||
| Current portion of long-term capacity contracts | 43,233 | 39,589 | |||||||||
| Accrued incentive compensation | 24,542 | 50,894 | |||||||||
| Other accrued liabilities | 28,457 | 42,320 | |||||||||
| Total other current liabilities | $ | 285,523 | $ | 341,491 |
Unamortized Debt Discount and Issuance Expense. Discounts and expenses incurred with the issuance of debt are amortized over the life of the debt. These amounts are presented as a reduction of debt in the Consolidated Balance Sheets. See Note 8.
Income Taxes. The Company files a consolidated U.S. federal income tax return and uses 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 other comprehensive loss. Any refinements to prior year taxes made in the current year due to new information are reflected as adjustments in the current period. Separate income taxes are calculated for items charged or credited directly to shareholders' equity.
Deferred tax assets and liabilities arise from temporary differences between the financial reporting and tax bases of the Company's 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 a portion or all of the deferred tax asset will not be realized. When evaluating whether or not a valuation allowance should be established, the Company exercises judgment on whether it is more likely than not (a likelihood of more than 50%) that a portion or all of the deferred tax assets will not be realized. To determine whether a valuation allowance is needed, the Company considers all available evidence, both positive and negative, including carrybacks, tax planning strategies, reversals of deferred tax assets and liabilities and forecasted future taxable income.
In accounting for uncertainty of a tax position taken or expected to be taken in a tax return, the Company uses 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. If it is more likely than not that a tax position will be sustained, the Company measures and recognizes the tax position at the largest amount of benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. To determine the amount of financial statement benefit recorded for uncertain tax positions, the Company considers the amounts and probabilities of outcomes that could be realized upon ultimate settlement of an uncertain tax position using facts, circumstances and information available at the reporting date. The Company recognizes accrued interest and penalties related to unrecognized tax benefits in income tax expense. See Note 7.
Insurance. The Company maintains insurance to cover traditional insurable risks such as general liability, workers compensation, auto liability, environmental liability, property damage, business interruption, fiduciary liability, director and officers' liability and other risks. These policies may be subject to deductible or retention amounts, coverage limitations and exclusions. The Company was previously self-insured for certain material losses related to general liability, workers compensation and environmental liability; however, the Company now maintains insurance for such losses arising on or after November 12, 2020. Reserves are estimated based on analyses of historical data and actuarial estimates, where applicable, and are not discounted. The recorded reserves represent estimates of the ultimate cost of claims incurred as of the balance sheet date. The liabilities are reviewed by the Company quarterly and by independent actuaries, where applicable, annually to ensure appropriateness.
Asset Retirement Obligations. The Company accrues a liability for asset retirement obligations based on an estimate of the amount and timing of settlement. For oil and gas wells, the fair value of the Company's plugging and abandonment obligations is recorded at the time the obligation is incurred, which is typically at the time the well is 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 and depletion expense. The initial capitalized costs are depleted over the useful lives of the related assets.
The Company's asset retirement obligations related to the abandonment of oil and gas producing facilities include reclaiming well pads, reclaiming water impoundments, plugging wells and dismantling related structures. Estimates are based on historical experience of plugging and abandoning wells and reclaiming or disposing other assets and estimated remaining lives of the wells and assets.
The Company is under no legal or contractual obligation to restore or dismantle its midstream assets upon abandonment. In addition, the Company is responsible for the operation and maintenance of its midstream assets and intends to continue such operation and maintenance so long as supply and demand for natural gas exists. As the Company expects supply and demand for natural gas to exist into the foreseeable future, the Company has not recorded asset retirement obligations for its midstream assets.
The following table presents a reconciliation of the beginning and ending carrying amounts of the Company's asset retirement obligations included in other liabilities and credits in the Consolidated Balance Sheets.
| December 31, | |||||||||||
| 2023 | 2022 | ||||||||||
| (Thousands) | |||||||||||
| Balance at January 1 | $ | 732,803 | $ | 661,334 | |||||||
| Accretion expense | 47,700 | 36,613 | |||||||||
| Liabilities incurred | 10,515 | 34,363 | |||||||||
| Liabilities settled | (33,938) | (19,055) | |||||||||
| Liabilities assumed in acquisitions | 64,424 | — | |||||||||
| Liabilities removed in divestitures | (6,480) | (697) | |||||||||
| Change in estimates (a) | 96,033 | 20,245 | |||||||||
| Balance at December 31 | $ | 911,057 | $ | 732,803 |
(a)During 2023, the Company recorded changes in estimates attributable primarily to inflation on estimated plugging costs.
The Company does not have any assets that are legally restricted for purposes of settling these obligations. The Company operates in several states that have implemented expanded requirements resulting in the Company's use of additional materials during the plugging process, which has increased the estimated cost for plugging horizontal and conventional wells.
Revenue Recognition. For information on revenue recognition from contracts with customers and gains and losses on derivative commodity instruments see Notes 2 and 3, respectively.
Transportation and Processing. Costs incurred to gather, process and transport gas produced by the 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 the Company, are reflected as a deduction from net marketing services and other revenues.
Share-based Compensation. See Note 10 for a discussion of the Company's share-based compensation plans.
Provision for Doubtful Accounts. Reserves for uncollectible accounts are recorded in selling, general and administrative expense in the Statements of Consolidated Operations. Judgment is required to assess the ultimate realization of the Company's accounts receivable. Reserves are based on historical experience, current and expected economic trends and specific information about customer accounts, such as the customer's creditworthiness.
Other Operating Expenses. The following table summarizes the Company's other operating expenses.
| Years Ended December 31, | |||||||||||||||||
| 2023 | 2022 | 2021 | |||||||||||||||
| (Thousands) | |||||||||||||||||
| Transactions | $ | 56,263 | $ | 14,185 | $ | 57,430 | |||||||||||
| Energy transition initiatives | 12,244 | 11,985 | — | ||||||||||||||
| Changes in legal and environmental reserves, including settlements | 9,342 | 30,394 | 5,175 | ||||||||||||||
| Other | 6,194 | 767 | 7,458 | ||||||||||||||
| Total other operating expenses | $ | 84,043 | $ | 57,331 | $ | 70,063 |
Defined Contribution Plan and Other Postretirement Benefits Plan. The Company recognized expense related to its defined contribution plan of $9.0 million, $7.8 million and $7.0 million for the years ended December 31, 2023, 2022 and 2021, respectively. In addition, the Company sponsors an other postretirement benefits plan.
Income Per Share. Basic income per share is computed by dividing net income (loss) attributable to EQT Corporation by the weighted average number of common shares outstanding during the period. Diluted income per share is computed by dividing the sum of net income (loss) attributable to EQT Corporation plus the applicable numerator adjustments by the weighted average number of common shares and potentially dilutive securities, net of shares assumed to be repurchased using the treasury stock method. Potentially dilutive securities arise from the assumed conversion of outstanding stock options and other share-based awards as well as, prior to the Redemption (defined in Note 8), the Convertible Notes (defined in Note 8). Purchases of treasury shares are calculated using the average share price of EQT Corporation common stock during the period. Prior to the Redemption, the Company used the if-converted method to calculate the impact of the Convertible Notes on diluted income per share.
The table below provides the computation for basic and diluted income per share.
| Years Ended December 31, | |||||||||||||||||
| 2023 | 2022 | 2021 | |||||||||||||||
| (Thousands, except per share amounts) | |||||||||||||||||
| Net income (loss) attributable to EQT Corporation – Basic income (loss) available to shareholders | $ | 1,735,232 | $ | 1,770,965 | $ | (1,142,747) | |||||||||||
| Add back: Interest expense on Convertible Notes, net of tax (a) | 7,551 | 8,019 | — | ||||||||||||||
| Diluted income (loss) available to shareholders | $ | 1,742,783 | $ | 1,778,984 | $ | (1,142,747) | |||||||||||
| Weighted average common stock outstanding – Basic | 380,902 | 370,048 | 323,196 | ||||||||||||||
| Options, restricted stock, performance awards and stock appreciation rights (a) | 5,232 | 5,731 | — | ||||||||||||||
| Convertible Notes (a) | 27,090 | 30,716 | — | ||||||||||||||
| Weighted average common stock outstanding – Diluted | 413,224 | 406,495 | 323,196 | ||||||||||||||
| Income (loss) per share of common stock attributable to EQT Corporation: | |||||||||||||||||
| Basic | $ | 4.56 | $ | 4.79 | $ | (3.54) | |||||||||||
| Diluted | $ | 4.22 | $ | 4.38 | $ | (3.54) |
(a)In periods when the Company reports a net loss, all options, restricted stock, performance awards and stock appreciation rights are excluded from the calculation of diluted weighted average shares outstanding because of their anti-dilutive effect on loss per share. As a result, for the year ended December 31, 2021, all such securities of 8.2 million were excluded from potentially dilutive securities because of their anti-dilutive effect on loss per share.
The Company uses the if-converted method to calculate the impact of the Convertible Notes on diluted income (loss) per share. For the year ended December 31, 2021, such if-converted securities of approximately 33.3 million were excluded from potentially dilutive securities because of their anti-dilutive effect on loss per share.
Supplemental Cash Flow Information. The following table summarizes net cash paid for interest and income taxes and non-cash activity included in the Statements of Consolidated Cash Flows.
| Years Ended December 31, | |||||||||||||||||
| 2023 | 2022 | 2021 | |||||||||||||||
| (Thousands) | |||||||||||||||||
| Cash paid during the year for: | |||||||||||||||||
| Interest, net of amount capitalized | $ | 213,141 | $ | 236,797 | $ | 280,511 | |||||||||||
| Income taxes, net | 13,350 | 20,773 | 19,155 | ||||||||||||||
| Non-cash activity during the period for: | |||||||||||||||||
| Equity issued as consideration for acquisitions (Note 6) | $ | 2,152,631 | $ | — | $ | 1,925,405 | |||||||||||
| Issuance of common stock for Convertible Notes settlement | 122,830 | 63 | — | ||||||||||||||
| Increase in asset retirement costs and obligations | 106,548 | 54,608 | 15,961 | ||||||||||||||
| Increase in right-of-use assets and lease liabilities, net | 45,774 | 23,356 | 20,834 | ||||||||||||||
| Dissolution of consolidated variable interest entity | 25,227 | — | — | ||||||||||||||
| Capitalization of non-cash equity share-based compensation | 6,287 | 5,406 | 4,994 |
Recently Issued Accounting Standards
In November 2023, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures to improve reportable segment disclosure requirements, primarily through the requirement of enhanced disclosure of significant segment expenses. In addition, this ASU enhances interim disclosure requirements, clarifies circumstances in which an entity can disclose multiple segment measures of profit or loss and provides new segment disclosure requirements for entities with a single reportable segment. This ASU is effective for fiscal years beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024, and early adoption is permitted. The Company does not expect adoption of ASU 2023-07 to have a material impact on its financial statements and related disclosures.
In December 2023, the FASB issued ASU 2023-09, Income Taxes: Improvements to Income Tax Disclosures to improve its income tax disclosure requirements. Under this ASU, public business entities must annually (1) disclose specific categories in the rate reconciliation and (2) provide additional information for reconciling items that meet a quantitative threshold. This ASU is effective for fiscal years beginning after December 15, 2024, and early adoption is permitted. The Company does not expect adoption of ASU 2023-09 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. Revenue from Contracts with Customers
Under the Company's natural gas, NGLs and oil sales contracts, the Company generally considers the delivery of each unit (MMBtu or Bbl) to be a separate performance obligation that is satisfied upon delivery. These contracts typically require payment within 25 days of the end of the calendar month in which the commodity is delivered. A significant number of these contracts contain variable consideration because the payment terms refer to market prices at future delivery dates. In these situations, the Company has not identified a standalone selling price because the terms of the variable payments relate specifically to the Company's efforts to satisfy the performance obligations. Other contracts, such as fixed price contracts or contracts with a fixed differential to New York Mercantile Exchange (NYMEX) or index prices, contain fixed consideration. 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 generally concludes that the fixed price or fixed differentials in the contracts are representative of the standalone selling price.
Based on management's judgment, the performance obligations for the sale of natural gas, NGLs and oil are satisfied at a point in time because the customer obtains control and legal title of the asset when the natural gas, NGLs or oil is delivered to the designated sales point.
The sales of natural gas, NGLs and oil presented in the Statements of Consolidated Operations represent the Company's share of revenues net of royalties and exclude revenue interests owned by others. When selling natural gas, NGLs and oil on behalf of royalty or working interest owners, the Company acts as an agent and, thus, reports the revenue on a net basis.
For contracts with customers where the Company's performance obligations had been satisfied and an unconditional right to consideration existed as of the balance sheet date, the Company recorded amounts due from contracts with customers of $584.8 million and $1,171.9 million in accounts receivable in the Consolidated Balance Sheets as of December 31, 2023 and 2022, respectively.
The table below provides disaggregated information on the Company's revenues. Certain other revenue contracts are outside the scope of ASU 2014-09, Revenue from Contracts with Customers. These contracts are reported in net marketing services and other in the Statements of Consolidated Operations. Derivative contracts are also outside the scope of ASU 2014-09.
| Years Ended December 31, | |||||||||||||||||
| 2023 | 2022 | 2021 | |||||||||||||||
| (Thousands) | |||||||||||||||||
| Revenues from contracts with customers: | |||||||||||||||||
| Natural gas sales | $ | 4,520,817 | $ | 11,448,293 | $ | 6,180,176 | |||||||||||
| NGLs sales | 427,760 | 586,715 | 531,510 | ||||||||||||||
| Oil sales | 96,191 | 79,160 | 92,334 | ||||||||||||||
| Total revenues from contracts with customers | $ | 5,044,768 | $ | 12,114,168 | $ | 6,804,020 | |||||||||||
| Other sources of revenue: | |||||||||||||||||
| Gain (loss) on derivatives | $ | 1,838,941 | $ | (4,642,932) | $ | (3,775,042) | |||||||||||
| Net marketing services and other | 25,214 | 26,453 | 35,685 | ||||||||||||||
| Total operating revenues | $ | 6,908,923 | $ | 7,497,689 | $ | 3,064,663 |
As of December 31, 2023, the aggregate amount of transaction price allocated to the Company's remaining performance obligations on its natural gas sales contracts with fixed consideration was $0.5 million, which the Company expects to recognize in 2024.
3. Derivative Instruments
The Company's primary market risk exposure is the volatility of future prices for natural gas and NGLs, which can affect the Company's operating results. The Company uses derivative commodity instruments to hedge its cash flows from sales of produced natural gas and NGLs. The overall objective of the Company's hedging program is to protect cash flows from undue exposure to the risk of changing commodity prices.
The derivative commodity instruments used by the Company are primarily swap, collar and option agreements. These agreements may require payments to, or receipt of payments from, counterparties based on the differential between two prices for the commodity. The Company uses these agreements to hedge its NYMEX and basis exposure. The Company may also use other contractual agreements when executing its commodity hedging strategy. The Company typically enters into over the counter (OTC) derivative commodity instruments with financial institutions, and the creditworthiness of all counterparties is regularly monitored.
The Company does not designate any of its derivative instruments as cash flow hedges; therefore, all changes in fair value of the Company's derivative instruments are recognized in operating revenues in gain (loss) on derivatives in the Statements of Consolidated Operations. 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.
Contracts that result in physical delivery of a commodity expected to be sold by the Company in the normal course of business are generally designated as normal sales and are exempt from derivative accounting. Contracts that result in the physical receipt or delivery of a commodity but are not designated or do not meet all of the criteria to qualify for the normal purchase and normal sale scope exception are subject to derivative accounting.
The Company's OTC derivative instruments generally 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 operating activities in the Statements of Consolidated Cash Flows.
With respect to the derivative commodity instruments held by the Company, the Company hedged portions of its expected sales of production and portions of its basis exposure covering approximately 2,045 billion cubic feet (Bcf) of natural gas and 1,049 thousand barrels (Mbbl) of NGLs as of December 31, 2023 and 1,424 Bcf of natural gas and 1,483 Mbbl of NGLs as of December 31, 2022. The open positions at both December 31, 2023 and 2022 had maturities extending through December 2027.
Certain of the Company's OTC derivative instrument contracts provide that, if the Company's credit rating assigned by Moody's Investors Service, Inc. (Moody's), S&P Global Ratings (S&P) or Fitch Ratings Service (Fitch) is below the agreed-upon credit rating threshold (typically, below investment grade) and if the associated derivative liability exceeds the agreed-upon dollar threshold for such credit rating, the counterparty to such contract can require the Company to deposit collateral. Similarly, if such counterparty's credit rating assigned by Moody's, S&P or Fitch is below the agreed-upon credit rating threshold and if the associated derivative liability exceeds the agreed-upon dollar threshold for such credit rating, the Company can require the counterparty to deposit collateral with the Company. Such collateral can be up to 100% of the derivative liability. Investment grade refers to the quality of a company's credit as assessed by one or more credit rating agencies. To be considered investment grade, a company must be rated "Baa3" or higher by Moody's, "BBB–" or higher by S&P and "BBB–" or higher by Fitch. Anything below these ratings is considered non-investment grade. As of December 31, 2023, the Company's senior notes were rated "Baa3" by Moody's, "BBB–" by S&P and "BBB–" by Fitch.
When the net fair value of any of the Company's OTC derivative instrument contracts represents a liability to the Company that is in excess of the agreed-upon dollar threshold for the Company's then-applicable credit rating, the counterparty has the right to require the Company to remit funds as a margin deposit in an amount equal to the portion of the derivative liability that is in excess of the dollar threshold amount. The Company records these deposits as a current asset in the Consolidated Balance Sheets. As of December 31, 2023 and 2022, the aggregate fair value of the Company's OTC derivative instruments with credit rating risk-related contingent features that were in a net liability position was $6.4 million and $347.6 million, respectively, for which no deposits were required or recorded in the Consolidated Balance Sheet.
When the net fair value of any of the Company's OTC derivative instrument contracts represents an asset to the Company that is in excess of the agreed-upon dollar threshold for the counterparty's then-applicable credit rating, the Company has the right to require the counterparty to remit funds as a margin deposit in an amount equal to the portion of the derivative asset that is in excess of the dollar threshold amount. The Company records these deposits as a current liability in the Consolidated Balance Sheets. As of both December 31, 2023 and 2022, there were no such deposits recorded in the Consolidated Balance Sheets.
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 is required to make such deposits based on an established initial margin requirement and 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. When the fair value of such contracts is in a net asset position, the broker may remit funds to the Company. The Company records these deposits as a current liability in the Consolidated Balance Sheets. The initial margin requirements are established by the exchanges based on the price, volatility and the time to expiration of the contract. The margin requirements are subject to change at the exchanges' discretion. As of December 31, 2023 and 2022, the Company recorded $13.0 million and $100.6 million, respectively, of such deposits as current assets in the Consolidated Balance Sheets.
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 summarizes the impact of netting agreements and margin deposits on gross derivative assets and liabilities.
| Gross derivative instruments recorded in the Consolidated Balance Sheet | Derivative instruments subject to master netting agreements | Margin requirements with counterparties | Net derivative instruments | ||||||||||||||||||||
| December 31, 2023 | (Thousands) | ||||||||||||||||||||||
| Asset derivative instruments, at fair value | $ | 978,634 | $ | (112,203) | $ | — | $ | 866,431 | |||||||||||||||
| Liability derivative instruments, at fair value | 186,363 | (112,203) | (13,017) | 61,143 | |||||||||||||||||||
| December 31, 2022 | |||||||||||||||||||||||
| Asset derivative instruments, at fair value | $ | 812,371 | $ | (756,495) | $ | — | $ | 55,876 | |||||||||||||||
| Liability derivative instruments, at fair value | 1,393,487 | (756,495) | (100,623) | 536,369 |
Henry Hub Cash Bonus. The Consolidated GGA (defined in Note 5) executed in connection with the Equitrans Share Exchange (defined in Note 5) provides for cash bonus payments (the Henry Hub Cash Bonus) payable by the Company during the period beginning on the first day of the quarter in which the Mountain Valley Pipeline is placed in service and ending on the earlier of 36 months thereafter or December 31, 2024. Such payments are conditioned upon the quarterly average of the NYMEX Henry Hub natural gas settlement price exceeding certain price thresholds.
As of December 31, 2022, the Company reduced the derivative liability related to the Henry Hub Cash Bonus to zero given the uncertainties surrounding the in-service date of the Mountain Valley Pipeline and the Company's then-held belief that achieving an in-service date of the Mountain Valley Pipeline prior to December 31, 2024 was not probable.
On June 3, 2023, President Biden signed legislation that raised the United States' debt limit, ratified and approved all permits and authorizations necessary for the construction and initial operation of the Mountain Valley Pipeline and directs the applicable federal officials and agencies to maintain such authorizations. Further, the legislation requires the Secretary of the Army to issue all permits or verifications necessary to complete project construction and allow for the Mountain Valley Pipeline's operation and maintenance. During the third quarter of 2023, Equitrans Midstream resumed forward construction of the Mountain Valley Pipeline. In consideration of these factors, the Company reevaluated its probability-weighted assessment of the achievement of an in-service date of the Mountain Valley Pipeline prior to December 31, 2024 and concluded that, as of December 31, 2023, based on the facts and circumstances that existed as of that date, the derivative liability related to the Henry Hub Cash Bonus had a fair value of approximately $48 million.
The fair value of the derivative liability related to the Henry Hub Cash Bonus is based on significant inputs that are interpolated from observable market data and, as such, is a Level 2 fair value measurement. See Note 4 for a description of the fair value hierarchy.
4. Fair Value Measurements
The Company records its financial instruments, which are principally derivative instruments, at fair value in the Consolidated Balance Sheets. The Company estimates the fair value of its financial instruments using quoted market prices when available. If quoted market prices are not available, the fair value is based on models that use market-based parameters, including forward curves, discount rates, volatilities and nonperformance risk, as inputs. 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 on a risk-free instrument.
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 that use Level 2 inputs primarily include the Company's swap, collar and option agreements.
Exchange traded commodity swaps have Level 1 inputs. The fair value of the commodity swaps with Level 2 inputs is based on standard industry income approach models that use significant observable inputs, including, but not limited to, NYMEX natural gas forward curves, SOFR-based discount rates, basis forward curves and NGLs forward curves. The Company's collars and options are valued using standard industry income approach option models. The significant observable inputs used by the option pricing models include NYMEX forward curves, natural gas volatilities and SOFR-based discount rates.
The table below summarizes assets and liabilities measured at fair value on a recurring basis.
| Fair value measurements at reporting date using: | |||||||||||||||||||||||
| Gross derivative instruments recorded in the Consolidated Balance Sheets | Quoted prices in active markets for identical assets (Level 1) | Significant other observable inputs (Level 2) | Significant unobservable inputs (Level 3) | ||||||||||||||||||||
| December 31, 2023 | (Thousands) | ||||||||||||||||||||||
| Asset derivative instruments, at fair value | $ | 978,634 | $ | 66,302 | $ | 912,332 | $ | — | |||||||||||||||
| Liability derivative instruments, at fair value | 186,363 | 42,218 | 144,145 | — | |||||||||||||||||||
| December 31, 2022 | |||||||||||||||||||||||
| Asset derivative instruments, at fair value | $ | 812,371 | $ | 103,028 | $ | 709,343 | $ | — | |||||||||||||||
| Liability derivative instruments, at fair value | 1,393,487 | 154,601 | 1,238,886 | — |
The carrying values of cash equivalents, accounts receivable and accounts payable approximate fair value due to their short-term maturities. The carrying value of borrowings under the Company's revolving credit facility and the Term Loan Facility (defined in Note 8) approximates fair value as their interest rates are based on prevailing market rates. The Company considers all of these fair values to be Level 1 fair value measurements.
The Company estimates the fair value of its senior notes using established fair value methodology. Because not all of the Company's senior notes are actively traded, their fair value is a Level 2 fair value measurement. As of December 31, 2023 and 2022, the Company's senior notes had a fair value of approximately $4.9 billion and $6.1 billion, respectively, and a carrying value of approximately $4.5 billion and $5.6 billion, respectively, inclusive of any current portion. The fair value of the Company's note payable to EQM Midstream Partners, LP (EQM), a wholly-owned subsidiary of Equitrans Midstream, is estimated using an income approach model with a market-based discount rate and is a Level 3 fair value measurement. As of December 31, 2023 and 2022, the Company's note payable to EQM had a fair value of approximately $91 million and $96 million, respectively, and a carrying value of approximately $88 million and $94 million, respectively, inclusive of any current portion. See Note 8 for further discussion of the Company's debt.
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.
See Note 3 for a discussion of the fair value measurement of the Henry Hub Cash Bonus. See Note 5 for a discussion of the fair value measurement of the Company's contract asset. See Note 6 for a discussion of the fair value measurement of the Company's acquisitions. See Note 1 for a discussion of the fair value measurement and any subsequent impairments of the Company's oil and gas properties and other long-lived assets, including impairment and expiration of leases. See Note 1 for a discussion of the fair value measurement of the Company's investment in the Investment Fund.
5. Impairment of Contract Asset
During the first quarter of 2020, the Company sold to Equitrans Midstream approximately 50% of the Company's then-owned equity interest in Equitrans Midstream in exchange for a combination of cash and rate relief under certain of the Company's gathering contracts with an affiliate of Equitrans Midstream (the Equitrans Share Exchange). The rate relief was effected through the execution of a consolidated gas gathering and compression agreement entered into between the Company and an affiliate of Equitrans Midstream (the Consolidated GGA). On the closing date of the Equitrans Share Exchange, the Company recorded in the Consolidated Balance Sheet a contract asset of $410 million representing the estimated fair value of the rate relief inclusive of the Cash Payment Option (defined below).
Because the Mountain Valley Pipeline was not in service by January 1, 2022, the Consolidated GGA provided the Company the option to forgo a portion of the gathering fee relief that would otherwise be applicable following the Mountain Valley Pipeline in-service date in exchange for a cash payment of approximately $196 million (the Cash Payment Option). During the third quarter of 2022, the Company elected to exercise the Cash Payment Option, and, in the fourth quarter of 2022, the Company received the cash proceeds from the Cash Payment Option.
During 2022, the Company identified indicators that the carrying value of the contract asset may not be fully recoverable, including increased uncertainty of the estimated timing of completion of the Mountain Valley Pipeline due to court rulings and public statements from Equitrans Midstream with respect to its completion. As a result of the Company's impairment evaluation, the Company recognized impairment of the contract asset during the first quarter of 2022 of $184.9 million in the Statement of Consolidated Operations. During the fourth quarter of 2022, the Company recognized additional impairment of the contract asset of $29.3 million in the Statement of Consolidated Operations. As of December 31, 2022, the previously recognized impairments plus the election of the Cash Payment Option reduced the carrying value of the contract asset to zero.
The fair value of the contract asset was based on significant inputs that are not observable in the market and, as such, is a Level 3 fair value measurement. See Note 4 for a description of the fair value hierarchy. Key assumptions used in the fair value calculation included the following: (i) a probability-weighted estimate of the in-service date of the Mountain Valley Pipeline; (ii) an estimate of the potential exercise and timing of the Cash Payment Option; (iii) an estimated production volume forecast and (iv) a market-based weighted average cost of capital.
6. Acquisitions
Tug Hill and XcL Midstream Acquisition
On August 22, 2023, the Company completed its acquisition (the Tug Hill and XcL Midstream Acquisition) of the upstream assets from THQ Appalachia I, LLC (the Upstream Seller) and the gathering and processing assets from THQ-XcL Holdings I, LLC (the Midstream Seller) through the acquisition of all of the issued and outstanding membership interests of each of THQ Appalachia I Midco, LLC and THQ-XcL Holdings I Midco, LLC pursuant to the Amended and Restated Purchase Agreement, dated December 23, 2022 (as amended, the Tug Hill and XcL Midstream Purchase Agreement), entered into by and among EQT Corporation, EQT Production Company (a wholly-owned indirect subsidiary of EQT Corporation), the Upstream Seller and the Midstream Seller.
The purchase price for the Tug Hill and XcL Midstream Acquisition consisted of 49,599,796 shares of EQT Corporation common stock and approximately $2.4 billion in cash, subject to customary post-closing adjustments. The Company funded the cash portion of the consideration with $1.25 billion of borrowings under the Term Loan Facility, $1.0 billion of cash on hand and the $150 million cash deposit previously placed in escrow. The Tug Hill and XcL Midstream Purchase Agreement has an economic effective date of July 1, 2022.
As a result of the Tug Hill and XcL Midstream Acquisition, the Company acquired approximately 90,000 net West Virginia acres, approximately 145 miles of midstream gathering pipeline, compression and gas processing assets and approximately 55 miles of connected water infrastructure with four centralized storage facilities.
Allocation of Purchase Price. The Tug Hill and XcL Midstream Acquisition was accounted for as a business combination using the acquisition method. The table below summarizes the preliminary purchase price and estimated fair values of assets acquired and liabilities assumed as of August 22, 2023. Certain information necessary to complete the purchase price allocation is not yet available, including, but not limited to, final appraisals of assets acquired and liabilities assumed. The Company expects to complete the purchase price allocation once it has received all necessary information, at which time the value of the assets acquired and liabilities assumed will be revised if necessary.
| Preliminary Purchase Price Allocation | ||||||||
| (Thousands) | ||||||||
| Consideration: | ||||||||
| Equity | $ | 2,152,631 | ||||||
| Cash | 2,386,982 | |||||||
| Settlement of pre-existing relationships | (31,754) | |||||||
| Total consideration | $ | 4,507,859 | ||||||
| Fair value of assets acquired: | ||||||||
| Cash and cash equivalents | $ | 100 | ||||||
| Accounts receivable, net | 75,961 | |||||||
| Derivative instruments, at fair value | 162,455 | |||||||
| Prepaid expenses and other | 1,825 | |||||||
| Property, plant and equipment | 4,522,561 | |||||||
| Other assets | 9,463 | |||||||
| Total amount attributable to assets acquired | $ | 4,772,365 | ||||||
| Fair value of liabilities assumed: | ||||||||
| Accounts payable | $ | 151,433 | ||||||
| Other current liabilities | 46,703 | |||||||
| Other liabilities and credits | 66,370 | |||||||
| Total amount attributable to liabilities assumed | $ | 264,506 |
The fair value of the acquired developed natural gas and oil properties was measured using discounted cash flow valuation techniques based on inputs that are not observable in the market and, as such, are considered Level 3 fair value measurements. Significant inputs include future commodity prices, projections of estimated quantities of reserves, estimated future rates of production, projected reserve recovery factors, timing and amount of future development and operating costs and a weighted average cost of capital.
The fair value of the acquired undeveloped properties was primarily measured using discounted cash flow valuation techniques based on inputs that are not observable in the market and, as such, are considered Level 3 fair value measurements. Significant inputs include timing and amount of future development from a market participant perspective.
The fair value of the acquired midstream and water infrastructure assets was measured primarily using the cost approach based on inputs that are not observable in the market and, as such, are considered Level 3 fair value measurements. Significant inputs include replacement costs for similar assets, relative age of the acquired assets and any potential economic or functional obsolescence associated with the acquired assets.
See Note 4 for a description of the fair value hierarchy.
Post-Acquisition Operating Results. The table below summarizes amounts contributed by the upstream, gathering and processing assets acquired in the Tug Hill and XcL Midstream Acquisition to the Company's consolidated results for the period from August 22, 2023 through December 31, 2023.
| August 22, 2023 through December 31, 2023 | ||||||||
| (Thousands) | ||||||||
| Sales of natural gas, NGLs and oil | $ | 220,500 | ||||||
| Loss on derivatives | (1,039) | |||||||
| Net marketing services and other | 1,879 | |||||||
| Total operating revenues | $ | 221,340 | ||||||
| Net loss | $ | (26,988) |
Unaudited Pro Forma Information. The table below summarizes the Company's results as though the Tug Hill and XcL Midstream Acquisition had been completed on January 1, 2022. Certain of the Upstream Seller's and Midstream Seller's historical amounts were reclassified to conform to the Company's financial presentation of operations. Such unaudited pro forma information is provided for informational purposes only and does not represent what consolidated results of operations would have been had the Tug Hill and XcL Midstream Acquisition occurred on January 1, 2022 nor are they indicative of future consolidated results of operations.
| Years Ended December 31, | |||||||||||
| 2023 | 2022 | ||||||||||
| (Thousands, except per share amounts) | |||||||||||
| Pro forma sales of natural gas, NGLs and oil | $ | 5,509,497 | $ | 13,802,833 | |||||||
| Pro forma gain (loss) on derivatives | 1,996,570 | (4,528,821) | |||||||||
| Pro forma net marketing services and other | 27,720 | 35,472 | |||||||||
| Pro forma total operating revenues | $ | 7,533,787 | $ | 9,309,484 | |||||||
| Pro forma net income | $ | 1,911,706 | $ | 2,575,008 | |||||||
| Less: Pro forma net (loss) income attributable to noncontrolling interests | (688) | 9,977 | |||||||||
| Pro forma net income attributable to EQT Corporation | $ | 1,912,394 | $ | 2,565,031 | |||||||
| Pro forma income per share of common stock attributable to EQT Corporation: | |||||||||||
| Pro forma net income attributable to EQT Corporation – Basic | $ | 5.02 | $ | 6.93 | |||||||
| Pro forma net income attributable to EQT Corporation – Diluted | $ | 4.65 | $ | 6.33 |
NEPA Gathering System Acquisition
The Company operates and owns a 50% interest in a gathering system in northeast Pennsylvania (the NEPA Gathering System). On February 12, 2024, the Company entered into an agreement to acquire from a minority equity partner an additional 33.75% interest in the NEPA Gathering System for a purchase price of $205 million (the NEPA Gathering System Acquisition), subject to customary post-closing adjustments, including in relation to certain preferential purchase rights of a third party pursuant to a separate construction, ownership and operation agreement between the parties thereto, which, if exercised, would reduce the Company's acquired interests to approximately 25% for a purchase price of approximately $155 million. The closing of the NEPA Gathering System Acquisition is subject to satisfaction of customary closing conditions, including receipt of applicable regulatory approvals.
2022 Asset Acquisition
In the fourth quarter of 2022, the Company closed on the acquisition of approximately 4,600 net Marcellus acres in northeast Pennsylvania (the 2022 Asset Acquisition). The total purchase price for the acquisition was approximately $56 million. The 2022 Asset Acquisition was accounted for as an asset acquisition and, as such, the purchase price was allocated to property, plant and equipment.
Alta Acquisition
On July 21, 2021, the Company completed its acquisition (the Alta Acquisition) of Alta Marcellus Development, LLC and ARD Operating, LLC and subsidiaries (together, the Alta Target Entities), pursuant to that certain Membership Interest Purchase Agreement, dated May 5, 2021 (the Alta Purchase Agreement), by and among EQT Corporation, EQT Acquisition HoldCo LLC (a wholly-owned indirect subsidiary of EQT Corporation), Alta Resources Development, LLC (Alta Resources) and the Alta Target Entities. The Alta Target Entities collectively held all of Alta Resources' upstream and midstream assets and liabilities. The purchase price for the Alta Acquisition consisted of approximately $1.0 billion in cash and 98,789,388 shares of EQT Corporation common stock, subject to customary post-closing adjustments. The Alta Purchase Agreement has an economic effective date of January 1, 2021.
As a result of the Alta Acquisition, the Company acquired approximately 300,000 net Marcellus acres in northeast Pennsylvania, approximately 1.0 Bcfe per day of net production at the time of acquisition, approximately 300 miles of midstream gathering systems, approximately 100 miles of a freshwater system and a firm transportation portfolio to premium demand markets.
Allocation of Purchase Price. The Alta Acquisition was accounted for as a business combination using the acquisition method. The following table summarizes the purchase price and fair values of assets acquired and liabilities assumed as of July 21, 2021. The Company completed the purchase price allocation during the second quarter of 2022, at which time the value of the assets acquired and liabilities assumed were revised. The purchase accounting adjustments recorded in 2022 were not material to the Company's financial statements.
| Purchase Price Allocation | ||||||||
| (Thousands) | ||||||||
| Consideration: | ||||||||
| Equity | $ | 1,925,405 | ||||||
| Cash | 1,000,000 | |||||||
| Total consideration | $ | 2,925,405 | ||||||
| Fair value of assets acquired: | ||||||||
| Cash and cash equivalents | $ | 43,199 | ||||||
| Accounts receivable, net | 159,539 | |||||||
| Property, plant and equipment | 3,145,630 | |||||||
| Other assets | 6,309 | |||||||
| Amount attributable to assets acquired | $ | 3,354,677 | ||||||
| Fair value of liabilities assumed: | ||||||||
| Accounts payable | $ | 131,214 | ||||||
| Derivative instruments, at fair value | 169,744 | |||||||
| Other current liabilities | 10,127 | |||||||
| Other liabilities and credits | 118,187 | |||||||
| Amount attributable to liabilities assumed | $ | 429,272 |
The fair value of the acquired natural gas and oil properties was measured using discounted cash flow valuation techniques based on inputs that are not observable in the market and, as such, are considered Level 3 fair value measurements. Significant inputs include future commodity prices, projections of estimated quantities of reserves, estimated future rates of production, projected reserve recovery factors, timing and amount of future development and operating costs and a weighted average cost of capital. The fair value of the acquired undeveloped properties was primarily measured using discounted cash flow valuation techniques based on inputs that are not observable in the market and, as such, are considered Level 3 fair value measurements. Significant inputs include timing and amount of future development from a market participant perspective.
The fair value of the acquired midstream gathering systems was measured primarily using the cost approach based on inputs that are not observable in the market and, as such, are considered Level 3 fair value measurements. Significant inputs include replacement costs for similar assets, relative age of the acquired assets and any potential economic or functional obsolescence associated with the acquired assets.
See Note 4 for a description of the fair value hierarchy.
Reliance Asset Acquisition
On April 1, 2021, the Company closed on the acquisition of certain oil and gas assets (the Reliance Asset Acquisition) from Reliance Marcellus, LLC (Reliance), pursuant to the Company's exercise of a preferential purchase right that was triggered by Northern Oil and Gas, Inc.'s acquisition of Reliance's Marcellus assets. The total purchase price for the acquisition was approximately $69 million, and the assets acquired consisted of approximately 40 MMcfe per day of production at the time of acquisition and 4,100 net acres located in southwest Pennsylvania. The Reliance Asset Acquisition was accounted for as an asset acquisition and, as such, the purchase price was allocated to property, plant and equipment.
7. Income Taxes
The following table summarizes the Company's income tax expense (benefit).
| Years Ended December 31, | |||||||||||||||||
| 2023 | 2022 | 2021 | |||||||||||||||
| (Thousands) | |||||||||||||||||
| Current: | |||||||||||||||||
| Federal | $ | (10,894) | $ | 651 | $ | 911 | |||||||||||
| State | (4,818) | 18,457 | (1,478) | ||||||||||||||
| Subtotal | (15,712) | 19,108 | (567) | ||||||||||||||
| Deferred: | |||||||||||||||||
| Federal | 450,091 | 527,539 | (316,364) | ||||||||||||||
| State | (65,425) | 7,073 | (111,106) | ||||||||||||||
| Subtotal | 384,666 | 534,612 | (427,470) | ||||||||||||||
| Total income tax expense (benefit) | $ | 368,954 | $ | 553,720 | $ | (428,037) |
For the year ended December 31, 2023, the current income tax benefit related primarily to 2014 – 2017 audit settlement interest and reduction in prior year state income tax liabilities. For the year ended December 31, 2022, the current income tax expense related primarily to state income tax liabilities. For the year ended December 31, 2021, the current income tax benefit related primarily to the sale of state research and development credits.
On August 16, 2022, President Biden signed into law the Inflation Reduction Act of 2022 (IRA). The IRA establishes a 15% corporate alternative minimum tax for certain corporations and a 1% excise tax on stock repurchases made by publicly traded U.S. corporations. The IRA also includes new and renewed options for energy credits. These changes are effective for tax years beginning after December 31, 2022. The impact of these changes did not have a material impact on the Company's financial statements and disclosures.
The table below summarizes the reasons for income tax expense (benefit) differences from amounts computed at the federal statutory rate of 21% on pre-tax income.
| Years Ended December 31, | ||||||||||||||||||||||||||
| 2023 | 2022 | 2021 | ||||||||||||||||||||||||
| Amount | Rate | Amount | Rate | Amount | Rate | |||||||||||||||||||||
| (Thousands) | (Thousands) | (Thousands) | ||||||||||||||||||||||||
| Income (loss) before income taxes | $ | 2,103,498 | $ | 2,334,662 | $ | (1,569,538) | ||||||||||||||||||||
| Tax at statutory rate | $ | 441,735 | 21.0 | % | $ | 490,279 | 21.0 | % | $ | (329,603) | 21.0 | % | ||||||||||||||
| State income taxes | 50,263 | 2.4 | % | 48,970 | 2.1 | % | (100,026) | 6.4 | % | |||||||||||||||||
| Valuation allowance | (81,483) | (3.9) | % | 12,685 | 0.5 | % | 9,616 | (0.6) | % | |||||||||||||||||
| Convertible debt repurchase premium | — | — | % | 35,957 | 1.5 | % | — | — | % | |||||||||||||||||
| State law change | (21,670) | (1.0) | % | (49,511) | (2.1) | % | (8,496) | 0.5 | % | |||||||||||||||||
| Federal and state tax credits | (4,715) | (0.2) | % | (4,319) | (0.2) | % | (3,079) | 0.2 | % | |||||||||||||||||
| Other | (15,176) | (0.7) | % | 19,659 | 0.8 | % | 3,551 | (0.2) | % | |||||||||||||||||
| Income tax expense (benefit) | $ | 368,954 | 17.5 | % | $ | 553,720 | 23.7 | % | $ | (428,037) | 27.3 | % |
The Company's effective tax rate for the year ended December 31, 2023 was lower compared to the U.S. federal statutory rate due primarily to the release of valuation allowances limiting certain state deferred tax assets and net state deferred tax benefit related to a rate reduction from a Pennsylvania tax law change enacted on July 8, 2022 (the Pennsylvania Tax Legislation) and the Tug Hill and XcL Midstream Acquisition. The Pennsylvania Tax Legislation lowered the corporate net income tax rate from 9.99% to 8.99% in 2023 and by 0.5% annually thereafter until the corporate net income tax rate reaches 4.99% in 2031.
The Company's effective tax rate for the year ended December 31, 2022 was higher compared to the U.S. federal statutory rate due primarily to state taxes, including valuation allowances limiting certain state tax benefits and nondeductible repurchase premiums on the Convertible Notes, partly offset by state tax benefits related to the Pennsylvania Tax Legislation. Included in the state law change was a decrease in state net operating loss (NOL) carryforwards of $214.1 million and a decrease in state valuation allowance on NOL carryforwards of $198.5 million.
The Company's effective tax rate for the year ended December 31, 2021 was higher compared to the U.S. federal statutory rate due primarily to state taxes, partly offset by valuation allowances that limit certain federal and state tax benefits as well as the West Virginia tax legislation enacted on April 13, 2021 that changed the way taxable income is apportioned in West Virginia for tax years beginning on or after January 1, 2022.
The following table summarizes the source and tax effects of temporary differences between financial reporting and tax bases of assets and liabilities.
| December 31, | |||||||||||
| 2023 | 2022 | ||||||||||
| (Thousands) | |||||||||||
| Deferred tax assets: | |||||||||||
| NOL carryforwards | $ | 740,802 | $ | 580,188 | |||||||
| Net unrealized losses | — | 171,697 | |||||||||
| Federal and state capital loss carryforward | 99,632 | 99,837 | |||||||||
| Federal tax credits | 92,730 | 88,015 | |||||||||
| Alternative minimum tax carryforward | — | 81,237 | |||||||||
| Interest disallowance limitation | 59,668 | 304 | |||||||||
| Other | 1,156 | 5,697 | |||||||||
| Incentive compensation and deferred compensation plans | 16,854 | 14,586 | |||||||||
| Deferred tax assets | 1,010,842 | 1,041,561 | |||||||||
| Valuation allowance | (290,812) | (365,140) | |||||||||
| Net deferred tax asset | 720,030 | 676,421 | |||||||||
| Deferred tax liabilities: | |||||||||||
| Property, plant and equipment | (2,457,946) | (2,118,827) | |||||||||
| Net unrealized losses | (166,905) | — | |||||||||
| Deferred tax liabilities | (2,624,851) | (2,118,827) | |||||||||
| Net deferred tax liability | $ | (1,904,821) | $ | (1,442,406) |
During 2023, net deferred tax liability increased by $462.4 million compared to 2022 due primarily to current year book income impact to NOLs, partly offset by the release of valuation allowance on certain state NOLs.
The following table presents the expiration periods of the NOL carryforward deferred tax assets and associated valuation allowance by jurisdiction.
| December 31, | |||||||||||
| 2023 | 2022 | ||||||||||
| (Thousands) | |||||||||||
| NOL carryforwards: | |||||||||||
| Federal (expires between 2035 and 2037) | $ | 67,958 | $ | 62,931 | |||||||
| Federal (indefinite expiration) | 323,598 | 202,711 | |||||||||
| State (expires between 2027 and 2037) | 332,153 | 299,933 | |||||||||
| State (indefinite expiration) | 17,093 | 14,613 | |||||||||
| Total NOL carryforwards | $ | 740,802 | $ | 580,188 | |||||||
| Valuation allowance on NOL carryforwards: | |||||||||||
| Federal | $ | (24,927) | $ | (23,626) | |||||||
| State | (156,700) | (241,638) | |||||||||
| Total valuation allowance on NOL carryforwards | $ | (181,627) | $ | (265,264) |
The Company recognizes a valuation allowance 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, is considered when determining the need for a valuation allowance. To determine whether a valuation allowance is required, the Company uses judgement to estimate future taxable income and considers the tax consequences in the jurisdiction where such taxable income is generated as well as evidence including the Company's current financial position, actual and forecasted results of operations, the reversal of deferred tax liabilities and tax planning strategies in addition to the current and forecasted business economics of the oil and gas industry.
For 2023 and 2022, positive evidence considered included the reversals of financial-to-tax temporary differences, the implementation of and/or ability to employ various tax planning strategies and the Company's estimation of future taxable income. Negative evidence considered included historical pre-tax book losses of the Company, the uncertainty of future commodity prices and inability to generate capital gains. A review of positive and negative evidence regarding these tax benefits resulted in the conclusion that valuation allowances for certain NOLs and capital loss carryforwards were warranted as it was more likely than not that the Company would not use them prior to expiration.
During 2023, the Company concluded that the positive evidence, including the Company's change in its cumulative income position from loss to income and its forecasted income, more likely than not outweighed the negative evidence regarding the realization of the Company's deferred tax asset (DTA) for certain state tax NOL carryforwards. As a result, the Company recorded a state deferred tax benefit of $84.9 million related to its valuation allowance for its state NOL carryforwards in the Statement of Consolidated Operations.
The Company retained a valuation allowance related to its NOLs for certain entities and jurisdictions in which it is more likely than not that the benefit from the related DTA will not be realized as well as a valuation allowance against the portion of its federal and state DTAs, such as capital losses, which may expire before being fully utilized due to the limitation to offset only capital gains.
The remaining valuation allowance not presented in the table above is related primarily to the capital loss carryforward realized with the sale of the Company's investment in Equitrans Midstream, which was a capital asset for tax purposes. Any capital losses from the sale of the investment can only be utilized to offset capital gains and are limited to being carried back 3 years and forward 5 years for potential utilization. In 2022, the Company sold the remaining portion of its investment in Equitrans Midstream, which generated a capital loss that can only be carried forward for potential future utilization. In 2021, the Company incurred an unrealized gain when adjusting its investment in Equitrans Midstream to fair value and sold a portion of such investment, which generated a capital loss that can be partly carried back to offset capital gains recognized in an earlier year, with the remainder carried forward.
As of December 31, 2023, the Company had a valuation allowance related to the capital loss carryforward of $52.8 million for federal income tax and $46.8 million for state income tax purposes due to the limitations on future potential utilization. As of December 31, 2022, the Company had a valuation allowance related to the capital loss carryforward of $52.7 million for federal income tax and $47.1 million for state income tax purposes due to the limitations on future potential utilization.
The following table reconciles the beginning and ending amount of reserve for uncertain tax positions, excluding interest and penalties.
| 2023 | 2022 | 2021 | |||||||||||||||
| (Thousands) | |||||||||||||||||
| Balance at January 1 | $ | 204,035 | $ | 182,032 | $ | 175,213 | |||||||||||
| Additions for tax positions taken in current year | 11,986 | 9,612 | 4,969 | ||||||||||||||
| (Reductions) additions for tax positions taken in prior years | (883) | 12,391 | 1,850 | ||||||||||||||
| Reductions for tax positions settled with tax authorities | (125,941) | — | — | ||||||||||||||
| Balance at December 31 | $ | 89,197 | $ | 204,035 | $ | 182,032 |
The following table presents specific line items that were included in the reserve for uncertain tax positions.
| December 31, | |||||||||||||||||
| 2023 | 2022 | 2021 | |||||||||||||||
| (Thousands) | |||||||||||||||||
| If recognized, effect to the effective tax rate | $ | 83,669 | $ | 117,341 | $ | 97,783 | |||||||||||
| Recorded in the Consolidated Balance Sheet as reduction of related deferred tax asset for general business credit carryforwards and NOLs | $ | 77,013 | $ | 110,744 | $ | 97,160 |
The Company recognizes interest and penalties related to unrecognized tax benefits in income tax expense. The Company recorded interest and penalties (income) expense of approximately $(19.8) million, $6.7 million and $4.2 million for the years ended December 31, 2023, 2022 and 2021, respectively. Interest and penalties of $2.3 million and $22.2 million were included in the Consolidated Balance Sheets as of December 31, 2023 and 2022, respectively.
As of December 31, 2023, the Company believed that, as a result of potential settlements with relevant taxing authorities, it is reasonably possible that a decrease of $29.6 million in unrecognized tax benefits related to federal tax positions may be necessary within twelve months.
In January 2023, the Company settled its consolidated U.S. federal income tax liability with the IRS through 2017 for amounts included in the reserve for uncertain tax positions as of December 31, 2022 with minimal impact to the effective tax rate. The settlement resulted in a reduction of liabilities and deferred tax assets of $81.2 million and forgone research and development tax credits of $44.7 million, which are reflected in the table above. The incremental refundable alternative minimum tax credits realized with the settlement were included in the income tax receivable in the Consolidated Balance Sheet as of December 31, 2023. Periodically, the Company is also the subject of various state income tax examinations. As of December 31, 2023, with few exceptions, the Company is no longer subject to state examinations by tax authorities for years prior to 2016.
There were no material changes to the Company's methodology for accounting for unrecognized tax benefits during 2023.
8. Debt
The table below summarizes the Company's outstanding debt.
| December 31, 2023 | December 31, 2022 | ||||||||||||||||||||||||||||||||||
| Principal Value | Carrying Value (a) | Fair Value (b) | Principal Value | Carrying Value (a) | Fair Value (b) | ||||||||||||||||||||||||||||||
| (Thousands) | |||||||||||||||||||||||||||||||||||
| Term Loan Facility due June 30, 2025 (b) (c) (d) | $ | 1,250,000 | $ | 1,244,265 | $ | 1,244,265 | $ | — | $ | — | $ | — | |||||||||||||||||||||||
| Senior notes: | |||||||||||||||||||||||||||||||||||
| 7.42% series B notes due 2023 | — | — | — | 10,000 | 10,000 | 10,110 | |||||||||||||||||||||||||||||
| 6.125% notes due February 1, 2025 (d) | 601,521 | 600,389 | 605,082 | 911,467 | 908,168 | 915,833 | |||||||||||||||||||||||||||||
| 5.678% notes due October 1, 2025 | — | — | — | 500,000 | 496,578 | 500,370 | |||||||||||||||||||||||||||||
| 1.75% convertible notes due May 1, 2026 | 290,177 | 286,185 | 768,554 | 414,832 | 406,796 | 967,728 | |||||||||||||||||||||||||||||
| 3.125% notes due May 15, 2026 | 392,915 | 389,978 | 373,261 | 440,857 | 436,198 | 408,454 | |||||||||||||||||||||||||||||
| 7.75% debentures due July 15, 2026 | 115,000 | 113,716 | 121,590 | 115,000 | 113,218 | 124,874 | |||||||||||||||||||||||||||||
| 3.90% notes due October 1, 2027 | 1,169,503 | 1,165,439 | 1,121,027 | 1,233,008 | 1,227,582 | 1,152,875 | |||||||||||||||||||||||||||||
| 5.700% notes due April 1, 2028 | 500,000 | 490,376 | 509,280 | 500,000 | 493,941 | 505,325 | |||||||||||||||||||||||||||||
| 5.00% notes due January 15, 2029 | 318,494 | 315,121 | 316,784 | 327,101 | 322,956 | 313,173 | |||||||||||||||||||||||||||||
| 7.000% notes due February 1, 2030 (d) | 674,800 | 671,020 | 726,645 | 714,800 | 710,138 | 752,670 | |||||||||||||||||||||||||||||
| 3.625% notes due May 15, 2031 | 435,165 | 430,141 | 389,925 | 465,165 | 459,070 | 406,205 | |||||||||||||||||||||||||||||
| Note payable to EQM | 88,483 | 88,483 | 91,063 | 94,320 | 94,320 | 95,667 | |||||||||||||||||||||||||||||
| Total debt | 5,836,058 | 5,795,113 | 6,267,476 | 5,726,550 | 5,678,965 | 6,153,284 | |||||||||||||||||||||||||||||
| Less: Current portion of debt (e) | 296,424 | 292,432 | 774,983 | 430,668 | 422,632 | 983,758 | |||||||||||||||||||||||||||||
| Long-term debt | $ | 5,539,634 | $ | 5,502,681 | $ | 5,492,493 | $ | 5,295,882 | $ | 5,256,333 | $ | 5,169,526 |
(a)For the Company's note payable to EQM, the principal value represents the carrying value. For all other debt, the principal value less the unamortized debt issuance costs and debt discounts represents the carrying value.
(b)The carrying value of borrowings under the Term Loan Facility approximates fair value as its interest rate is based on prevailing market rates; therefore, the Company considers the fair value of the Term Loan Facility to be a Level 1 fair value measurement. The Company measures the fair value of its note payable to EQM using Level 3 inputs. For all other debt, fair value is measured using Level 2 inputs. See Note 4 for a description of the fair value hierarchy.
(c)In January 2024, the Company amended the Term Loan Facility to, among other things, extend the maturity date from June 30, 2025 to June 30, 2026. See below for further discussion of such amendment.
(d)Interest rates for the Term Loan Facility, the Company's senior notes due February 1, 2025 and the Company's senior notes due February 1, 2030 fluctuate based on changes to the credit ratings assigned to the Company's senior notes by Moody's, S&P and Fitch. Interest rates for the Company's other outstanding debt do not fluctuate.
(e)As of December 31, 2023, the current portion of debt included the 1.75% convertible notes and a portion of the note payable to EQM. As of December 31, 2022, the current portion of debt included the 7.42% series B notes, the 1.75% convertible notes and a portion of the note payable to EQM.
Debt Repayments. The table below summarizes the Company's redemptions or repurchases of debt during the year ended December 31, 2023.
| Debt Tranche | Principal | Premiums/(Discounts) (a) | Accrued but Unpaid Interest | Total Cost | ||||||||||||||||||||||
| (Thousands) | ||||||||||||||||||||||||||
| 6.125% notes due February 1, 2025 | $ | 309,946 | $ | 1,832 | $ | 6,801 | $ | 318,579 | ||||||||||||||||||
| 5.678% notes due October 1, 2025 | 500,000 | — | 6,940 | 506,940 | ||||||||||||||||||||||
| 3.125% notes due May 15, 2026 | 47,942 | (3,042) | 296 | 45,196 | ||||||||||||||||||||||
| 3.90% notes due October 1, 2027 | 63,505 | (3,534) | 781 | 60,752 | ||||||||||||||||||||||
| 5.00% notes due January 15, 2029 | 8,607 | (309) | 137 | 8,435 | ||||||||||||||||||||||
| 7.000% notes due February 1, 2030 | 40,000 | 2,736 | 1,313 | 44,049 | ||||||||||||||||||||||
| 3.625% notes due May 15, 2031 | 30,000 | (4,011) | 167 | 26,156 | ||||||||||||||||||||||
| Total | $ | 1,000,000 | $ | (6,328) | $ | 16,435 | $ | 1,010,107 |
(a)Includes third-party costs and fees paid to dealer managers and brokers.
Revolving Credit Facility. The Company has a $2.5 billion revolving credit facility that expires on June 28, 2027. On June 28, 2022, the Company entered into the Third Amended and Restated Credit Agreement (the Third Amendment) with the lenders party thereto and PNC Bank, National Association, as administrative agent, swing line lender and L/C issuer, amending and restating the Second Amended and Restated Credit Agreement, dated as of July 31, 2017 (the Credit Agreement). The Third Amendment, among other things, (i) extends the maturity date of the commitments and loans under the Credit Agreement to June 28, 2027 and provides, at the Company's option, two one-year extensions thereafter, subject to the approval of the lenders, (ii) allows for commitment increases of up to $500 million, subject to the agreement of the Company and new or existing lenders and (iii) allows for Base Rate Loans, Term SOFR Rate Loans, Daily Simple SOFR Loans and Swing Line Loans (each defined in the Third Amendment). Base Rate Loans bear interest at a Base Rate (as defined in the Third Amendment) plus a margin based on the Company's then current credit ratings.
The Company's revolving credit facility may be used for working capital, capital expenditures, share repurchases and any other lawful corporate purposes. The Company's revolving credit facility is underwritten by a syndicate of a large group of financial institutions, each of which is obligated to fund its pro-rata portion of any borrowings by the Company. No one lender of the large group of financial institutions in the syndicate for the Company's revolving credit facility holds more than 10% of the financial commitments under such facility. The large syndicate group and relatively low percentage of participation by each lender are expected to limit the Company's exposure to disruption or consolidation in the banking industry.
The Company is not required to maintain compensating bank balances. The Company's debt issuer credit ratings, as determined by Moody's, S&P or Fitch on its non-credit-enhanced, senior unsecured long-term debt, determine the level of fees associated with the Company's revolving credit facility in addition to the interest rate charged by the lenders on any amounts borrowed against the Company's revolving credit facility; the lower the Company's debt credit rating, the higher the level of fees and borrowing rate.
The Company's revolving credit facility contains various provisions that, if not complied with, could result in termination of the Company's revolving credit facility, require early payment of amounts outstanding or similar actions. The most significant covenants and events of default under the Company's revolving credit facility are the maintenance of a debt-to-total capitalization ratio and limitations on transactions with affiliates. The Company's revolving credit facility contains financial covenants that require a total debt-to-total capitalization ratio of no greater than 65%. As of December 31, 2023, the Company was in compliance with all debt provisions and covenants.
As of December 31, 2023 and 2022, the Company had approximately $15 million and $25 million, respectively, of letters of credit outstanding under its revolving credit facility
Under the Company's revolving credit facility, for the years ended December 31, 2023, 2022 and 2021, the maximum amount of outstanding borrowings was $269 million, $1.3 billion and $1.7 billion, respectively, the average daily balance was approximately $40 million, $466 million and $609 million, respectively, and interest was incurred at a weighted average annual interest rate of 6.9%, 2.8% and 1.9%, respectively. For the years ended December 31, 2023, 2022 and 2021, the Company incurred commitment fees of approximately 20, 20 and 28 basis points, respectively, on the undrawn portion of its revolving credit facility to maintain credit availability.
Term Loan Facility. On November 9, 2022, the Company entered into a Credit Agreement (as amended, the Term Loan Agreement) with PNC Bank, National Association, as administrative agent, and the other lenders party thereto, under which such lenders agreed to make to the Company unsecured term loans in a single draw in an aggregate principal amount of up to $1.25 billion (the Term Loan Facility) to partly fund the Tug Hill and XcL Midstream Acquisition. On August 21, 2023, the Company borrowed $1.25 billion under the Term Loan Facility, receiving proceeds, net of $7.1 million of debt issuance costs, of $1,242.9 million. Prior to its draw on the Term Loan Facility, the Company incurred commitment fees of approximately 20 basis points on the undrawn portion of the Term Loan Facility to maintain credit availability.
At the Company's election, the term loans outstanding under the Term Loan Facility bear interest at a Term SOFR Rate plus the SOFR Adjustment or Base Rate (all terms defined in the Term Loan Agreement), each plus a margin based on the Company's credit ratings. The Company may voluntarily prepay, in whole or in part, borrowings under the Term Loan Facility without premium or penalty but subject to reimbursement of funding losses with respect to prepayment of loans that bear interest based on the Term SOFR Rate. Borrowings under the Term Loan Facility that are repaid may not be re-borrowed. During the period from August 21, 2023 through December 31, 2023, under the Term Loan Facility, interest was incurred at a weighted average annual interest rate of 6.9%.
The Term Loan Agreement contains certain representations and warranties and various affirmative and negative covenants and events of default, including (i) a restriction on the ability of the Company and certain of its subsidiaries to incur or permit liens on assets, subject to certain significant exceptions, (ii) a restriction on the ability of certain of the Company's subsidiaries to incur debt, subject to certain significant exceptions, (iii) the establishment of a maximum consolidated debt-to-total capital ratio of the Company and its subsidiaries of 65%, (iv) a limitation on certain changes to the Company's business and (v) certain restrictions related to mergers and sales of all or substantially all of the Company's assets.
On January 16, 2024, the Company entered into a third amendment to the Term Loan Agreement to, among other things, extend the maturity date of the Term Loan Agreement from June 30, 2025 to June 30, 2026. The third amendment to the Term Loan Agreement became effective on January 19, 2024 upon the Company's prepayment of $750 million principal amount of the term loans outstanding under the Term Loan Facility, as funded by the proceeds from the Company's 5.750% senior notes issuance and cash on hand.
Senior Notes. The indentures governing the Company's long-term indebtedness contain certain restrictive financial and operating covenants, including covenants that restrict, among other things, the Company'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. Certain of the Company's senior notes also include an offer to repurchase provision applicable upon the occurrence of certain change of control events specified in the applicable indentures. Interest rates for the Company's senior notes due February 1, 2025 and senior notes due February 1, 2030 fluctuate based on changes to the credit ratings assigned to the Company's senior notes by Moody's, S&P and Fitch. Interest rates for the Company's other outstanding senior notes do not fluctuate.
As of December 31, 2023, aggregate maturities for the Company's senior notes were zero in 2024, $602 million in 2025, $798 million in 2026, $1,170 million in 2027, $500 million in 2028 and $1,428 million thereafter.
5.700% Senior Notes. On October 4, 2022, the Company issued $500 million aggregate principal amount of 5.700% senior notes to partly fund the Tug Hill and XcL Midstream Acquisition. On May 10, 2023, following the receipt of the requisite consents of holders of a majority of the aggregate principal amount of the Company's 5.700% senior notes, the Company amended the mandatory redemption provision of the indenture governing the Company's outstanding 5.700% senior notes. Under the terms set forth in the consent solicitation statement, the Company paid consent fees of $5.3 million in the aggregate to holders of outstanding 5.700% senior notes who delivered valid consents.
5.750% Senior Notes. On January 19, 2024, the Company issued $750 million aggregate principal amount of 5.750% senior notes due February 1, 2034. The Company used the proceeds, net of $8.2 million of debt issuance costs and underwriters' discount, of $741.8 million to prepay a portion of the term loans outstanding under the Term Loan Facility.
Note Payable to EQM. EQM owns a preferred interest in EQT Energy Supply, LLC, a subsidiary of the Company, that is accounted for as a note payable due to the terms of the operating agreement of EQT Energy Supply, LLC. Principal amounts due for the note payable to EQM are $6.2 million in 2024, $6.5 million in 2025, $6.9 million in 2026, $7.3 million in 2027, $7.8 million in 2028 and $53.8 million thereafter.
Surety Bonds. As of December 31, 2022, the Company had approximately $180 million of surety bonds outstanding, which were issued pursuant to contractual requirements as a result of the Company's then-assigned credit ratings by Moody's, S&P and Fitch. The Company had no surety bonds outstanding as of December 31, 2023.
Convertible Notes. In April 2020, the Company issued $500 million aggregate principal amount of 1.75% convertible senior notes (the Convertible Notes).
On January 2, 2024, in accordance with the indenture governing the Convertible Notes (the Convertible Notes Indenture), the Company issued an irrevocable notice of redemption (the Redemption Notice) for all of the outstanding Convertible Notes and announced that it would redeem any of the Convertible Notes outstanding on January 17, 2024 in cash for 100% of the principal amount, plus accrued and unpaid interest on such Convertible Notes to, but excluding, such redemption date (the Redemption Price).
Pursuant to the Convertible Notes Indenture and Redemption Notice, in lieu of surrendering their Convertible Notes for redemption, certain holders of the Convertible Notes exercised their right to convert their Convertible Notes prior to the conversion deadline of 5:00 p.m., New York City time, on January 12, 2024 (the Conversion Deadline). Between January 2, 2024 and the Conversion Deadline, Convertible Notes with an aggregate principal amount of $289.6 million were validly surrendered for conversion and 19,992,482 shares of EQT Corporation common stock were issued to the holders of such Convertible Notes. The remaining $0.6 million in outstanding principal amount of Convertible Notes was redeemed (the Redemption) on January 17, 2024 in cash for the Redemption Price.
Prior to the Redemption, holders of the Convertible Notes had the right to convert their Convertible Notes at their option under the following circumstances:
-
during any quarter as long as the last reported price of EQT Corporation common stock for at least 20 trading days (consecutive or otherwise) during the period of 30 consecutive trading days ending on the last trading day of the immediately preceding quarter is greater than or equal to 130% of the conversion price on each such trading day (the Sale Price Condition);
-
during the five-business-day period after any five-consecutive-trading-day period (the measurement period) in which the trading price per $1,000 principal amount of the Convertible Notes for each trading day of the measurement period is less than 98% of the product of the last reported price of EQT Corporation common stock and the conversion rate for the Convertible Notes on each such trading day;
-
if the Company calls any or all of the Convertible Notes for redemption at any time prior to the close of business on the second scheduled trading day immediately preceding such redemption date; and
-
upon the occurrence of certain corporate events set forth in the Convertible Notes Indenture.
As a result of the Sale Price Condition for conversion of the Convertible Notes being satisfied as of December 31, 2023 and the delivery of the Redemption Notice, holders of the Convertible Notes were permitted to convert their Convertible Notes at their option during the period of January 1, 2024 through the Conversion Deadline, subject to the terms and conditions set forth in the Convertible Notes Indenture and Redemption Notice. In addition, the Sale Price Condition for conversion of the Convertible Notes was satisfied as of December 31, 2022, and, accordingly, holders of the Convertible Notes were permitted to convert their Convertible Notes at their option at any time during the first quarter of 2023, subject to the terms and conditions set forth in the Convertible Notes Indenture. Therefore, as of December 31, 2023 and 2022, the net carrying value of the Convertible Notes was included in current portion of debt in the Consolidated Balance Sheets.
The table below summarizes adjustments made to the conversion rate for the Convertible Notes as a result of cash dividends paid by the Company on EQT Corporation common stock during 2023.
| Dividend Paid | Effective Date of Adjustment to Conversion Rate | Conversion Shares of EQT Corporation Common Stock per $1,000 Principal Amount | ||||||||||||
| First Quarter of 2023 | February 17, 2023 | 68.0740 | ||||||||||||
| Second Quarter of 2023 | May 9, 2023 | 68.3917 | ||||||||||||
| Third Quarter of 2023 | August 8, 2023 | 68.6360 | ||||||||||||
| Fourth Quarter of 2023 | November 7, 2023 | 68.8912 |
In addition, as a result of the delivery of the Redemption Notice, during the period of January 2, 2024 through the Conversion Deadline, the conversion rate was further adjusted to 69.0364 shares of EQT Corporation common stock per $1,000 principal amount of Convertible Notes.
The table below summarizes settlements of Convertible Notes conversion right exercises for the year ended December 31, 2023 and the period from January 1, 2024 through the Conversion Deadline. The Company settled all such conversions in shares of EQT Corporation common stock. Convertible Notes conversion right exercises are accrued in the period received.
| Settlement Month | Principal Converted | Shares Issued | Average Conversion Price | |||||||||||||||||
| (Thousands) | ||||||||||||||||||||
| January 2023 | $ | 7 | 473 | $ | 33.70 | |||||||||||||||
| February 2023 | 8 | 541 | 30.77 | |||||||||||||||||
| March 2023 | 6 | 408 | 31.46 | |||||||||||||||||
| April 2023 | 58 | 3,948 | 32.01 | |||||||||||||||||
| June 2023 | 4 | 272 | 39.06 | |||||||||||||||||
| July 2023 | 10 | 682 | 40.92 | |||||||||||||||||
| September 2023 | 6 | 411 | 42.35 | |||||||||||||||||
| October 2023 | 8 | 547 | 40.52 | |||||||||||||||||
| November 2023 | 111,650 | 7,668,374 | 43.16 | |||||||||||||||||
| December 2023 | 12,264 | 844,878 | 38.04 | |||||||||||||||||
| January 2024 (a) | 290,235 | 20,036,639 | 38.03 |
(a)Includes settlements of Convertible Notes conversion right exercises that were exercised in December 2023 but settled in January 2024.
The table below summarizes the components of interest expense related to the Convertible Notes. The effective interest rate for the Convertible Notes is 2.4%.
| Years Ended December 31, | |||||||||||||||||
| 2023 | 2022 | 2021 | |||||||||||||||
| (Thousands) | |||||||||||||||||
| Contractual interest expense | $ | 6,947 | $ | 8,006 | $ | 8,750 | |||||||||||
| Amortization of issuance costs | 2,220 | 2,522 | 2,695 | ||||||||||||||
| Total Convertible Notes interest expense | $ | 9,167 | $ | 10,528 | $ | 11,445 |
Capped Call Transactions. In connection with, but separate from, the issuance of the Convertible Notes, the Company entered into capped call transactions (the Capped Call Transactions) with certain financial institutions (the Capped Call Counterparties) to reduce the potential dilution to EQT Corporation common stock upon any conversion of Convertible Notes at maturity and/or offset any cash payments that the Company is required to make in excess of the principal amount of such converted notes. The Capped Call Transactions had an initial strike price of $15.00 per share of EQT Corporation common stock and an initial cap price of $18.75 per share of EQT Corporation common stock, each of which were subject to certain customary adjustments, including adjustments as a result of the Company paying dividends on its common stock, and were set to expire in April 2026. The Company recorded the cost to purchase the Capped Call Transactions of $32.5 million as a reduction to shareholders' equity.
On January 18, 2024, the Company entered into separate termination agreements with each of the Capped Call Counterparties, pursuant to which the Capped Call Counterparties paid the Company an aggregate $93.3 million (the Termination Payment), and the Capped Call Transactions were terminated. The Company received the Termination Payment on January 22, 2024. The Termination Payment was recorded as an increase to shareholders' equity.
9. Common Stock
As of December 31, 2023, the Company had reserved 16.5 million shares of authorized and unissued EQT Corporation common stock for stock compensation plans and approximately 31.5 million shares of authorized and unissued EQT Corporation common stock for settlement of the Convertible Notes.
On December 13, 2021, the Company announced that its Board of Directors approved a share repurchase program (the Share Repurchase Program) authorizing the Company to repurchase shares of outstanding EQT Corporation common stock for an aggregate purchase price of up to $1 billion, excluding fees, commissions and expenses. On September 6, 2022, the Company announced that its Board of Directors approved a $1 billion increase to the Share Repurchase Program, pursuant to which approval the Company is authorized to repurchase shares of outstanding EQT Corporation common stock for an aggregate purchase price of up to $2 billion, excluding fees, commissions and expenses. The Share Repurchase Program was originally scheduled to expire on December 31, 2023; however, on April 26, 2023, the Company announced that its Board of Directors approved a one-year extension of the Share Repurchase Program. As a result of such extension, the Share Repurchase Program will expire on December 31, 2024, but it may be suspended, modified or discontinued at any time without prior notice.
| Total number of shares purchased | Aggregate purchase price (a) | Average price paid per share (a) | ||||||||||||||||||
| (Millions) | ||||||||||||||||||||
| Year Ended December 31, 2021 | 1,361,668 | $ | 29.4 | $ | 21.56 | |||||||||||||||
| Year Ended December 31, 2022 | 13,139,641 | 392.7 | 29.89 | |||||||||||||||||
| Year Ended December 31, 2023 | 5,906,159 | 200.0 | 33.86 | |||||||||||||||||
| Total | 20,407,468 | $ | 622.1 |
(a)Excludes fees and broker commissions.
See Note 8 for a discussion of the Company's issuance of shares of EQT Corporation common stock for settlement of Convertible Notes conversion right exercises for the year ended December 31, 2023 and the period from January 1, 2024 through the Conversion Deadline.
In August 2023, the Company issued 49,599,796 shares of EQT Corporation common stock as part of the consideration for the Tug Hill and XcL Midstream Acquisition described in Note 6.
In July 2021, the Company issued 98,789,388 shares of EQT Corporation common stock as part of the consideration for the Alta Acquisition described in Note 6.
10. Share-Based Compensation Plans
The following table summarizes the Company's share-based compensation expense.
| Years Ended December 31, | |||||||||||||||||
| 2023 | 2022 | 2021 | |||||||||||||||
| (Thousands) | |||||||||||||||||
| Incentive Performance Share Unit Programs | $ | 23,915 | $ | 23,443 | $ | 15,386 | |||||||||||
| Restricted stock awards | 20,119 | 23,028 | 19,217 | ||||||||||||||
| Non-qualified stock options | 28 | 221 | 550 | ||||||||||||||
| Stock appreciation rights | 4,056 | 17,406 | 9,183 | ||||||||||||||
| Other programs, including non-employee director awards | 3,082 | 3,313 | 3,171 | ||||||||||||||
| Total share-based compensation expense (a) | $ | 51,200 | $ | 67,411 | $ | 47,507 |
(a)For the years ended December 31, 2023 and 2021, share-based compensation expense of $3.6 million and $4.7 million, respectively, was included in other operating expenses. There were no such costs in 2022.
The Company typically elects to fund awards paid in stock through 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. Prior to 2023, the Company typically used treasury stock to fund awards paid in stock.
Cash received from exercises under all share-based payment arrangements for employees and directors for the year ended December 31, 2022 was $15.9 million. There was no cash received from exercises under all share-based payment arrangements for employees and directors for the years ended December 31, 2023 and 2021. During the years ended December 31, 2023, 2022 and 2021, share-based payment arrangements paid in stock generated tax benefits of $16.5 million, $4.1 million and $1.3 million, respectively. Cash paid for taxes related to net settlement of share-based incentive awards for the years ended December 31, 2023, 2022 and 2021 were $41.8 million, $24.8 million and $3.8 million, respectively.
Incentive Performance Share Unit Programs – Equity & Liability
The Management Development and Compensation Committee of the Company's Board of Directors (the Compensation Committee) has adopted the following programs under each respective Long-Term Incentive Plan (LTIP):
-
2019 Incentive Performance Share Unit Program (2019 Incentive PSU Program) under the 2014 LTIP;
-
2020 Incentive Performance Share Unit Program (2020 Incentive PSU Program) under the 2019 LTIP;
-
2021 Incentive Performance Share Unit Program (2021 Incentive PSU Program) under the 2020 LTIP;
-
2022 Incentive Performance Share Unit Program (2022 Incentive PSU Program) under the 2020 LTIP; and
-
2023 Incentive Performance Share Unit Program (2023 Incentive PSU Program) under the 2020 LTIP.
The programs noted above are collectively referred to as the Incentive PSU Programs. The 2020 Incentive PSU Program, 2021 Incentive PSU Program, 2022 Incentive PSU Program and 2023 Incentive PSU Program granted equity awards. The 2019 Incentive PSU Program granted both equity and liability awards.
The Incentive PSU Programs were established to provide long-term incentive opportunities to executives and 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.
Executive performance incentive program awards granted in year 2019 were earned based on:
-
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.
Executive performance incentive program awards granted in year 2020 are earned based on:
-
adjusted well costs;
-
adjusted free cash flow; and
-
the level of total shareholder return relative to a predefined peer group.
Executive performance incentive program awards granted in year 2021 are earned based on:
- the level of absolute total shareholder return and total shareholder return relative to a predefined peer group.
Executive performance incentive program awards granted in year 2022 are earned based on:
-
the level of absolute total shareholder return and total shareholder return relative to a predefined peer group; and
-
the Company's performance in achieving its 2025 net zero Scopes 1 and 2 emissions target.
Executive performance incentive program awards granted in year 2023 are earned based on:
- the level of absolute total shareholder return and total shareholder return relative to a predefined peer group.
The payout factor for the 2019 Incentive PSU Program varied between zero and 300% of the number of outstanding units contingent upon the performance metrics listed above. The 2020 Incentive PSU Program has a payout factor that ranges from zero to 150%, the 2021 Incentive PSU Program and 2023 Incentive PSU Program have a payout factor that ranges from zero to 200% and the 2022 Incentive PSU Program has a payout factor that ranges from zero to 220% (which includes the Company's performance in achieving its 2025 net zero Scopes 1 and 2 emissions target). The Company recorded the 2020 Incentive PSU Program, the 2021 Incentive PSU Program, the 2022 Incentive PSU Program, the 2023 Incentive PSU Program and the portion of the 2019 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 end point of the performance period. The 2019 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 end 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. As the Incentive PSU Programs include a performance condition that affects the number of shares that will ultimately vest, 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 to record expense at the probable outcome grant date fair value or measurement date fair value, as applicable. Vesting of the units under each Incentive PSU Program occurs upon payment after the end of the performance period.
The following table summarizes Incentive PSU Programs to be settled in stock and classified as equity awards.
| Incentive PSU Programs – Equity Settled | Nonvested Shares (a) | Weighted Average Fair Value | Aggregate Fair Value | |||||||||||||||||
| Outstanding at December 31, 2020 | 1,939,728 | $ | 15.92 | $ | 30,878,465 | |||||||||||||||
| Granted in Period | 922,260 | 23.44 | 21,617,774 | |||||||||||||||||
| Granted from Multiplier | 61,076 | 76.53 | 4,674,146 | |||||||||||||||||
| Vested | (168,416) | 76.53 | (12,888,876) | |||||||||||||||||
| Outstanding at December 31, 2021 | 2,754,648 | 16.08 | 44,281,509 | |||||||||||||||||
| Granted in Period | 575,120 | 29.73 | (b) | 17,098,318 | ||||||||||||||||
| Granted from Multiplier | 162,183 | 29.45 | 4,776,289 | |||||||||||||||||
| Vested | (625,563) | 29.45 | (18,422,830) | |||||||||||||||||
| Forfeited | (4,398) | 13.28 | (58,405) | |||||||||||||||||
| Outstanding at December 31, 2022 | 2,861,990 | 16.66 | 47,674,881 | |||||||||||||||||
| Granted in Period | 404,790 | 38.79 | 15,701,804 | |||||||||||||||||
| Granted from Multiplier | 409,383 | 6.56 | 2,685,552 | |||||||||||||||||
| Vested | (1,773,994) | 6.56 | (11,637,401) | |||||||||||||||||
| Forfeited | (70,616) | 37.59 | (2,654,455) | |||||||||||||||||
| Outstanding at December 31, 2023 | 1,831,553 | $ | 28.27 | $ | 51,770,381 |
(a)For the years ended December 31, 2021 and 2020, the Company settled total shares of 9,550 and 7,020, respectively, for Equitrans Midstream employees.
(b)The 2022 Incentive PSU Program was granted as a liability award and converted to an equity award in April 2022. The fair value determined through a Monte Carlo simulation at the time of conversion totaled $75.32 per share, which was an increase of $45.59 per share from fair value determined through a Monte Carlo simulation at the grant date.
The following table summarizes Incentive PSU Programs to be settled in cash and classified as liability awards.
| Incentive PSU Programs – Cash Settled | Nonvested Shares (a) | Weighted Average Fair Value | Aggregate Fair Value | |||||||||||||||||
| Outstanding at December 31, 2020 | 339,695 | $ | 43.52 | $ | 14,782,424 | |||||||||||||||
| Granted from Multiplier | 32,350 | 76.53 | 2,475,746 | |||||||||||||||||
| Vested | (134,525) | 76.53 | (10,293,571) | |||||||||||||||||
| Forfeited | (3,940) | 29.45 | (116,033) | |||||||||||||||||
| Outstanding at December 31, 2021 | 233,580 | 29.32 | 6,848,566 | |||||||||||||||||
| Granted from Multiplier | 81,753 | 29.32 | 2,396,998 | |||||||||||||||||
| Vested | (315,333) | 29.32 | (9,245,564) | |||||||||||||||||
| Outstanding at December 31, 2022 | — | $ | — | $ | — |
(a)For the years ended 2021 and 2020, the Company settled total shares paid in cash of 84,697 and 40,018, respectively, for Equitrans Midstream employees.
Total capitalized compensation costs related to the Incentive PSU Programs for the years ended December 31, 2023, 2022 and 2021 were $0.6 million, $0.6 million and $0.8 million, respectively. As of December 31, 2023, $12.9 million and $9.6 million of unrecognized compensation cost (assuming no changes to the performance condition achievement level) related to the 2022 Incentive PSU Program and 2023 Incentive PSU Program, respectively, was expected to be recognized over the remainder of the performance periods.
Fair value is estimated using a Monte Carlo simulation valuation method with the following weighted average assumptions at grant date:
| Incentive PSU Programs Issued During the Years Ended December 31, | |||||||||||||||||||||||||||||
| 2023 (a) | 2022 | 2021 (a) | 2020 (b) | 2019 | |||||||||||||||||||||||||
| Risk-free rate | 4.16% | 1.52% | 0.18% | 1.22% | 2.44% | ||||||||||||||||||||||||
| Volatility factor | 59.31% | 65.38% | 72.50% | 45.41% | 54.60% | ||||||||||||||||||||||||
| Expected term | 3 years | 3 years | 3 years | 3 years | 3 years |
(a)There were two grant dates for the 2023 Incentive PSU Program and the 2021 Incentive PSU Program. Amounts shown represent weighted average.
(b)There were three grant dates for the 2020 Incentive PSU Program. Amounts shown represent weighted average.
Dividends paid from the beginning of the performance period will be cumulatively added as additional shares of common stock; therefore, dividend yield is not applicable.
Restricted Stock Unit Awards
The Company granted 953,270, 1,288,430 and 1,980,230 restricted stock unit equity awards to employees of the Company during the years ended December 31, 2023, 2022 and 2021, respectively. Awards are subject to a three-year graded vesting schedule commencing with the date of grant, assuming continued service through each vesting date. For the years ended December 31, 2023, 2022 and 2021, the weighted average fair value of these restricted stock unit grants, based on the grant date fair value of EQT Corporation common stock, was approximately $31.88, $21.65 and $13.92, respectively.
The total fair value of restricted stock unit equity awards vested during the years ended December 31, 2023, 2022 and 2021 was $23.5 million, $16.6 million and $8.6 million, respectively. Total capitalized compensation costs related to the restricted stock unit equity awards was $5.7 million, $6.6 million and $6.7 million for the years ended December 31, 2023, 2022 and 2021, respectively.
As of December 31, 2023, $17.1 million of unrecognized compensation cost related to nonvested restricted stock unit equity awards was expected to be recognized over a remaining weighted average vesting term of approximately 0.7 years.
The following table summarizes restricted stock unit equity award activity as of December 31, 2023.
| Restricted Stock – Equity Settled | Nonvested Shares | Weighted Average Fair Value | Aggregate Fair Value | |||||||||||||||||
| Outstanding at January 1, 2022 | 3,104,281 | $ | 12.58 | $ | 39,056,435 | |||||||||||||||
| Granted | 1,288,430 | 21.65 | 27,893,331 | |||||||||||||||||
| Vested | (1,368,577) | 12.16 | (16,644,859) | |||||||||||||||||
| Forfeited | (97,189) | 15.56 | (1,512,333) | |||||||||||||||||
| Outstanding at December 31, 2022 | 2,926,945 | 16.67 | 48,792,574 | |||||||||||||||||
| Granted | 953,270 | 31.88 | 30,389,954 | |||||||||||||||||
| Vested | (1,544,968) | 15.20 | (23,482,927) | |||||||||||||||||
| Forfeited | (117,445) | 24.52 | (2,879,751) | |||||||||||||||||
| Outstanding at December 31, 2023 | 2,217,802 | $ | 23.82 | $ | 52,819,850 |
Non-Qualified Stock Options
The fair value of the Company's option grants was estimated at the grant date using a Black-Scholes option-pricing model with the assumptions indicated in the table below for the year ended December 31, 2020. 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 EQT Corporation common stock at the time of grant. Expected volatilities are based on historical volatility of EQT Corporation common stock. The expected term represents the period of time that options granted are expected to be outstanding based on historical option exercise experience. There were no stock options granted in 2023, 2022 and 2021.
| Year Ended December 31, 2020 | |||||
| Risk-free interest rate | 1.10 | % | |||
| Dividend yield | — | % | |||
| Volatility factor | 60.00 | % | |||
| Expected term | 4 years | ||||
| Number of Options Granted | 1,000,000 | ||||
| Weighted Average Grant Date Fair Value | $ | 1.61 |
The total intrinsic value of options exercised during the years ended December 31, 2023 and 2022 was $1.4 million and $20.2 million, respectively. There were no stock option exercises in 2021.
The following table summarizes option activity as of December 31, 2023.
| Non-Qualified Stock Options | Shares | Weighted Average Exercise Price | Weighted Average Remaining Contractual Term | Aggregate Intrinsic Value | ||||||||||||||||||||||
| Outstanding at January 1, 2023 | 1,583,636 | $ | 18.81 | |||||||||||||||||||||||
| Exercised | (60,100) | 20.44 | ||||||||||||||||||||||||
| Outstanding and Exercisable at December 31, 2023 | 1,523,536 | $ | 18.75 | 2.7 years | $ | 31,840,100 | ||||||||||||||||||||
Stock Appreciation Rights
During 2020, the Company granted stock appreciation rights subject to certain performance conditions, such as adjusted well costs and adjusted free cash flow. The participant was entitled to receive, upon exercise, a number of shares of EQT Corporation common stock, cash or a combination of the two, based upon the excess of the fair market value as of the date of exercise over a base price of $10.00.
The awards were accounted for as liability awards and, as such, compensation expense was recorded based on the fair value of the awards as remeasured at the end of each reporting period. Assumptions at grant date are indicated in the table below. The risk-free rate was based on the U.S. Treasury yield curve in effect at the reporting date. The dividend yield was based on the dividend yield of EQT Corporation common stock at the reporting date. Expected volatilities were based on a 50-50 blend of the expected term-matched historical volatility as of the valuation date and the weighted-average implied volatility from thirty days prior to the valuation date. The expected term represents the period of time between the valuation date and the midpoint of the exercise window.
| 2020 Stock Appreciation Rights | |||||
| Risk-free interest rate | 0.30 | % | |||
| Dividend yield | — | % | |||
| Volatility factor | 67.50 | % | |||
| Expected term | 3.28 years | ||||
| Number of Stock Appreciation Rights Granted | 1,240,000 | ||||
| Weighted Average Grant Date Fair Value | $ | 2.61 | |||
| Total Intrinsic Value of Exercises | $ | — |
All outstanding stock appreciation rights were exercised during 2023. The total intrinsic value of stock appreciation rights exercised during the year ended December 31, 2023 was $33.4 million. There were no exercises in 2022 or 2021.
The following table summarizes stock appreciation rights activity as of December 31, 2023.
| Stock Appreciation Rights | Shares | Weighted Average Exercise Price | Weighted Average Remaining Contractual Term | Aggregate Intrinsic Value | ||||||||||||||||||||||
| Outstanding at January 1, 2023 | 1,240,000 | $ | 10.00 | |||||||||||||||||||||||
| Exercised | (1,240,000) | 10.00 | ||||||||||||||||||||||||
| Outstanding and Exercisable at December 31, 2023 | — | $ | — | — | $ | — | ||||||||||||||||||||
Non-employee Directors' Share-Based Awards
The Company grants to non-employee directors restricted stock unit awards that vest on the date of the Company's annual meeting of shareholders immediately following the grant of such awards. The restricted stock unit awards are settled in EQT Corporation common stock on the vesting date or, if elected by the director, following a director's termination of service on the Company's Board of Directors.
Awards granted prior to 2020 that are to be paid in cash are accounted for as liability awards and, as such, compensation expense is recorded based on the fair value of the awards as remeasured at the end of each reporting period. Awards to be settled in EQT Corporation common stock are accounted for as equity awards and, as such, compensation expense is recorded based on the fair value of the awards at the grant date fair value. A total of 421,358 non-employee director share-based awards, including accrued dividends, were outstanding as of December 31, 2023. A total of 66,300, 44,800 and 120,080 share-based awards were granted to non-employee directors during the years ended December 31, 2023, 2022 and 2021, respectively. The weighted average fair value of these grants, based on the closing price of EQT Corporation common stock on the business day prior to the grant date, was $33.31, $43.97 and $17.49 for the years ended December 31, 2023, 2022 and 2021, respectively.
11. Commitments and Contingencies
Purchase Obligations
The Company has commitments for demand charges under existing long-term contracts and binding precedent agreements with various pipelines as well as commitments for processing capacity. Aggregate future payments for these items as of December 31, 2023 were $22.0 billion, composed of $1.8 billion in 2024, $1.8 billion in 2025, $1.7 billion in 2026, $1.7 billion in 2027, $1.4 billion in 2028 and $13.6 billion thereafter (primarily concentrated in 2029 through 2044).
In addition, the Company has commitments to pay for services and materials related to its operations, which primarily include minimum volume commitments to obtain water services and electric hydraulic fracturing services and commitments to purchase equipment, materials and sand. As of December 31, 2023, future commitments under these contracts were $823.1 million, composed of $228.8 million in 2024, $164.5 million in 2025, $138.0 million in 2026, $111.0 million in 2027, $72.9 million in 2028 and $107.9 million thereafter.
See Note 13 for a summary of undiscounted future cash flows owed by the Company as lessee to lessors pursuant to contractual agreements in effect as of December 31, 2023.
Legal and Regulatory 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 evaluates its legal proceedings, including litigation and regulatory and governmental investigations and inquiries, on a regular basis and accrues a liability for such matters when the Company believes that a loss is probable and the amount of the loss can be reasonably estimated. Any such accruals are adjusted thereafter as appropriate to reflect changed circumstances. In the event the Company determines that (i) a loss to the Company is probable but the amount of the loss cannot be reasonably estimated, or (ii) a loss to the Company is less likely than probable but is reasonably possible, then the Company is required to disclose the matter herein, although the Company is not required to accrue such loss.
When able, the Company determines an estimate of reasonably possible losses or ranges of reasonably possible losses, whether in excess of any related accrued liability or where there is no accrued liability, for legal proceedings. In instances where such estimates can be made, any such estimates are based on the Company’s analysis of currently available information and are subject to significant judgment and a variety of assumptions and uncertainties and may change as new information is obtained.
The ultimate outcome of the matters described below, such as whether the likelihood of loss is remote, reasonably possible, or probable, or if and when the range of loss is reasonably estimable, is inherently uncertain. Furthermore, due to the inherent subjectivity of the assessments and unpredictability of outcomes of legal proceedings, any amounts accrued or estimated as possible losses may not represent the ultimate loss to the Company from the legal proceedings in question and the Company’s exposure and ultimate losses may be higher, and possibly significantly so, than the amounts accrued or estimated.
Securities Class Action Litigation. On December 6, 2019, an amended putative class action complaint was filed in the United States District Court for the Western District of Pennsylvania by Cambridge Retirement System, Government of Guam Retirement Fund, Northeast Carpenters Annuity Fund, and Northeast Carpenters Pension Fund, on behalf of themselves and all those similarly situated, against EQT Corporation, and certain former executives and current and former board members of EQT Corporation (the Securities Class Action). The complaint alleges that certain statements made by EQT Corporation regarding its merger with Rice Energy Inc. in 2017 (the Rice Merger) were materially false and violated various federal securities laws. Pursuant to the complaint, the plaintiffs seek compensatory or rescissory damages in an unspecified amount for all damages allegedly sustained by the class as a result of alleged negative impacts to EQT Corporation's stock price in 2018 and 2019. This legal proceeding is currently in discovery and a trial date has not been determined.
Additionally, following the filing of the Securities Class Action complaint, several other lawsuits were filed in the United States District Court for the Western District of Pennsylvania and the Court of Common Pleas of Allegheny County, Pennsylvania by certain shareholders of EQT Corporation against EQT Corporation and certain former executives and current and former board members of EQT Corporation asserting substantially the same allegations as those raised in the Securities Class Action. These matters are currently pending, the majority of which have been stayed pending a ruling on dispositive motions in the Securities Class Action. The Company believes it will prevail against the claims asserted in the Securities Class Action and related litigation, but unpredictability is inherent in litigation and the Company cannot predict the outcomes with any certainty.
With respect to the matters described above, the Company is unable at this time to estimate the losses that are reasonably possible to be incurred or a range of such losses due to various factors, including that the proceedings are still in their early stages and discovery is not complete; the matters present meaningful legal uncertainties; and predicting the outcome depends on making assumptions about future decisions of courts and the behavior of other parties for which the Company does not currently have sufficient information. The matters described above contain certain information related to claims against the Company as alleged in pleadings. While information of this type may provide insight into the potential magnitude of a matter, it does not necessarily represent the Company’s estimate of a probable or reasonably possible loss or the Company's judgment as to any currently appropriate accrual.
Regulatory and Environmental Matters. 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 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. 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 $5.0 million was recorded in other liabilities and credits in the Consolidated Balance Sheet as of December 31, 2023.
Other Matters. In addition to the matters described above, the Company, in the normal course of business, is subject to various other pending and threatened legal proceedings in which claims for monetary damages or other relief are asserted. The Company does not anticipate, at the present time, that the ultimate aggregate liability, if any, arising out of such other legal proceedings will have a material adverse effect on the Company’s financial position, results of operations or liquidity.
12. Concentrations of Credit Risk
Revenues and related accounts receivable from the Company's operations are generated primarily from the sale of produced natural gas, NGLs and oil to marketers, utilities and industrial customers located in the Appalachian Basin and in markets that are accessible through the Company's transportation portfolio, which includes markets in the Gulf Coast, Midwest and Northeast United States and Canada. The Company also contracts with certain processors to market a portion of NGLs on behalf of the Company. The Company does not depend on any single customer and believes that the loss of any one customer would not have an adverse effect on the Company's ability to sell its natural gas, NGLs and oil.
Approximately 93% and 91% of the Company's accounts receivable balances as of December 31, 2023 and 2022, respectively, represent amounts due from non-end users. The Company manages the credit risk of sales to non-end users by limiting its dealings with only non-end users 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 non-end user for that non-end user to meet the Company's credit criteria. The Company did not experience any significant defaults on sales of natural gas to non-end users during the years ended December 31, 2023, 2022 and 2021.
The Company is exposed to credit loss in the event of nonperformance by counterparties to its 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 the financial industry as a whole. The Company uses various processes and analyses to monitor and evaluate its credit risk exposures, including monitoring current market conditions and counterparty credit fundamentals. 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, 2023, 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, 2023, the Company made no adjustments to the fair value of its 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 its derivative contracts.
13. Leases
The Company leases drilling rigs, facilities, vehicles and drilling and compression equipment.
To determine the present value of its right-of-use assets and lease liabilities, the Company calculates a discount rate per lease contract based on an estimate of the rate of interest that the Company would pay to borrow (on a collateralized basis, over a similar term) an amount equal to the lease payment obligation.
The Company has elected a practical expedient to forgo application of the recognition requirements under ASU 2016-02, Leases, to short-term leases; as such, short-term leases are not recorded in the Consolidated Balance Sheets. In addition, the Company has elected a practical expedient to account for lease and nonlease components together as a lease.
Certain of the Company's lease contracts include variable lease payments, such as payments for property taxes and other operating and maintenance expenses and payments based on asset use, which are not included in the lease cost or the present value of the right-of-use asset or lease liability. Certain of the Company's lease contracts provide renewal periods at the Company's option; if a renewal period option is reasonably assured to be exercised, the associated lease payment obligation is included in the present value of the right-of-use asset and lease liability. As of December 31, 2023 and 2022, the Company was not a lessor.
The following table summarizes the Company's lease costs.
| Years Ended December 31, | |||||||||||||||||
| 2023 | 2022 | 2021 | |||||||||||||||
| (Thousands) | |||||||||||||||||
| Operating and finance lease costs | $ | 29,169 | $ | 21,638 | $ | 19,826 | |||||||||||
| Variable and short-term lease costs | 24,151 | 13,726 | 11,516 | ||||||||||||||
| Total lease costs (a) | $ | 53,320 | $ | 35,364 | $ | 31,342 |
(a)Includes drilling rig lease costs capitalized to property, plant and equipment of $40.8 million, $25.4 million and $22.1 million, respectively, of which $24.5 million, $17.7 million and $16.5 million, respectively, were operating lease costs for the years ended December 31, 2023, 2022 and 2021.
For the years ended December 31, 2023, 2022 and 2021, cash paid for lease liabilities and reported in net cash provided by operating activities in the Statements of Consolidated Cash Flows was $10.1 million, $10.3 million and $9.7 million, respectively. For the years ended December 31, 2023, 2022 and 2021, cash paid for lease liabilities and reported in net cash (used in) provided by financing activities in the Statements of Consolidated Cash Flows was $2.3 million, $1.8 million and $1.1 million, respectively. As of December 31, 2023, 2022 and 2021, the weighted average remaining lease term was 1.8 years, 1.9 years and 2.6 years, respectively. For the years ended December 31, 2023, 2022 and 2021, the weighted average discount rate was 4.7%, 4.4% and 2.9%, respectively.
The Company records its right-of-use assets in other assets and the current and noncurrent portions of its lease liabilities in other current liabilities and other liabilities and credits, respectively, in the Consolidated Balance Sheets. As of December 31, 2023 and 2022, total right-of-use assets were $48.8 million and $29.2 million, respectively, and total lease liabilities were $58.6 million and $48.0 million, respectively, of which $46.4 million and $35.4 million, respectively, were classified as current.
The following table summarizes the Company's lease payment obligations as of December 31, 2023.
| December 31, 2023 | |||||
| (Thousands) | |||||
| 2024 | $ | 47,865 | |||
| 2025 | 7,805 | ||||
| 2026 | 2,459 | ||||
| 2027 | 1,742 | ||||
| 2028 | 1,102 | ||||
| Thereafter | 415 | ||||
| Total lease payment obligations | 61,388 | ||||
| Less: Interest | 2,811 | ||||
| Present value of lease liabilities | $ | 58,577 |
14. Natural Gas Producing Activities (Unaudited)
The following supplementary information presents a summary of the results of natural gas and oil activities in accordance with the successful efforts method of accounting for production activities.
Production Costs
The following tables present total aggregate capitalized costs and costs incurred related to natural gas, NGLs and oil production activities.
| December 31, | |||||||||||
| 2023 | 2022 | ||||||||||
| (Thousands) | |||||||||||
| Capitalized costs | |||||||||||
| Proved properties | $ | 30,471,164 | $ | 25,142,857 | |||||||
| Unproved properties | 2,039,431 | 1,747,705 | |||||||||
| Total capitalized costs | 32,510,595 | 26,890,562 | |||||||||
| Less: Accumulated depreciation and depletion | 10,734,099 | 9,119,553 | |||||||||
| Net capitalized costs | $ | 21,776,496 | $ | 17,771,009 |
| Years Ended December 31, | |||||||||||||||||
| 2023 | 2022 | 2021 | |||||||||||||||
| (Thousands) | |||||||||||||||||
| Costs incurred (a) | |||||||||||||||||
| Property acquisition: | |||||||||||||||||
| Proved properties (b) | $ | 4,142,621 | $ | 82,276 | $ | 2,544,316 | |||||||||||
| Unproved properties (c) | 575,130 | 113,523 | 805,942 | ||||||||||||||
| Exploration | 3,330 | 3,438 | 24,403 | ||||||||||||||
| Development | 1,782,428 | 1,298,665 | 954,580 | ||||||||||||||
(a)Amounts exclude costs for facilities, information technology and other corporate items and include costs for midstream assets.
(b)Amounts in 2023 include $2,522.3 million, $757.6 million and $719.6 million for wells, midstream assets and leases, respectively, acquired in the Tug Hill and XcL Midstream Acquisition described in Note 6. Amounts in 2022 include $40.5 million for leases acquired in the 2022 Asset Acquisition. Amounts in 2021 include $1,754.7 million, $257.9 million and $450.0 million for wells, midstream assets and leases, respectively, acquired in the Alta Acquisition and Reliance Asset Acquisition described in Note 6.
(c)Amounts in 2023 include $523.0 million for unproved properties acquired in the Tug Hill and XcL Midstream Acquisition. Amounts in 2022 include $17.1 million for unproved properties acquired in the 2022 Asset Acquisition. Amounts in 2021 include $743.3 million for unproved properties acquired in the Alta Acquisition.
Results of Operations for Producing Activities
The following table presents the results of operations related to natural gas, NGLs and oil production.
| Years Ended December 31, | |||||||||||||||||
| 2023 | 2022 | 2021 | |||||||||||||||
| (Thousands) | |||||||||||||||||
| Sales of natural gas, NGLs and oil | $ | 5,044,768 | $ | 12,114,168 | $ | 6,804,020 | |||||||||||
| Transportation and processing | 2,157,260 | 2,116,976 | 1,942,165 | ||||||||||||||
| Production | 254,700 | 300,985 | 225,279 | ||||||||||||||
| Exploration | 3,330 | 3,438 | 24,403 | ||||||||||||||
| Depreciation and depletion | 1,732,142 | 1,665,962 | 1,676,702 | ||||||||||||||
| Loss (gain) on sale/exchange of long-lived assets | 17,445 | (8,446) | (21,124) | ||||||||||||||
| Impairment and expiration of leases | 109,421 | 176,606 | 311,835 | ||||||||||||||
| Income tax expense | 187,463 | 1,987,323 | 667,435 | ||||||||||||||
| Results of operations from producing activities, excluding corporate overhead | $ | 583,007 | $ | 5,871,324 | $ | 1,977,325 |
Reserve Information
Proved developed reserves represent only those reserves expected to be recovered from existing wells and support equipment. Proved undeveloped reserves represent proved reserves expected to be recovered from new wells after substantial development costs are incurred.
The Company's estimate of proved natural gas, NGLs and oil reserves was prepared by Company engineers. The engineer primarily responsible for overseeing the preparation of the reserves estimate holds a bachelor's degree in chemical engineering from Michigan Technological University, a master's degree in chemical engineering from Colorado State University, an Executive Master of Business Administration in energy from the University of Oklahoma and is a licensed professional engineer with 24 years of experience in the oil and gas industry. To support the accurate and timely preparation and disclosure of its reserve estimates, the Company established internal controls over its reserve estimation processes and procedures, including the following: the price, heat content conversion rate and cost assumptions used in the economic model to determine the reserves are reviewed by management; division of interest and production volume are reconciled between the system used to calculate the reserves and other accounting/measurement systems; the reserves 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 Netherland, Sewell & Associates, Inc. (NSAI), an independent consulting firm hired by management. Since 1961, NSAI has evaluated oil and gas properties and independently certified petroleum reserves quantities in the United States and internationally.
In the course of its audit, NSAI conducted a detailed review of 100% of the total net natural gas, NGLs and oil proved reserves attributable to the Company's interests as of December 31, 2023. NSAI conducted a detailed, well-by-well audit of all the Company's properties. The estimates prepared by the Company and audited by NSAI were within the recommended 10% tolerance threshold set forth in the Standards Pertaining to the Estimating and Auditing of Oil and Gas Reserves Information promulgated by the Society of Petroleum Engineers (SPE Standards). Standard engineering and geoscience methods, or a combination of methods, including performance analysis, volumetric analysis, analogy and material balance were utilized in the evaluation of reserves. All of the Company's proved reserves are located in the United States.
The Company utilizes reliable technologies in the calculation of its proved undeveloped reserves. The technologies used in the estimation of the Company's proved undeveloped reserves include, but are not limited to, empirical evidence through drilling results and well performance, production data, decline curve analysis, well logs, geologic maps, core data, seismic data, demonstrated relationship between geologic parameters and performance, and the implementation and application of statistical analysis.
For all tables presented, NGLs and oil were converted at a rate of one Mbbl to approximately six million cubic feet (MMcf).
| Years Ended December 31, | |||||||||||||||||
| 2023 | 2022 | 2021 | |||||||||||||||
| (MMcf) | |||||||||||||||||
| Natural gas, NGLs and oil | |||||||||||||||||
| Proved developed and undeveloped reserves: | |||||||||||||||||
| Balance at January 1 | 25,002,589 | 24,961,499 | 19,802,092 | ||||||||||||||
| Revision of previous estimates | (1,402,039) | (654,618) | (274,111) | ||||||||||||||
| Purchase of hydrocarbons in place | 2,600,667 | 141,038 | 4,186,933 | ||||||||||||||
| Extensions, discoveries and other additions | 3,411,750 | 2,494,713 | 3,104,402 | ||||||||||||||
| Production | (2,016,273) | (1,940,043) | (1,857,817) | ||||||||||||||
| Balance at December 31 | 27,596,694 | 25,002,589 | 24,961,499 | ||||||||||||||
| Proved developed reserves: | |||||||||||||||||
| Balance at January 1 | 17,513,645 | 17,218,655 | 13,641,345 | ||||||||||||||
| Balance at December 31 | 19,558,176 | 17,513,645 | 17,218,655 | ||||||||||||||
| Proved undeveloped reserves: | |||||||||||||||||
| Balance at January 1 | 7,488,944 | 7,742,844 | 6,160,747 | ||||||||||||||
| Balance at December 31 | 8,038,518 | 7,488,944 | 7,742,844 |
| Years Ended December 31, | |||||||||||||||||
| 2023 | 2022 | 2021 | |||||||||||||||
| (MMcf) | |||||||||||||||||
| Natural gas | |||||||||||||||||
| Proved developed and undeveloped reserves: | |||||||||||||||||
| Balance at January 1 | 23,824,887 | 23,523,665 | 18,865,013 | ||||||||||||||
| Revision of previous estimates | (1,461,305) | (432,315) | (568,814) | ||||||||||||||
| Purchase of natural gas in place | 2,012,159 | 141,038 | 4,186,933 | ||||||||||||||
| Extensions, discoveries and other additions | 3,326,736 | 2,434,543 | 2,786,850 | ||||||||||||||
| Production | (1,907,343) | (1,842,044) | (1,746,317) | ||||||||||||||
| Balance at December 31 | 25,795,134 | 23,824,887 | 23,523,665 | ||||||||||||||
| Proved developed reserves: | |||||||||||||||||
| Balance at January 1 | 16,541,017 | 16,152,083 | 12,750,312 | ||||||||||||||
| Balance at December 31 | 18,186,432 | 16,541,017 | 16,152,083 | ||||||||||||||
| Proved undeveloped reserves: | |||||||||||||||||
| Balance at January 1 | 7,283,870 | 7,371,582 | 6,114,701 | ||||||||||||||
| Balance at December 31 | 7,608,702 | 7,283,870 | 7,371,582 |
| Years Ended December 31, | |||||||||||||||||
| 2023 | 2022 | 2021 | |||||||||||||||
| (Mbbl) | |||||||||||||||||
| NGLs | |||||||||||||||||
| Proved developed and undeveloped reserves: | |||||||||||||||||
| Balance at January 1 | 186,141 | 225,792 | 148,762 | ||||||||||||||
| Revision of previous estimates | 11,558 | (33,955) | 46,868 | ||||||||||||||
| Purchase of NGLs in place | 90,604 | — | — | ||||||||||||||
| Extensions, discoveries and other additions | 13,592 | 9,610 | 47,120 | ||||||||||||||
| Production | (16,550) | (15,306) | (16,958) | ||||||||||||||
| Balance at December 31 | 285,345 | 186,141 | 225,792 | ||||||||||||||
| Proved developed reserves: | |||||||||||||||||
| Balance at January 1 | 154,921 | 169,781 | 141,489 | ||||||||||||||
| Balance at December 31 | 218,523 | 154,921 | 169,781 | ||||||||||||||
| Proved undeveloped reserves: | |||||||||||||||||
| Balance at January 1 | 31,220 | 56,011 | 7,273 | ||||||||||||||
| Balance at December 31 | 66,822 | 31,220 | 56,011 |
| Years Ended December 31, | |||||||||||||||||
| 2023 | 2022 | 2021 | |||||||||||||||
| (Mbbl) | |||||||||||||||||
| Oil | |||||||||||||||||
| Proved developed and undeveloped reserves: | |||||||||||||||||
| Balance at January 1 | 10,142 | 13,846 | 7,417 | ||||||||||||||
| Revision of previous estimates | (1,680) | (3,095) | 2,249 | ||||||||||||||
| Purchase of oil in place | 7,481 | — | — | ||||||||||||||
| Extensions, discoveries and other additions | 577 | 418 | 5,805 | ||||||||||||||
| Production | (1,605) | (1,027) | (1,625) | ||||||||||||||
| Balance at December 31 | 14,915 | 10,142 | 13,846 | ||||||||||||||
| Proved developed reserves: | |||||||||||||||||
| Balance at January 1 | 7,183 | 7,981 | 7,016 | ||||||||||||||
| Balance at December 31 | 10,101 | 7,183 | 7,981 | ||||||||||||||
| Proved undeveloped reserves: | |||||||||||||||||
| Balance at January 1 | 2,959 | 5,865 | 401 | ||||||||||||||
| Balance at December 31 | 4,814 | 2,959 | 5,865 |
The change in reserves during the year ended December 31, 2023 resulted from the following:
-
Conversions of 2,561 Bcfe of proved undeveloped reserves to proved developed reserves.
-
Extensions, discoveries and other additions of 3,412 Bcfe, which exceeded 2023 production of 2,016 Bcfe. Extensions, discoveries and other additions included an increase of 1,670 Bcfe of proved undeveloped additions associated with acreage that was previously unproved but became proved due to 2023 reserve development that expanded the number of the Company's proven locations and additions to the Company's five-year drilling plan, 1,341 Bcfe of proved undeveloped additions for previously proved undeveloped properties reclassified from unproved properties due to their addition to the Company's five-year development plan, positive revisions of 92 Bcfe from the extension of lateral lengths of proved undeveloped reserves and 309 Bcfe from converting unproved reserves to proved developed reserves.
-
Negative revisions of 755 Bcfe related to proved undeveloped locations that are no longer expected to be developed as proved reserves within five years of initial booking as a result of development schedule changes.
-
Negative revisions of 367 Bcfe primarily from proved undeveloped locations as a result of revisions to type curves.
-
Positive revisions to proved undeveloped locations of 290 Bcfe due primarily to changes in ownership interests.
-
Negative revisions of 208 Bcfe primarily from proved developed locations as a result of negative curve revisions.
-
Negative revisions of 362 Bcfe from lower pricing that impacted well economics.
-
Purchase of hydrocarbons in place of 2,600 Bcfe from the Tug Hill and XcL Midstream Acquisition described in Note 6.
The change in reserves during the year ended December 31, 2022 resulted from the following:
-
Conversions of 1,365 Bcfe of proved undeveloped reserves to proved developed reserves.
-
Extensions, discoveries and other additions of 2,495 Bcfe, which exceeded 2022 production of 1,940 Bcfe. Extensions, discoveries and other additions included an increase of 2,077 Bcfe of proved undeveloped additions associated with acreage that was previously unproved but became proved due to 2022 reserve development that expanded the number of the Company's proven locations and additions to the Company's five-year drilling plan and 418 Bcfe from converting unproved reserves to proved developed reserves.
-
Negative revisions of 1,625 Bcfe related to proved undeveloped locations that are no longer expected to be developed as proved reserves within five years of initial booking as a result of development schedule changes, driven largely by third-party impacts, which have pushed planned completion dates into a future period from when originally planned.
-
Positive revisions to proved undeveloped locations of 518 Bcfe due primarily to changes in ownership interests.
-
Positive revisions of 356 Bcfe primarily from proved developed locations as a result of positive curve revisions.
-
Positive revisions of 96 Bcfe from higher pricing that impacted well economics.
-
Purchase of hydrocarbons in place of 141 Bcfe from the 2022 Asset Acquisition described in Note 6.
The change in reserves during the year ended December 31, 2021 resulted from the following:
-
Conversions of 1,634 Bcfe of proved undeveloped reserves to proved developed reserves.
-
Extensions, discoveries and other additions of 3,104 Bcfe, which exceeded 2021 production of 1,858 Bcfe. Extensions, discoveries and other additions included an increase of 2,828 Bcfe of proved undeveloped additions associated with acreage that was previously unproved but became proved due to 2021 reserve development that expanded the number of the Company's proven locations, implementation of, and alignment with, the Company's combo-development strategy and additions to the Company's five-year drilling plan, 52 Bcfe from extension of proved undeveloped reserves lateral lengths and 224 Bcfe from converting unproved reserves to proved developed reserves.
-
Negative revisions of 819 Bcfe from proved undeveloped locations that are no longer expected to be developed within five years of initial booking as proved reserves as a result of revisions to the Company’s five-year drilling plan allowing for continued alignment with the Company’s combo-development strategy.
-
Negative revisions to proved undeveloped locations of 62 Bcfe due primarily to changes in working interests and net revenue interest.
-
Negative revisions of 31 Bcfe primarily from proved developed locations as a result of negative curve revisions.
-
Positive revisions of 638 Bcfe from higher pricing that impacted well economics.
-
Purchase of hydrocarbons in place of 4,187 Bcfe from the Alta Acquisition and Reliance Asset Acquisition described in Note 6**.**
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 following table summarizes estimated future net cash flows from natural gas and oil reserves.
| December 31, | |||||||||||||||||
| 2023 | 2022 | 2021 | |||||||||||||||
| (Thousands) | |||||||||||||||||
| Future cash inflows (a) | $ | 52,916,665 | $ | 140,032,653 | $ | 70,844,136 | |||||||||||
| Future production costs (b) | (24,357,033) | (22,801,652) | (20,961,576) | ||||||||||||||
| Future development costs | (4,298,372) | (3,244,211) | (2,882,921) | ||||||||||||||
| Future income tax expenses | (5,230,629) | (26,375,241) | (10,433,091) | ||||||||||||||
| Future net cash flow | 19,030,631 | 87,611,549 | 36,566,548 | ||||||||||||||
| 10% annual discount for estimated timing of cash flows | (9,768,282) | (47,547,025) | (19,285,424) | ||||||||||||||
| Standardized measure of discounted future net cash flows | $ | 9,262,349 | $ | 40,064,524 | $ | 17,281,124 |
(a)The majority of the Company's production is sold through liquid trading points on interstate pipelines. Reserves were computed using average first-day-of-the-month closing prices for the prior twelve months less regional adjustments. Regional adjustments were calculated using historical average realized prices received in the Appalachian Basin. NGLs pricing was calculated using average first-day-of-the-month closing prices for the prior twelve months for NGLs components, adjusted using the regional component makeup of proved NGLs.
| December 31, | |||||||||||||||||
| 2023 | 2022 | 2021 | |||||||||||||||
| Oil for West Texas Intermediate (WTI) ($/Bbl) | $ | 78.21 | $ | 94.14 | $ | 66.55 | |||||||||||
| Less regional adjustments ($/Bbl) | 14.35 | 17.31 | 14.98 | ||||||||||||||
| Oil price ($/Bbl) | 63.86 | 76.83 | 51.57 | ||||||||||||||
| Natural gas for NYMEX ($/MMBtu) | 2.637 | 6.357 | 3.598 | ||||||||||||||
| Less regional adjustments ($/MMBtu) | 1.029 | 1.094 | 1.040 | ||||||||||||||
| Natural gas price ($/Mcf) | 1.700 | 5.543 | 2.694 | ||||||||||||||
| NGLs price ($/Bbl) | 28.44 | 38.66 | 29.95 |
(b)Includes approximately $2,443 million, $2,098 million and $1,937 million for future plugging and abandonment costs as of December 31, 2023, 2022 and 2021, respectively.
Holding production and development costs constant, an increase in NYMEX price of $0.10 per Dth for natural gas, an increase in WTI price of $10 per barrel for NGLs and an increase in WTI price of $10 per barrel for oil would result in a change in the December 31, 2023 discounted future net cash flows before income taxes of the Company's proved reserves of approximately $1,260 million, $1,214 million and $77 million, respectively.
The following table summarizes the changes in the standardized measure of discounted future net cash flows.
| Years Ended December 31, | |||||||||||||||||
| 2023 | 2022 | 2021 | |||||||||||||||
| (Thousands) | |||||||||||||||||
| Net sales and transfers of natural gas and oil produced | $ | (2,632,808) | $ | (9,696,207) | $ | (4,636,576) | |||||||||||
| Net changes in prices, production and development costs | (48,739,248) | 35,353,172 | 17,290,913 | ||||||||||||||
| Extensions, discoveries and improved recovery, net of related costs | 6,347,387 | 1,798,851 | 46,078 | ||||||||||||||
| Development costs incurred | 1,296,380 | 902,925 | 764,002 | ||||||||||||||
| Net purchase of minerals in place | 2,131,567 | 280,233 | 3,491,441 | ||||||||||||||
| Revisions of previous quantity estimates | (2,768,922) | (299,423) | 184,552 | ||||||||||||||
| Accretion of discount | 4,006,452 | 1,728,112 | 336,646 | ||||||||||||||
| Net change in income taxes | 9,190,460 | (7,233,051) | (3,614,029) | ||||||||||||||
| Timing and other | 366,557 | (51,212) | 51,639 | ||||||||||||||
| Net (decrease) increase | (30,802,175) | 22,783,400 | 13,914,666 | ||||||||||||||
| Balance at January 1 | 40,064,524 | 17,281,124 | 3,366,458 | ||||||||||||||
| Balance at December 31 | $ | 9,262,349 | $ | 40,064,524 | $ | 17,281,124 |
Previous: Item 7A. Quantitative and Qualitative Disclosures About Market Risk · Next: Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure