Senior Notes



	December 31, 2017						December 31, 2016
	Principal Value		Carrying Value (a)		Fair Value (b)		Principal Value		Carrying Value (a)		Fair Value (b)
	(Thousands)
5.15% Notes, due March 1, 2018	$	—	$	—	$	—	$	200,000	$	199,545	$	207,180
6.50% Notes, due April 1, 2018	—		—		—		500,000		499,089		527,205
8.13% Notes, due June 1, 2019	700,000		698,918		755,153		700,000		698,106		789,271
Floating Rate Notes due October 1, 2020	500,000		497,206		501,325		—		—		—
2.50% Notes due October 1, 2020	500,000		497,169		497,670		—		—		—
4.88% Notes, due November 15, 2021	750,000		744,920		801,953		750,000		743,595		801,218
3.00% Notes due October 1, 2022	750,000		742,364		743,550		—		—		—
4.00% EQM Notes, due August 1, 2024	500,000		494,939		504,110		500,000		494,170		493,125
7.75% debentures, due July 15, 2026	115,000		110,732		135,024		115,000		110,235		141,800
4.125% EQM Notes, due December 1, 2026	500,000		492,413		501,990		500,000		491,562		488,460
3.90% Notes due October 1, 2027	1,250,000		1,238,707		1,245,200		—		—		—
Medium-term notes:
7.42% Series B, due 2023	10,000		10,000		11,433		10,000		9,998		11,677
7.6% Series C, due 2018	8,000		7,999		8,012		8,000		7,991		8,375
8.7% to 9.0% Series A, due 2020 through 2021	35,200		35,187		40,510		35,200		35,168		41,906
	5,618,200		5,570,554		5,745,930		3,318,200		3,289,459		3,510,217
Less Senior Notes payable within one year	8,000		7,999		8,012		—		—		—
Total Senior Notes	$	5,610,200	$	5,562,555	$	5,737,918	$	3,318,200	$	3,289,459	$	3,510,217

(a) Carrying value represents principal value less unamortized debt issuance costs and debt discounts.

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

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

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

The indentures governing the Company’s and EQM’s long-term indebtedness contain certain restrictive financial and operating covenants, including covenants that restrict, among other things, the Company’s or EQM's ability to incur, as applicable, indebtedness, incur liens, enter into sale and leaseback transactions, complete acquisitions, merge, sell assets and perform certain other corporate actions. The covenants do not contain a rating trigger. Therefore, a change in the Company’s or EQM’s debt rating would not trigger a default under the indentures governing the indebtedness.

Aggregate maturities of Senior Notes are $8.0 million in 2018, $700.0 million in 2019, $1,011.2 million in 2020, $774.0 million in 2021, $750.0 million in 2022 and $2,375.0 million in 2023 and thereafter.