
	December 31, 2020						December 31, 2019
	Principal Value		Carrying Value (a)		Fair Value (b)		Principal Value		Carrying Value (a)		Fair Value (b)
	(Thousands)
Credit Facility expires July 2022	$	300,000	$	300,000	$	300,000	$	294,000	$	294,000	$	294,000
Term Loan Facility due May 31, 2021	—		—		—		1,000,000		999,353		999,353
Senior notes:
Floating rate notes due October 1, 2020	—		—		—		500,000		499,238		500,290
2.50% notes due October 1, 2020	—		—		—		500,000		499,228		500,950
8.81% to 9.00% series A notes due 2020 – 2021	24,000		24,000		25,232		35,200		35,200		37,380
4.875% notes due November 15, 2021	125,118		124,943		128,231		750,000		747,571		774,173
3.00% notes due October 1, 2022	568,823		566,689		578,055		750,000		745,579		737,025
7.42% series B notes due 2023	10,000		10,000		10,038		10,000		10,000		10,788
7.875% notes due February 1, 2025 (c)	1,000,000		992,905		1,146,250		—		—		—
1.75% convertible notes due May 1, 2026	500,000		359,635		587,385		—		—		—
7.75% debentures due July 15, 2026	115,000		112,224		137,025		115,000		111,727		129,466
3.90% notes due October 1, 2027	1,250,000		1,242,182		1,249,400		1,250,000		1,241,024		1,167,763
5.00% notes due January 15, 2029	350,000		344,106		371,469		—		—		—
8.750% notes due February 1, 2030 (c)	750,000		743,726		924,510		—		—		—
Note payable to EQM	105,056		105,056		130,464		110,059		110,059		128,241
Total debt	5,097,997		4,925,466		5,588,059		5,314,259		5,292,979		5,279,429
Less: Current portion of debt	154,336		154,161		159,943		16,204		16,204		17,436
Long-term debt	$	4,943,661	$	4,771,305	$	5,428,116	$	5,298,055	$	5,276,775	$	5,261,993

(b)The carrying value of borrowings under the Company's credit facility and Term Loan Facility approximate fair value as the interest rates are based on prevailing market rates; therefore, they are a Level 1 fair value measurement. For the note payable to EQM, fair value is measured 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.

As of December 31, 2020, aggregate maturities for the Company's senior notes were $149 million in 2021, $569 million in 2022, $10 million in 2023, $0 million in 2024, $1,000 million in 2025 and $2,965 million thereafter. 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.

Company may, on a one-time basis, request that the lenders' commitments be increased to an aggregate of up to $3.0 billion, subject to certain terms and conditions. Each lender in the facility may decide if it will increase its commitment. The credit facility may be used for working capital, capital expenditures, share repurchases and any other lawful corporate purposes. The credit facility is underwritten by a syndicate of 20 financial institutions, each of which is obligated to fund its pro-rata portion of any borrowings by the Company.

Under the terms of the credit facility, the Company may obtain base rate loans or Eurodollar rate loans denominated in U.S. dollars. Base rate loans bear interest at a base rate plus a margin based on the Company's credit ratings. Eurodollar rate loans bear interest at a Eurodollar rate plus a margin based on the Company's credit ratings. Based on the Company's senior notes credit rating as of December 31, 2020, the margin on base rate loans was 1.00% and the margin on Eurodollar rate loans was 2.00%.

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 credit facility in addition to the interest rate charged by the counterparties on any amounts borrowed against the credit facility; the lower the Company's debt credit rating, the higher the level of fees and borrowing rate.

The Company's credit facility contains various provisions that, if not complied with, could result in termination of the credit facility, require early payment of amounts outstanding or similar actions. The most significant covenants and events of default under the credit facility are the maintenance of a debt-to-total capitalization ratio and limitations on transactions with affiliates. The credit facility contains financial covenants that require a total debt-to-total capitalization ratio no greater than 65%, the calculation of which excludes the effects of accumulated OCI. As of December 31, 2020, the Company was in compliance with all debt provisions and covenants.

The Company had $0.8 billion of letters of credit outstanding under its credit facility as of December 31, 2020 and no letters of credit outstanding under its credit facility as of December 31, 2019. For each of the years ended December 31, 2020, 2019 and 2018, the Company incurred commitment fees of approximately 28, 20 and 20 basis points, respectively, on the undrawn portion of its credit facility to maintain credit availability.

Under the Company's credit facility, for the years ended December 31, 2020, 2019 and 2018, the maximum amounts of outstanding borrowings were $0.7 billion, $1.1 billion and $1.6 billion, respectively, the average daily balances were approximately $148 million, $340 million and $854 million, respectively, and interest was incurred at weighted average annual interest rates of 2.3%, 3.8% and 3.4%, respectively.

Term Loan Facility. The Company had a $1.0 billion unsecured term loan facility (the Term Loan Facility) that was scheduled to mature in May 2021. In 2019, the Company used the proceeds from borrowings of $1.0 billion under the Term Loan Facility to repay $700 million aggregate principal amount of 8.125% senior notes, repay outstanding borrowings under the Company's $2.5 billion credit facility and pay accrued interest and fees and expenses related to the term loan agreement. Borrowings under the Term Loan Facility that are repaid may not be reborrowed.

The Company used proceeds from the offering of its Convertible Notes (see below), income tax refunds received during 2020 (see Note 9) and proceeds from the 2020 Divestiture (see Note 7) to fully repay its Term Loan Facility on June 30, 2020. Under the Company's Term Loan Facility, from January 1, 2020 through June 30, 2020, the average daily balance was approximately $692 million and interest was incurred at a weighted average annual interest rate of 2.6%. For the period May 31, 2019 through December 31, 2019, the average daily balance was $1.0 billion and interest was incurred at a weighted average annual interest rate of 3.1%.

Adjustable Rate Notes. On January 21, 2020, the Company issued $1.0 billion aggregate principal amount of 6.125% senior notes due February 1, 2025 and $750 million aggregate principal amount of 7.000% senior notes due February 1, 2030 (together, the Adjustable Rate Notes). The Company used the net proceeds from the Adjustable Rate Notes to repay $500 million aggregate principal amount of the Company's floating rate notes, $500 million aggregate principal amount of the Company's 2.50% senior notes, $500 million aggregate principal amount of the Company's 4.875% senior notes and $200 million of the Company's Term Loan Facility borrowings.

The covenants of the Adjustable Rate Notes are consistent with the Company's existing senior unsecured notes, with an additional interest rate adjustment provision that provides for adjustments to the interest rates on the Adjustable Rate Notes based on credit ratings assigned by Moody's, S&P and Fitch to the Company's senior notes. As a result of changes to the Company's senior notes credit rating, the interest rate on the 6.125% senior notes and the 7.000% senior notes was 7.875% and

8.750%, respectively, as of December 31, 2020. The adjusted interest rate under the Adjustable Rate Notes cannot exceed 2% of the original interest rate first set forth on the face of the Adjustable Rate Notes; however, if the Company's credit ratings improve, the interest rate under the Adjustable Rate Notes could be reduced to as low as the original interest rate set forth on the face of the Adjustable Rate Notes.

Convertible Notes. On April 28, 2020, the Company issued $500 million aggregate principal amount of 1.75% convertible senior notes (the Convertible Notes) due May 1, 2026 unless earlier redeemed, repurchased or converted. The Convertible Notes were issued in a private offering to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended. After deducting offering costs of $16.9 million and Capped Call Transactions (defined and discussed below) costs of $32.5 million, the net proceeds from the offering of $450.6 million were used to repay $450 million of the Company's Term Loan Facility borrowings as well as for general corporate purposes.

•during any quarter commencing after the quarter ended June 30, 2020 as long as the last reported price of EQT 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;

•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 common stock and the conversion rate for the Convertible Notes on each such trading day;

Upon conversion of the Convertible Notes, the Company intends to use a combined settlement approach to satisfy its settlement obligation by paying or delivering to holders of the Convertible Notes cash equal to the principal amount of the obligation and EQT common stock for amounts that exceed the principal amount of the obligation.

The Company may not redeem the Convertible Notes prior to May 5, 2023. On or after May 5, 2023 and prior to February 1, 2026, the Company may redeem for cash all or any portion of the Convertible Notes, at its option, at a redemption price equal to 100% of the principal amount of the Convertible Notes to be redeemed plus accrued and unpaid interest up to the redemption date as long as the last reported price per share of EQT common stock has been at least 130% of the conversion price in effect for at least 20 trading days (consecutive or otherwise) during any 30-consecutive-trading-day period ending on the trading day immediately preceding the date on which the Company delivers notice of redemption. A sinking fund is not provided for the Convertible Notes.

The initial conversion rate for the Convertible Notes is 66.6667 shares of EQT common stock per $1,000 principal amount of the Convertible Notes, which is equivalent to an initial conversion price of $15.00 per share of EQT common stock. The initial conversion price represents a premium of 20% to the $12.50 per share closing price of EQT common stock on April 23, 2020. The conversion rate is subject to adjustment under certain circumstances. In addition, following certain corporate events that occur prior to May 1, 2026 or if the Company delivers notice of redemption, the Company will, in certain circumstances, increase the conversion rate for a holder who elects to convert its Convertible Notes in connection with such corporate event or notice of redemption.

In connection with the Convertible Notes offering, the Company entered into privately negotiated capped call transactions (the Capped Call Transactions), the purpose of which is to reduce the potential dilution to EQT common stock upon conversion of the Convertible Notes and/or offset any cash payments the Company is required to make in excess of the principal amount of such obligation, with such reduction and offset subject to a cap. The Capped Call Transactions have an initial strike price of $15.00 per share of EQT common stock and an initial capped price of $18.75 per share of EQT common stock, each of which are subject to certain customary adjustments.

associated convertible features. The carrying amount of the equity component, representing the conversion option, was determined by deducting the fair value of the liability component from the principal value of the Convertible Notes. The equity component is not remeasured as long as it continues to meet the condition for equity classification. The excess of the principal amount of the liability component over its carrying amount (the debt discount) will be amortized to interest expense over the term of the Convertible Notes, which is approximately 6 years, at an effective interest rate of 8.4%. At inception, the Company recorded the Convertible Notes at fair value of approximately $358.1 million, a net deferred tax liability of $41.0 million and an equity component of $100.9 million.

Issuance costs were allocated to the liability and equity components of the Convertible Notes based on their relative fair values. Issuance costs attributable to the liability component of $12.1 million were recorded as a reduction to the liability component of the Convertible Notes and will be amortized to interest expense over the term of the Convertible Notes at an effective interest rate of 8.4%. Issuance costs attributable to the equity component of $4.8 million, representing the conversion option, were netted with the equity component.

For the year ended December 31, 2020, the Convertible Notes had a net shareholders' equity impact of $63.6 million, which consisted of the conversion option equity component of $100.9 million less the Capped Call Transactions costs of $32.5 million and issuance costs attributable to the equity component of $4.8 million.

As of December 31, 2020, the net carrying amount of the Convertible Notes liability component consisted of principal of $500 million less the unamortized debt discount of $129.1 million and unamortized issuance costs of $11.3 million. The table below summarizes the components of interest expense related to the Convertible Notes.

5.00% Senior Notes. On November 16, 2020, the Company issued $350 million aggregate principal amount of 5.00% senior notes due January 15, 2029. After deducting offering costs of $6.0 million, the net proceeds from the offering of $344.0 million were used to fund a portion of the purchase price of the Chevron Acquisition described in Note 6. The covenants of the 5.00% senior notes are consistent with the Company's existing senior unsecured notes; provided, however, that the 5.00% senior notes include an additional offer to repurchase provision applicable upon the occurrence of certain change of control events specified in the related indenture.

2020 Debt Repayments. In February 2020, the Company fully redeemed its floating rate notes and 2.50% senior notes at a price of 100% and 100.446% (inclusive of a make whole premium), respectively, of each note's principal amount plus accrued but unpaid interest of $1.2 million and $4.2 million, respectively. This resulted in the payment of make whole call premiums of $2.2 million related to the 2.50% senior notes.

Note Payable to EQM. EQM owns a preferred interest in EQT Energy Supply, LLC (EES), a subsidiary of the Company, that is accounted for as a note payable due to the terms of the operating agreement of EES. The fair value of the note payable to EQM is a Level 3 fair value measurement and is estimated using an income approach model using a market-based discount rate. Principal amounts due for the note payable to EQM are $5.2 million in 2021, $5.5 million in 2022, $5.8 million in 2023, $6.3 million in 2024, $6.5 million in 2025 and $75.8 million thereafter.