Obligation EQT Group 7% ( US26884LAG41 ) en USD

EQT Group

108.634 % ▲

Etats-unis

US26884LAG41 ( en USD )

7% par an ( paiement semestriel )

31/01/2030

Prospectus brochure de l'obligation EQT Corp US26884LAG41 en USD 7%, échéance 31/01/2030

2 000 USD

750 000 000 USD

26884LAG4

BBB- ( Qualité moyenne inférieure )

Baa3 ( Qualité moyenne inférieure )

01/08/2026 ( Dans 173 jours )

EQT Corporation est une société énergétique américaine intégrée verticalement, spécialisée dans l'exploration, la production et la commercialisation de gaz naturel et de pétrole brut, principalement dans le bassin appalachien.

L'Obligation émise par EQT Group ( Etats-unis ) , en USD, avec le code ISIN US26884LAG41, paye un coupon de 7% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 31/01/2030

L'Obligation émise par EQT Group ( Etats-unis ) , en USD, avec le code ISIN US26884LAG41, a été notée Baa3 ( Qualité moyenne inférieure ) par l'agence de notation Moody's.

L'Obligation émise par EQT Group ( Etats-unis ) , en USD, avec le code ISIN US26884LAG41, a été notée BBB- ( Qualité moyenne inférieure ) par l'agence de notation Standard & Poor's ( S&P ).

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TABLE OF CONTENTS
TABLE OF CONTENTS 2
Table of Contents
Calculation of registration fee

Proposed Maximum
Proposed Maximum
Title of Each Class of Securities
Aggregate Offering
Aggregate Offering
Amount of
to Be Registered

Principal

Price Per Unit

Price

Registration Fees(1)

6.125% Senior Notes due
2025

$1,000,000,000
100.000%

$1,000,000,000
$129,800.00

7.000% Senior Notes due
2030

$750,000,000

100.000%

$750,000,000

$97,350.00

$1,750,000,000

$1,750,000,000
$227,150.00

(1)
The registration fee, calculated in accordance with Rule 457(r), has been transmitted to the Securities and Exchange Commission in connection
with the securities offered from Registration Statement File No. 333-234151 by means of this prospectus supplement.
Table of Contents
Filed Pursuant to Rule 424(b)(5)
Registration Number 333-234151
PROSPECTUS SUPPLEMENT
(To Prospectus dated October 10, 2019)
$1,750,000,000
EQT CORPORATION
$1,000,000,000 6.125% Senior Notes due 2025
$750,000,000 7.000% Senior Notes due 2030
EQT Corporation (EQT) is offering $1,000,000,000 aggregate principal amount of 6.125% Senior Notes due 2025 (the 2025 notes) and
$750,000,000 aggregate principal amount of 7.000% Senior Notes due 2030 (the 2030 notes and, together with the 2025 notes, the notes).
The 2025 notes will mature on February 1, 2025, and the 2030 notes will mature on February 1, 2030. Interest on the notes will be paid semi-
annually in arrears on February 1 and August 1 in each year, commencing on August 1, 2020. The interest rate payable on the notes will be subject to
adjustment from time to time as described in this prospectus supplement under the heading "Description of Notes--Interest Rate Adjustment." EQT
may redeem some or all of the notes of each series at its option, at any time and from time to time, in whole or in part. The redemption prices are
described in this prospectus supplement under the heading "Description of Notes--Optional Redemption."
The notes will be senior unsecured debt obligations of EQT and will rank equally with all of EQT's other unsecured and unsubordinated debt
obligations from time to time outstanding.
Investing in the notes involves risks, including those described in the "Risk Factors" section beginning on page S-10 of this prospectus
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supplement and the section entitled "Risk Factors" beginning on page 18 of EQT's Annual Report on Form 10-K for the year ended
December 31, 2018, as updated by Part II, Item 1A, "Risk Factors" in EQT's subsequently filed Quarterly Reports on Form 10-Q, which are
incorporated by reference into this prospectus supplement and the accompanying prospectus.

Public
Underwriting
Proceeds to EQT

offering price(1)

discount

(before expenses)

Per 2025 note

100.000%

0.600%

99.400%

Total

$1,000,000,000
$6,000,000

$994,000,000

Per 2030 note

100.000%

0.650%

99.350%

Total

$750,000,000

$4,875,000

$745,125,000

Combined total for the notes

$1,750,000,000
$10,875,000

$1,739,125,000

(1)
Plus accrued interest, if any, from January 21, 2020, if settlement occurs after that date.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or
determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.
The underwriters expect to deliver the notes to purchasers in book-entry form only through The Depository Trust Company for the accounts of its
participants, including Clearstream and Euroclear, on or about January 21, 2020.
Joint Book-Running Managers
BofA Securities

J.P. Morgan
BMO Capital Markets

MUFG

PNC Capital Markets LLC
TD Securities

US Bancorp

Wells Fargo Securities
Co-Managers
Barclays

Citigroup

Credit Suisse
RBC Capital Markets

Scotiabank

SMBC Nikko
Huntington Capital Markets

BNY Mellon Capital Markets, LLC
CIBC Capital Markets

Citizens Capital Markets
The date of this prospectus supplement is January 15, 2020.
Table of Contents
TABLE OF CONTENTS
Prospectus Supplement

Page

INFORMATION IN THIS PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS
S-ii
DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS
S-ii
SUMMARY
S-1
RISK FACTORS
S-10
USE OF PROCEEDS
S-13
CAPITALIZATION
S-14
DESCRIPTION OF NOTES
S-15
MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS
S-33
UNDERWRITING
S-39
LEGAL MATTERS
S-45
EXPERTS
S-45
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WHERE YOU CAN FIND MORE INFORMATION
S-45
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
S-45
Prospectus

Page

ABOUT THIS PROSPECTUS

i
WHERE YOU CAN FIND MORE INFORMATION

i
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

i
DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS

ii
EQT CORPORATION

1
RISK FACTORS

1
USE OF PROCEEDS

1
DESCRIPTION OF CAPITAL STOCK

2
DESCRIPTION OF DEBT SECURITIES

7
PLAN OF DISTRIBUTION

10
LEGAL MATTERS

11
EXPERTS

11
S-i
Table of Contents
INFORMATION IN THIS PROSPECTUS SUPPLEMENT
AND THE ACCOMPANYING PROSPECTUS
This prospectus supplement and the accompanying prospectus are part of a registration statement that EQT filed with the Securities and Exchange
Commission (the SEC) using a shelf registration process. In the accompanying prospectus, we provide you with a general description of the securities
EQT may offer from time to time under EQT's shelf registration statement. In this prospectus supplement, we provide you with specific information
about the notes that EQT is selling in this offering. Both this prospectus supplement and the accompanying prospectus include important information
about us, EQT's debt securities and other information you should know before investing. This prospectus supplement also adds, updates and changes
information contained in the accompanying prospectus. To the extent that any statement that we make in this prospectus supplement is inconsistent with
the statements made in the accompanying prospectus, the statements made in the accompanying prospectus are deemed modified or superseded by the
statements made in this prospectus supplement. You should read both this prospectus supplement and the accompanying prospectus as well as additional
information described under "Where You Can Find More Information" on page S-45 of this prospectus supplement before investing in the notes.
You should rely only on the information incorporated by reference or provided in this prospectus supplement and the accompanying
prospectus or any free writing prospectus prepared by or on behalf of us. Neither we nor the underwriters have authorized anyone to provide
you with additional or different information. If anyone provided you with additional or different information, you should not rely on it.
Neither we nor the underwriters are making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. You
should assume that the information contained in this prospectus supplement, the accompanying prospectus and the documents incorporated by
reference is accurate only as of their respective dates. Our business, financial condition, results of operations and prospects may have changed
since those dates.
DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS
Some of the information included in this prospectus supplement, the accompanying prospectus and the documents incorporated by reference may
contain forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended (the Exchange Act), and
Section 27A of the Securities Act of 1933, as amended (the Securities Act). Statements that do not relate strictly to historical or current facts are
forward-looking and are usually identified by the use of words such as "anticipate," "estimate," "could," "would," "should," "will," "may," "forecast,"
"approximate," "expect," "project," "intend," "plan," "believe" and other similar words.
Without limiting the generality of the foregoing, forward-looking statements contained in this prospectus supplement, the accompanying prospectus
and the documents incorporated by reference include the matters discussed in the section captioned "Summary--Recent Developments" in this
prospectus supplement and the sections captioned "Outlook" in "Management's Discussion and Analysis of Financial Condition and Results of
Operations" in EQT's Annual Report on Form 10-K for the year ended December 31, 2018 and EQT's Quarterly Reports on Form 10-Q for the quarters
ended March 31, 2019, June 30, 2019 and September 30, 2019, and the expectations of plans, strategies, objectives and growth and anticipated financial
and operational performance of EQT and its subsidiaries (collectively, the Company), including guidance regarding the Company's strategy to develop
its reserves; drilling plans and programs (including the number, type, depth, spacing, lateral lengths and location of wells to be drilled and the
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availability of capital to complete these plans and programs); projections of wells set for combo-development, and the timing of implementing and
completing combo-development projects; production and sales volumes (including liquids volumes) and growth rates; production of free cash flow; the
Company's ability to reduce its development and completions costs and capital expenditures; the Company's ability to maximize recoveries per acre;
S-ii
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infrastructure programs; monetization transactions, including asset sales, joint ventures or other transactions involving the Company's assets, and the
planned use of the proceeds from any such monetization transactions; acquisition transactions; the Company's ability to successfully implement and
execute the new management team's organizational, technological and operational initiatives and achieve the anticipated results of such initiatives; the
projected capital efficiency savings and other operating efficiencies and synergies resulting from the Company's acquisitions and divestitures, including
the Company's acquisition of Rice Energy Inc. and spin-off of Equitrans Midstream Corporation (Equitrans Midstream); the timing and structure of any
dispositions of the Company's approximately 19.9% interest in Equitrans Midstream, and the planned use of the proceeds from any such dispositions;
natural gas prices, changes in basis and the impact of commodity prices on the Company's business; reserves, including potential future downward
adjustments and reserve life; potential future impairments of the Company's assets; projected capital expenditures; the amount and timing of any
repurchases of EQT's common stock; projected dividend amounts and rates; liquidity and financing requirements, including funding sources and
availability; the Company's ability to maintain or improve its credit ratings; the Company's hedging strategy; the effects of litigation and government
regulation; and tax position.
The forward-looking statements included in this prospectus supplement, the accompanying prospectus and the documents incorporated by reference
involve risks and uncertainties that could cause actual results to differ materially from projected results. Accordingly, investors should not place undue
reliance on forward-looking statements as a prediction of actual results. The Company has based these forward-looking statements on current
expectations and assumptions about future events, taking into account all information currently available to it. While the Company considers these
expectations and assumptions to be reasonable, they are inherently subject to significant business, economic, competitive, regulatory and other risks and
uncertainties, many of which are difficult to predict and beyond its control. The risks and uncertainties that may affect the operations, performance and
results of the Company's business and forward-looking statements include, but are not limited to, volatility of commodity prices; the costs and results of
drilling and operations; access to and cost of capital; uncertainties about estimates of reserves, identification of drilling locations and the ability to add
proved reserves in the future; the assumptions underlying production forecasts; the quality of technical data; the Company's ability to appropriately
allocate capital and resources among its strategic opportunities; inherent hazards and risks normally incidental to drilling for, producing, transporting
and storing natural gas, natural gas liquids (NGLs) and oil; cyber security risks; availability and cost of drilling rigs, completion services, equipment,
supplies, personnel, oilfield services and water required to execute the Company's exploration and development plans; the ability to obtain
environmental and other permits and the timing thereof; government regulation or action; environmental and weather risks, including the possible
impacts of climate change; and disruptions to the Company's business due to acquisitions and other significant transactions. These and other risks are
described under Item 1A, "Risk Factors," and elsewhere in EQT's Annual Report on Form 10-K for the year ended December 31, 2018, as updated by
Part II, Item 1A, "Risk Factors" in EQT's subsequently filed Quarterly Reports on Form 10-Q. In addition, the Company may be subject to currently
unforeseen risks that may have a materially adverse impact on it.
Any forward-looking statement speaks only as of the date on which such statement is made, and the Company undertakes no obligation to update or
revise any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by law.
S-iii
Table of Contents
SUMMARY
This summary highlights selected information more fully described elsewhere in this prospectus supplement and the accompanying prospectus. This
summary does not contain all of the information you should consider before investing in the notes. You should read this prospectus supplement, the
accompanying prospectus, any free writing prospectus and the documents incorporated by reference herein and therein carefully, especially the risks of
investing in the notes discussed in "Risk Factors" below and in the documents incorporated by reference herein.
Throughout this prospectus supplement, except as otherwise indicated, references to "EQT Corporation" or "EQT" refer to EQT Corporation, a
Pennsylvania corporation, and not its consolidated subsidiaries, and references to "we," "us," "our," and the "Company" refer collectively to EQT
Corporation and its consolidated subsidiaries. References to "Appalachian Basin" refer to the area of the United States composed of those portions of
West Virginia, Pennsylvania, Ohio, Maryland, Kentucky and Virginia that lie in the Appalachian Mountains. References to "Tcfe" refer to trillion cubic
feet of natural gas equivalents, "Bcfe" refer to billion cubic feet of natural gas equivalents and "Mcfe" refer to thousand cubic feet of natural gas
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equivalents, in each such case, with one barrel of NGLs and crude oil being equivalent to 6,000 cubic feet of natural gas, and references to "MMcf"
refer to million cubic feet, "Mcf" refer to thousand cubic feet, "MBbls" refer to a thousand barrels and "MMBtu" refer to a million British thermal
units.
Our Company
We are a natural gas production company with operations focused in the cores of the Marcellus and Utica Shales in the Appalachian Basin. As the
largest producer of natural gas in the United States, based on average daily sales volumes, we are committed to being the premier producer of this
environmentally friendly, reliable, low-cost energy source, while maximizing the long-term value of our assets through operational efficiency and a
culture of sustainability.
We are differentiated from our Appalachian Basin peers in the scale and contiguity of our acreage position, with 17.5 Tcfe of proved natural gas,
NGLs and crude oil reserves across approximately 1.2 million gross acres, including approximately 1.1 million gross acres in the Marcellus play, as of
December 31, 2019. We believe our unique asset base supports a multi-year inventory of core combo-development projects, which consist of
developing multiple wells and pads simultaneously. Following a change in leadership in July of 2019, we have implemented an operational strategy
designed to leverage this differentiation to become the lowest cost operator in the Appalachian Basin, primarily by focusing on combo-development to
maximize operational efficiencies. We believe combo-development projects are key to delivering sustainably low well costs and higher returns on
invested capital. Beyond cost benefits, combo-development projects maximize reservoir recoveries, mitigate future curtailments and maximize the
capital efficiency of our midstream service providers.
Our operations consist of one reportable segment. We have a single, company-wide management team that administers all properties as a whole
rather than by discrete operating segments. We measure financial performance as a single enterprise and not on an area-by-area basis. Substantially all
of our assets and operations are located in the Appalachian Basin.
Recent Developments
Appointment of New Chief Financial Officer
On January 3, 2020, we announced the election of David M. Khani as EQT's Chief Financial Officer, effective as of such date. EQT's former
Interim Chief Financial Officer is serving in an executive advisory role to facilitate a smooth transition and assist in the execution of our strategic
initiatives.
S-1
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Change in Operational Strategy Enabled by Successful 100-Day Plan
Following a successful proxy campaign by Toby Z. Rice and other proxy participants named in the proxy statement filed on May 20, 2019 (the Rice
Team), EQT's Board of Directors was substantially reconstituted at its annual meeting of shareholders on July 10, 2019 and, following that meeting,
Toby Z. Rice was appointed as EQT's President and Chief Executive Officer. Also following that meeting, we adopted the detailed transformation plan
(the 100-Day Plan) proposed by the Rice Team in its proxy campaign. The 100-Day Plan was designed to effect operational, organizational, cultural
and other changes to our business to facilitate the type of long-term planning required to pursue an operational strategy that prioritizes combo-
development, which is expected to lower operating costs and increase free cash flow generation.
In connection with our third quarter 2019 earnings release, we announced that the 100-Day Plan was a success, with an anticipated approximate
25% decrease in well costs, gross general and administrative costs and land and other capital expenditures in 2020 alone. Furthermore, drilling
efficiencies (measured in horizontal feet drilled per hour) increased by 50% and 20% in Pennsylvania Marcellus Shale and Utica Shale development,
respectively, in the third quarter of 2019 as compared to the second quarter of 2019. Central to these achievements were the installation of proven
leadership, the establishment of a stable operations schedule focused on combo-development and the successful implementation of our proprietary
digital work environment. In addition, as part of the 100-Day Plan, the workforce was migrated into a simplified organizational structure to enhance
accountability, and the organization was streamlined to reduce overhead costs by approximately $65 million a year. Our operational and organizational
improvements are expected to result in annual cost savings in excess of $400 million.
By taking these foundational steps to ensure that we are able to execute project planning with the requisite level of accuracy and speed, we have
laid the groundwork to transition to a combo-development focus and to transform the Company into a modern and efficient natural gas producer that
we believe will be one of the lowest cost natural gas operators in the United States.
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Announced Deleveraging Plan
We plan to reduce absolute debt by approximately 30%, or approximately $1.5 billion, by mid-2020 through asset monetizations and increased free
cash flow (the Deleveraging Plan). The Deleveraging Plan contemplates generating targeted proceeds from monetizations of select, non-core
exploration and production assets, core mineral assets and/or our 19.9% retained equity interest in Equitrans Midstream. Until our leverage target is
achieved, we expect to use all free cash flow and divestiture proceeds to reduce debt.
The successful execution of the Deleveraging Plan is based on our current expectations, including with respect to matters beyond our control, and
is subject to change. There can be no assurance that we will be able to find attractive asset monetization opportunities or that any such transactions will
be completed on our anticipated timeframe, if at all. Furthermore, our estimated value for the assets to be monetized under the Deleveraging Plan
involves multiple assumptions and judgments about future events that are inherently uncertain; accordingly, there can be no assurance that the resulting
net cash proceeds from asset monetization transactions will be as anticipated, even if such transactions are consummated. Some of the factors that could
affect our ability to successfully execute the Deleveraging Plan include changes in the financial condition or prospects of prospective purchasers and the
availability of financing to potential purchasers on reasonable terms, the number of prospective purchasers, the number of competing assets on the
market, unfavorable economic conditions, industry trends and changes in laws and regulations. If we are not able to successfully execute the
Deleveraging Plan or otherwise reduce absolute debt to a level we believe appropriate, our credit ratings may be
S-2
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lowered, we may reduce or delay our planned capital expenditures or investments, and we may revise or delay our strategic plans.
Summary 2019 Year-End Proved Reserve Data
The following table sets forth estimates of our proved natural gas, NGLs and crude oil reserves as of December 31, 2019:
NGLs and
Total Natural Gas,
Natural Gas
Crude Oil
NGLs and Crude Oil

(MMcf)

(MBbls)

(Mcfe)(a)

Developed
11,811,521 105,411
12,443,988
Undeveloped

4,865,681
26,621
5,025,408
?
?
?
?
?
?
?
?
?
?
?
Total proved reserves
16,677,202 132,032
17,469,396
?
?
?
?
?
?
?
?
?
?
?
?
?
?
? ?
?
? ?
?
? ?
?
?
?
?
?
?
?
?
?
?
?
(a)
NGLs and crude oil reserves were converted at the rate of one barrel being equivalent to 6,000 cubic feet of natural gas.
Our estimate of proved natural gas, NGLs and crude oil reserves was prepared by our engineers and audited by the independent consulting firm of
Ryder Scott Company, L.P. Our estimated proved reserves were determined using average first-day-of-the-month prices for the prior twelve months in
accordance with SEC guidance. For natural gas volumes, the average Henry Hub price of $2.58 per MMBtu as of December 31, 2019 was adjusted for
energy content, transportation fees and a regional price differential. For NGLs and crude oil volumes, the average West Texas Intermediate (WTI)
posted price of $55.69 per barrel as of December 31, 2019 was adjusted for quality, transportation fees and a regional price differential. All prices do not
give effect to derivative transactions and are held constant throughout the lives of the properties.
Our estimated 17.5 Tcfe of total natural gas, NGLs and crude oil proved reserves as of December 31, 2019 represents a decrease of approximately
4.3 Tcfe as compared to our estimated reserves as of December 31, 2018, which was driven by negative revisions in the undeveloped reserve category.
The implementation of our combo-development strategy has resulted in our (i) concentrating operations on our core assets and (ii) implementing new
development sequencing processes focused on maximizing efficiencies and productivity. While these steps are anticipated to result in an approximate
25% decrease in well costs, they will negatively impact proved undeveloped reserves as a result of (x) losing previously booked proved undeveloped
reserves that are now outside our substantially revised five-year capital allocation program for purposes of our reserves calculations and (y) executing a
development sequencing strategy that will result in increased probable-to-proved developed conversion (instead of proved undeveloped-to-proved
developed) than under the legacy development approach.
Based on the mix of our proved undeveloped and probable reserves, we estimate an undeveloped drilling inventory of approximately 1,685 net
locations in our Pennsylvania and West Virginia Marcellus Shale core, which, at our current drilling pace, gives us more than 15 years of drilling
inventory. We believe that our change in development strategy, coupled with our undeveloped inventory in a premier core asset base, will lead to
sustainable free cash flow generation and higher returns on invested capital.
Select Preliminary Fourth Quarter 2019 Results
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For the fourth quarter of 2019, we expect net sales volumes to be between 370 Bcfe and 375 Bcfe, which is towards the high end of our previously
announced guidance range of 355 Bcfe to 375 Bcfe.
Our average realized price, including the impact of cash settled derivatives, for the fourth quarter of 2019 is expected to be between $2.51 and
$2.56 per Mcfe. In addition, our average differential is
S-3
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expected to be between $(0.45) and $(0.40) per Mcf, which is within our previously announced guidance range of $(0.45) to $(0.25) per Mcf.
During the fourth quarter of 2019, capital expenditures are expected to be between $340 million and $360 million, which is within our previously
announced guidance range of $320 million to $370 million.
During the fourth quarter of 2019, we also expect to incur a non-cash impairment charge between $1.4 billion and $1.8 billion, principally related
to the following: (i) reducing the carrying value of certain proved and unproved properties as a result of management's potential monetization of select,
non-core exploration and production assets and depressed natural gas prices and (ii) the write-down of unproved properties which are primarily the
result of changes to our development strategy and renewed focus on a refined core operating footprint. This estimated non-cash impairment charge for
the fourth quarter of 2019 is subject to a number of assumptions and judgments and may change as we finalize our financial results for the year ended
December 31, 2019. It is also possible we may incur additional impairment charges in future periods as a result of the above factors or otherwise.
We have prepared the above estimates in good faith based upon our internal reporting and accruals as of and for the three months ended
December 31, 2019. Such estimates are preliminary and inherently uncertain and subject to change as we finalize our financial and operating data for
the fourth quarter of 2019. There can be no assurance that our final results for the fourth quarter of 2019 will not differ materially from these estimates.
Important factors that could cause actual results to differ materially are set forth under "Disclosure Regarding Forward-Looking Statements" and "Risk
Factors" in this prospectus supplement and the documents incorporated by reference herein.
Estimated 2020 Capital Expenditures
We expect our capital expenditures for 2020 to be between $1.25 billion and $1.35 billion, which has been reduced by $50 million, as compared to
the guidance provided in our third quarter 2019 earnings release, reflecting continued operational efficiencies. We plan to spend approximately
$1 billion of the total capital expenditures on reserve development, with approximately 65% to be spent in the Pennsylvania Marcellus, 20% in the
Utica and 15% in the West Virginia Marcellus.
These estimates are based on our current expectations and subject to change. Important factors that could cause actual results to differ materially are
set forth under "Disclosure Regarding Forward-Looking Statements" and "Risk Factors" in this prospectus supplement and the documents incorporated
by reference herein.
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THE OFFERING
Issuer
EQT Corporation.

Securities Offered
$1,000 million aggregate principal amount of 6.125% Senior Notes due 2025.

$750 million aggregate principal amount of 7.000% Senior Notes due 2030.

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Maturity Date
The 2025 notes will mature on February 1, 2025.

The 2030 notes will mature on February 1, 2030.

Interest Rate
The 2025 notes will bear interest at the rate of 6.125% per annum.

The 2030 notes will bear interest at the rate of 7.000% per annum.

Interest Rate Adjustment
The interest rate payable on each series of notes will be subject to adjustment
from time to time if any of Moody's, S&P or Fitch (each as defined herein),
or, in any case, any Substitute Rating Agency (as defined herein),
downgrades (or subsequently upgrades) the credit rating assigned to the notes
of such series. See "Description of Notes--Interest Rate Adjustment."

Interest Payment Dates
Interest on the notes will be paid semi-annually in arrears on February 1 and
August 1 in each year, commencing on August 1, 2020.

Optional Redemption
EQT may redeem some or all of the notes at its option, at any time and from
time to time, in whole or in part, at the redemption prices described in this
prospectus supplement under the heading "Description of Notes--Optional
Redemption."

Notwithstanding the foregoing, if the 2025 notes are redeemed on or after
January 1, 2025 (one month prior to the maturity date of the 2025 notes) or
the 2030 notes are redeemed on or after November 1, 2029 (three months
prior to the maturity date of the 2030 notes), the redemption price will be
100% of the principal amount of the notes to be redeemed plus accrued and
unpaid interest to, but excluding, the date of redemption. See "Description of
Notes--Optional Redemption."

Ranking
The notes will be senior unsecured debt obligations of EQT and will rank
equally with all of EQT's other unsecured and unsubordinated debt
obligations from time to time outstanding.
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The notes will be effectively subordinated to any of EQT's existing and
future secured debt to the extent of the assets securing that debt, and
structurally subordinated to all existing and any future debt and any other
liabilities of EQT's subsidiaries. As of September 30, 2019, EQT had
approximately $5.2 billion outstanding indebtedness with which the notes
will rank pari passu.

Further Issues
EQT may, at any time and from time to time, without notice to or consent of
the holders, issue additional debt securities of the same tenor, coupon and
other terms of a series of notes. Any such additional notes, together with the
notes of such series offered hereby, will constitute a single series of notes of
such series under the applicable Indenture (as defined herein); provided, that
any such additional notes that are not fungible with the notes of such series
for U.S. federal income tax purposes will have a separate CUSIP, ISIN
and/or other identifying number, if applicable, than the notes of such series.

Certain Covenants
The Indentures governing the notes will contain covenants that limit the
ability of EQT and its subsidiaries to incur debt secured by liens and enter
into sale and leaseback transactions and that limit the ability of EQT to
consolidate, merge or sell other than for cash or lease its assets substantially
as an entirety to another entity or to purchase the assets of another entity
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substantially as an entirety. These covenants are subject to important
exceptions and qualifications, which are described in the "Description of
Notes" section of this prospectus supplement.

Use of Proceeds
We expect to receive aggregate net proceeds of approximately
$1,734.3 million from the sale of the notes to the underwriters after deducting
the underwriters' discount and other offering expenses payable by us.

We expect to use the net proceeds from this offering to redeem all of EQT's
outstanding floating rate notes due 2020 and all of EQT's 2.500% senior notes
due 2020, with the remaining proceeds to be used to repay or redeem other
outstanding indebtedness, including all or a portion of EQT's outstanding
4.875% senior notes due 2021.

Certain of the underwriters or their respective affiliates may be holders of the
indebtedness repaid or redeemed with the net proceeds of this offering and,
accordingly, may receive a portion of the net proceeds of this offering upon
such repayment or redemption.

Governing Law
The notes and the Indentures will be governed by the laws of the State of New
York.

Trustee, Registrar and Paying Agent
The Bank of New York Mellon.
S-6
Table of Contents
Material U.S.
You should consult your own tax advisors as to the particular tax consequences to you of the
Federal
ownership and disposition of the notes, including with respect to the applicability and effect of any
Income Tax
U.S. federal, state, local or non-U.S. income tax laws or any tax treaty, and any changes (or
Considerations proposed changes) in tax laws or interpretations thereof. See "Material U.S. Federal Income Tax
Considerations."

Risk Factors
See "Risk Factors" in this prospectus supplement and other information included or incorporated by
reference in this prospectus supplement and the accompanying prospectus, including the section
entitled "Risk Factors" beginning on page 18 of EQT's Annual Report on Form 10-K for the year
ended December 31, 2018, as updated by Part II, Item 1A, "Risk Factors" in EQT's subsequently
filed Quarterly Reports on Form 10-Q, for a discussion of the factors you should carefully consider
before deciding to invest in the notes.
S-7
Table of Contents
Selected Historical Consolidated Financial Data of EQT
You should read the summary historical consolidated financial data set forth below in conjunction with "Management's Discussion and Analysis of
Financial Condition and Results of Operations" and the consolidated financial statements and the related notes included in EQT's Annual Report on
Form 10-K for the year ended December 31, 2018 and EQT's Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2019,
which are incorporated by reference into this prospectus supplement and the accompanying prospectus. EQT derived the following summary historical
financial statement of consolidated operations data and summary historical cash flow data for the years ended December 31, 2018, 2017 and 2016 and
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the summary historical balance sheet data as of December 31, 2018 and 2017 from its audited consolidated financial statements, and it derived the
following summary historical financial statement of consolidated operations data and summary historical cash flow data for the nine months
ended September 30, 2019 and 2018 and the summary historical balance sheet data as of September 30, 2019 from its unaudited consolidated financial
statements.
Nine months ended

Years ended December 31,

September 30,

(dollars in thousands)

2018

2017

2016

2019

2018

(unaudited)

Statements of consolidated operations

Revenues:

Sales of natural gas, oil and NGLs

$
4,695,519
$
2,651,318
$
1,594,997
$
2,941,767
$
3,264,728
Gain (loss) on derivatives not designated as hedges

(178,591)
390,021

(248,991)
455,952

5,620
Net marketing services and other

40,940

49,681

41,048

7,282

42,382
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
Total operating revenues

4,557,868

3,091,020

1,387,054

3,405,001

3,312,730
Operating expenses:

Transportation and processing

1,697,001

1,164,783

880,191

1,314,172

1,265,473
Production

195,775

181,349

174,170

117,545

149,231
Exploration

6,765

17,565

4,663

6,356

6,474
Selling, general and administrative

284,220

208,986

218,946

214,562

154,590
Depreciation and depletion

1,569,038

970,985

856,451

1,154,519

1,152,418
Impairment/loss of sale/exchange of long-lived assets

2,709,976

--

--

13,935

2,706,438
Impairment of goodwill and intangible assets

530,811

--

--

15,411

--
Lease impairments and expirations

279,708

7,552

15,686

127,719

35,584
Amortization of intangible assets

41,367

5,400

--

28,439

31,025
Proxy, transaction and reorganization

26,331

152,188

--

102,386

23,930
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
Total operating expenses

7,340,992

2,708,808

2,150,107

3,095,044

5,525,163
Gain on sale of assets

--

--

8,025

--

--
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
Operating (loss) income

(2,783,124)
382,212

(755,028)
309,957

(2,212,433)
Unrealized loss on investment in Equitrans Midstream Corporation

(72,366)
--

--

(276,779)
--
Dividend and other income (expense)

7,017

(2,987)
(8,075)
67,592

4,063
Loss on debt extinguishment

--

12,641

--

--

--
Interest expense

228,958

167,971

131,159

154,785

171,211
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
(Loss) income from continuing operations before income taxes

(3,077,431)
198,613

(894,262)
(54,015)
(2,379,581)
Income tax benefit

(696,511)
(1,188,416)
(362,769)
(9,244)
(596,723)
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
(Loss) income from continuing operations

(2,380,920)
1,387,029

(531,493)
(44,771)
(1,782,858)
Income from discontinued operations, net of tax

373,762

471,113

400,430

--

537,673
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
Net (loss) income

(2,007,158)
1,858,142

(131,063)
(44,771)
(1,245,185)
Less: Net income from discontinued operations attributable to
noncontrolling interests

237,410

349,613

321,920

--

362,696
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
Net (loss) income attributable to EQT Corporation

$
(2,244,568) $
1,508,529
$
(452,983) $
(44,771) $
(1,607,881)
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
Amounts attributable to EQT Corporation:

(Loss) income from continuing operations

$
(2,380,920) $
1,387,029
$
(531,493) $
(44,771) $
(1,782,858)
Income from discontinued operations, net of tax

136,352

121,500

78,510

--

174,977
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
Net (loss) income attributable to EQT Corporation

$
(2,244,568) $
1,508,529
$
(452,983) $
(44,771) $
(1,607,881)
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
? ?
?
? ?
?
? ?
?
? ?
?
? ?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
S-8
Table of Contents
Nine months ended

Years ended December 31,

September 30,

(dollars in thousands)

2018

2017

2016

2019

2018

(unaudited)

Statements of consolidated cash flows

Net cash provided by (used in):

Operating activities
$
2,976,256 $
1,637,698 $
1,064,320 $
1,633,854 $
2,445,390
Investing activities
(3,979,104) (4,202,070) (2,886,481) (1,256,210) (2,719,460)
Financing activities

859,020
1,533,147
1,399,469
(373,589)
131,610

As of December 31,
As of

September 30,
(dollars in thousands)

2018

2017

2019

(unaudited)

Consolidated balance sheets

Total assets
$ 20,721,344 $ 29,522,604 $ 20,160,449
Net property, plant and equipment

17,392,507
19,730,008
17,569,994
Long-term debt, including current portion

5,497,381
5,997,329
5,159,395
https://www.sec.gov/Archives/edgar/data/33213/000104746920000278/a2240502z424b5.htm[1/17/2020 8:39:47 AM]

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