UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D. C. 20549

FORM 10-K

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2020

Commission file number 1-10447

CABOT OIL & GAS CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	04-3072771
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification Number)

Three Memorial City Plaza,

840 Gessner Road, Suite 1400, Houston, Texas 77024

(Address of principal executive offices including ZIP code)

(281) 589-4600

(Registrant's telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.10 per share	COG	New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒    No ☐

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐    No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒    No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒    No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☒ Accelerated filer ☐ Non-accelerated filer
☐ Smaller reporting company ☐ Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐    No ☒

The aggregate market value of Common Stock, par value $.10 per share ("Common Stock"), held by non-affiliates as of the last business day of registrant's most recently completed second fiscal quarter (based upon the closing sales price on the New York Stock Exchange on June 30, 2020) was approximately $6.7 billion.

As of February 22, 2021, there were 399,419,748 shares of Common Stock outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Proxy Statement for the Annual Meeting of Stockholders to be held April 29, 2021 are incorporated by reference into Part III of this report.

TABLE OF CONTENTS

		PAGE
PART I
ITEMS 1 and 2	Business and Properties	7
ITEM 1A	Risk Factors	22
ITEM 1B	Unresolved Staff Comments	36
ITEM 3	Legal Proceedings	36
ITEM 4	Mine Safety Disclosures	36
	Executive Officers of the Registrant	37
PART II
ITEM 5	Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	38
ITEM 6	Selected Financial Data	40
ITEM 7	Management's Discussion and Analysis of Financial Condition and Results of Operations	41
ITEM 7A	Quantitative and Qualitative Disclosures about Market Risk	54
ITEM 8	Financial Statements and Supplementary Data	57
ITEM 9	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	100
ITEM 9A	Controls and Procedures	100
ITEM 9B	Other Information	101
PART III
ITEM 10	Directors, Executive Officers and Corporate Governance	102
ITEM 11	Executive Compensation	102
ITEM 12	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	102
ITEM 13	Certain Relationships and Related Transactions, and Director Independence	102
ITEM 14	Principal Accounting Fees and Services	102
PART IV
ITEM 15	Exhibits, Financial Statement Schedules	103
ITEM 16	Form 10-K Summary	105

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FORWARD-LOOKING INFORMATION

The statements regarding future financial and operating performance and results, strategic pursuits and goals, market prices, future hedging and risk management activities, and other statements that are not historical facts contained in this report are forward-looking statements. The words "expect," "project," "estimate," "believe," "anticipate," "intend," "budget," "plan," "forecast," "target," "predict," "may," "should," "could," "will" and similar expressions are also intended to identify forward-looking statements. Such statements involve risks and uncertainties, including, but not limited to, the continuing effects of the COVID-19 pandemic and the impact thereof on our business, financial condition and results of operations, the availability of cash on hand and other sources of liquidity to fund our capital expenditures, actions by, or disputes among or between, members of the Organization of Petroleum Exporting Countries and other exporting nations (OPEC+), market factors, market prices (including geographic basis differentials) of natural gas, results of future drilling and marketing activity, future production and costs, legislative and regulatory initiatives, electronic, cyber or physical security breaches and other factors detailed herein and in our other Securities and Exchange Commission filings. Refer to “Risk Factors” in Item 1A for additional information about these risks and uncertainties. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual outcomes may vary materially from those indicated.

GLOSSARY OF CERTAIN OIL AND GAS TERMS

The following are abbreviations and definitions of certain terms commonly used in the oil and gas industry and included within this Annual Report on Form 10-K:

Abbreviations

Bbl.    One stock tank barrel, or 42 U.S. gallons liquid volume, used in reference to oil or other liquid hydrocarbons.

Bcf.    One billion cubic feet of natural gas.

Bcfe.    One billion cubic feet of natural gas equivalent.

Btu.    One British thermal unit.

Dth.    One million British thermal units.

Mbbl.    One thousand barrels of oil or other liquid hydrocarbons.

Mcf.    One thousand cubic feet of natural gas.

Mcfe.    One thousand cubic feet of natural gas equivalent.

Mmbbl.    One million barrels of oil or other liquid hydrocarbons.

Mmbtu.    One million British thermal units.

Mmcf.    One million cubic feet of natural gas.

Mmcfe.    One million cubic feet of natural gas equivalent.

NGL.    Natural gas liquids.

NYMEX.    New York Mercantile Exchange.

Definitions

Condensate.    A mixture of hydrocarbons that exists in the gaseous phase at original reservoir temperature and pressure, but that, when produced, is in the liquid phase at surface pressure and temperature.

Conventional play.    A term used in the oil and gas industry to refer to an area believed to be capable of producing crude oil and natural gas occurring in discrete accumulations in structural and stratigraphic traps utilizing conventional recovery methods.

Developed reserves.    Developed reserves are reserves that can be expected to be recovered: (i) through existing wells with existing equipment and operating methods or in which the cost of the required equipment is relatively minor compared to the cost of a new well; and (ii) through installed extraction equipment and infrastructure operational at the time of the reserves estimate if the extraction is by means not involving a well.

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Development costs.    Costs incurred to obtain access to proved reserves and to provide facilities for extracting, treating, gathering and storing the oil and gas. More specifically, development costs, including depreciation and applicable operating costs of support equipment and facilities and other costs of development activities, are costs incurred to: (i) gain access to and prepare well locations for drilling, including surveying well locations for the purpose of determining specific development drilling sites, clearing ground, draining, road building, and relocating public roads, gas lines, and power lines, to the extent necessary in developing the proved reserves, (ii) drill and equip development wells, development-type stratigraphic test wells, and service wells, including the costs of platforms and of well equipment such as casing, tubing, pumping equipment, and the wellhead assembly, (iii) acquire, construct, and install production facilities such as lease flow lines, separators, treaters, heaters, manifolds, measuring devices, and production storage tanks, natural gas cycling and processing plants, and central utility and waste disposal systems, and (iv) provide improved recovery systems.

Development well.    A well drilled within the proved area of an oil or gas reservoir to the depth of a stratigraphic horizon known to be productive.

Differential.    An adjustment to the price of oil or gas from an established spot market price to reflect differences in the quality and/or location of oil or gas.

Dry hole.    Exploratory or development well that does not produce oil or gas in commercial quantities.

Exploitation activities.    The process of the recovery of fluids from reservoirs and drilling and development of oil and gas reserves.

Exploration costs.    Costs incurred in identifying areas that may warrant examination and in examining specific areas that are considered to have prospects of containing oil and gas reserves, including costs of drilling exploratory wells and exploratory-type stratigraphic test wells. Exploration costs may be incurred both before acquiring the related property (sometimes referred to in part as prospecting costs) and after acquiring the property. Principal types of exploration costs, which include depreciation and applicable operating costs of support equipment and facilities and other costs of exploration activities, are: (i) costs of topographical, geographical and geophysical studies, rights of access to properties to conduct those studies, and salaries and other expenses of geologists, geophysical crews, and others conducting those studies. Collectively, these are sometimes referred to as geological and geophysical or "G&G" costs, (ii) costs of carrying and retaining undeveloped properties, such as delay rentals, ad valorem taxes on properties, legal costs for title defense, and the maintenance of land and lease records, (iii) dry hole contributions and bottom hole contributions, (iv) costs of drilling and equipping exploratory wells, and (v) costs of drilling exploratory-type stratigraphic test wells.

Exploratory well.    A well drilled to find a new field or to find a new reservoir in a field previously found to be productive of oil or gas in another reservoir. Generally, an exploratory well is any well that is not a development well, an extension well, or a service well.

Extension well.    An extension well is a well drilled to extend the limits of a known reservoir.

Field.    An area consisting of a single reservoir or multiple reservoirs all grouped on or related to the same individual geological structural feature and/or stratigraphic condition. There may be two or more reservoirs in a field that are separated vertically by intervening impervious, strata, or laterally by local geological barriers, or by both. Reservoirs that are associated by being in overlapping or adjacent fields may be treated as a single or common operational field. The geological terms structural feature and stratigraphic condition are intended to identify localized geological features as opposed to the broader terms of basins, trends, provinces, plays, areas-of-interest, etc.

Gross acres.    The total acres in which a working interest is owned.

Gross wells.    The total wells in which a working interest is owned.

Net acres.    The number of acres an owner has out of a particular number of gross acres. An owner who has a 30 percent working interest in 100 acres owns 30 net acres.

Net wells.    The percentage ownership interest in a well that an owner has based on the working interest. An owner who has a 30 percent working interest in a well owns a 0.30 net well.

Oil.    Crude oil and condensate.

Operator.    The individual or company responsible for the exploration, development and/or production of an oil or gas well or lease.

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Play.    A geographic area with potential oil and gas reserves.

Possible reserves.    Possible reserves are those additional reserves that are less certain to be recovered than probable reserves.

Probable reserves.    Probable reserves are those additional reserves that are less certain to be recovered than proved reserves but which, together with proved reserves, are as likely not to be recovered.

Production costs.    Costs incurred to operate and maintain wells and related equipment and facilities, including depreciation and applicable operating costs of support equipment and facilities, which become part of the cost of oil and gas produced.

Proved properties.    Properties with proved reserves.

Proved reserves.    Proved reserves are those quantities, which, by analysis of geoscience and engineering data, can be estimated with reasonable certainty to be economically producible from a given date forward, from known reservoirs, and under existing economic conditions and operating methods prior to the time at which contracts providing the right to operate expire, unless evidence indicates that renewal is reasonably certain, regardless of whether deterministic or probabilistic methods are used for the estimation. The project to extract hydrocarbons must have commenced or the operator must be reasonably certain that it will commence the project within a reasonable time.

Existing economic conditions include prices and costs at which economic producibility from a reservoir is to be determined. The price shall be the average price during the twelve-month period prior to the ending date of the period covered by the report, determined as an unweighted arithmetic average of the first-day-of-the-month price for each month within such period, unless prices are defined by contractual arrangements, excluding escalations based upon future conditions.

Reasonable certainty.    If deterministic methods are used, reasonable certainty means a high degree of confidence that the quantities will be recovered. If probabilistic methods are used, there should be at least a 90 percent probability that the quantities actually recovered will equal or exceed the estimate. A high degree of confidence exists if the quantity is much more likely to be achieved than not, and, as changes due to increased availability of geoscience (geological, geophysical, and geochemical), engineering, and economic data are made to estimated ultimate recovery (EUR) with time, reasonably certain EUR is much more likely to increase or remain constant than to decrease.

Reliable technology.    A grouping of one or more technologies (including computational methods) that has been field tested and has been demonstrated to provide reasonable certain results with consistency and repeatability in the formation being evaluated or in an analogous formation.

Reserves.    Reserves are estimated remaining quantities of oil and gas and related substances anticipated to be economically producible, as of a given date, by application of development projects to known accumulations. In addition, there must exist, or there must be a reasonable expectation that there will exist, the legal right to produce or a revenue interest in the production, installed means of delivering oil and gas or related substances to market, and all permits and financing required to implement the project.

Reservoir.    A porous and permeable underground formation containing a natural accumulation of producible oil and/or gas that is confined by impermeable rock or water barriers and is individual and separate from other reservoirs.

Resources.    Resources are quantities of oil and gas estimated to exist in naturally occurring accumulations. A portion of the resources may be estimated to be recoverable, and another portion may be considered to be unrecoverable. Resources include both discovered and undiscovered accumulations.

Royalty interest.    An interest in an oil and gas lease that gives the owner of the interest the right to receive a portion of the production from the leased acreage (or of the proceeds of the sale thereof), but generally does not require the owner to pay any portion of the costs of drilling or operating the wells on the leased acreage. Royalties may be either landowners' royalties, which are reserved by the owner of the leased acreage at the time the lease is granted, or overriding royalties, which are usually reserved by an owner of the leasehold in connection with a transfer to a subsequent owner.

Shale.    Fine-grained sedimentary rock composed mostly of consolidated clay or mud.

Standardized measure.    The present value, discounted at 10 percent per year, of estimated future net revenues from the production of proved reserves, computed by applying sales prices used in estimating proved oil and gas reserves to the year-end quantities of those reserves in effect as of the dates of such estimates and held constant throughout the productive life of the reserves (except for consideration of future price changes to the extent provided by contractual arrangements in existence at

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year-end), and deducting the estimated future costs to be incurred in developing, producing and abandoning the proved reserves (computed based on year-end costs and assuming continuation of existing economic conditions). Future income taxes are calculated by applying the appropriate year-end statutory federal and state income tax rate with consideration of future tax rates already legislated, to pre-tax future net cash flows, net of the tax basis of the properties involved and utilization of available tax carryforwards related to proved oil and gas reserves.

Unconventional play.    A term used in the oil and gas industry to refer to a play in which the targeted reservoirs generally fall into one of three categories: (1) tight sands, (2) coal beds or (3) shales. The reservoirs tend to cover large areas and lack the readily apparent traps, seals and discrete hydrocarbon-water boundaries that typically define conventional reservoirs. These reservoirs generally require fracture stimulation treatments or other special recovery processes in order to achieve economic flow rates.

Undeveloped reserves.    Undeveloped reserves are reserves that are expected to be recovered from new wells on undrilled acreage, or from existing wells where a relatively major expenditure is required. Reserves on undrilled acreage are limited to those directly offsetting development spacing areas that are reasonably certain of production when drilled, unless evidence exists that establishes reasonable certainty of economic producibility at greater distances. Undrilled locations can be classified as having undeveloped reserves only if a development plan has been adopted indicating that they are scheduled to be drilled within five years, unless the specific circumstances justify a longer time. Under no circumstances shall estimates for undeveloped reserves be attributable to any acreage for which an application of fluid injection or other improved recovery technique is contemplated, unless such techniques have been proved effective by actual projects in the same reservoir or an analogous reservoir, or by other evidence using reliable technology establishing reasonable certainty.

Unproved properties.    Properties with no proved reserves.

Working interest.    An interest in an oil and gas lease that gives the owner of the interest the right to drill for and produce oil and gas on the leased acreage and requires the owner to pay a share of the costs of drilling and production operations.

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PART I

ITEMS 1 and 2. BUSINESS AND PROPERTIES

Cabot Oil & Gas Corporation is an independent oil and gas company engaged in the development, exploitation, exploration and production of oil and gas properties. Our assets are concentrated in areas with known hydrocarbon resources, which are conducive to multi-well, repeatable drilling programs. We operate in one segment, natural gas development, exploitation, exploration and production, in the continental United States. We have offices located in Houston, Texas and Pittsburgh, Pennsylvania.

STRATEGY

Our objective is to enhance shareholder value through the commodity price cycles by maintaining our disciplined approach to returns-focused capital allocation. While we operate in a cyclical industry, driven by the volatility of commodity prices, we believe that focusing on the following key components of our business strategy positions us to succeed on creating shareholder value through the commodity price cycles.

Focus on financial returns. Our goal is to generate financial returns that exceed our cost of capital by focusing on disciplined capital investment and maintaining a low cost structure. In 2020, our return on capital employed (non-GAAP) was 7.6 percent, a decrease from 22.2 percent in 2019. The decrease was driven by significantly lower natural gas prices in 2020 compared to 2019. Commodity prices play a critical role in our capital allocation decisions and have a significant impact on our financial returns.

Demonstrate continued cost control. Underpinning our financial returns is our continued focus on cost control, which resulted in a slight reduction of one percent in operating expenses per unit in 2020 relative to 2019. We believe maintaining a low cost structure provides us with a competitive advantage, especially in a low natural gas price environment. We will continue to assess additional opportunities to reduce our operating expenses per unit over time.

Maintain financial strength. We believe that maintaining a strong balance sheet with significant financial flexibility is imperative in a cyclical industry that is exposed to commodity price volatility. In recent years, we have reduced our absolute debt levels, and we anticipate retiring the current portion of our debt at maturity in 2021. Additionally, we ended 2020 with strong liquidity resulting from $140.1 million of cash and cash equivalents and $1.5 billion of unused commitments on our revolving credit facility.

Generate positive free cash flow. We believe generating positive free cash flow is paramount to creating shareholder value. Our disciplined approach to capital allocation allows us to adjust our capital spending and activity levels in response to commodity prices in order to maximize positive free cash flow through the price cycles. Our free cash flow is used for returning capital to shareholders, reducing debt levels and enhancing liquidity. In 2020, we generated $778.2 million in cash flow from operations (GAAP) and $109.1 million of free cash flow (non-GAAP), representing our fifth consecutive year of positive free cash flow generation.

Return capital to shareholders. We plan to continue to prioritize returning capital to shareholders through all commodity price cycles. In 2020, we returned $159.4 million of capital to shareholders, representing 146 percent of our free cash flow for the year. We have increased our dividend five times since 2017 and since reinstating our share repurchase program in 2017, we have reduced our shares outstanding by over 14 percent. In February 2021, we announced an updated capital return framework. We intend to implement a "base plus supplemental" dividend approach. Under this updated capital return framework, we plan to continue to deliver our regular quarterly base dividend and to supplement our regular quarterly base dividends with an annual supplemental dividend to return capital equal to a minimum of 50 percent of annual free cash flow. Any excess free cash flow above 50 percent of annual free cash flow is expected to be utilized for balance sheet enhancement, additional supplemental dividends, or opportunistic share repurchases, depending on market conditions.

Increase our proved reserve base. In 2020, we increased our year-end proved reserves by six percent at an all-sources finding and development cost (non-GAAP) of $0.35 per Mcfe. We also replaced 190 percent of our production for the year. We intend to continue to increase our proved reserves through our disciplined investment in the development of our Marcellus Shale asset assuming the commodity price environment provides for economic returns for our shareholders.

Focus on safe, responsible and sustainable operations. We believe that safe, responsible and sustainable operations are important tenants of our overall business strategy. Our safety programs are built on a foundation that emphasizes personal responsibility and safety leadership, while our operational focus is based on making our operations more environmentally and socially sustainable by actively implementing technology across our operations from design phase to equipment improvements to limit and reduce our methane emissions. In addition, we focus on practical and sustainable environmental initiatives that

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promote efficient use of water and protect water quality, eliminate releases, and minimize land surface impact. Because we are a producer of 100 percent natural gas, we believe we have a competitive advantage as it relates to the production of clean energy and our overall carbon footprint on the environment.

Refer to "Management's Discussion and Analysis of Financial Condition and Results of Operations - Non-GAAP Financial Measures" for a discussion and calculation of return on capital employed, free cash flow and finding and development cost, which are non-GAAP financial measures.

2021 OUTLOOK

Our 2021 capital program is expected to be approximately $530.0 million to $540.0 million, representing a six percent reduction, at the midpoint of the range, from our 2020 capital program of $569.8 million. We reduced our planned capital expenditures, which contemplates a maintenance capital program, as a result of the weaker natural gas price environment. We expect to fund these expenditures with our operating cash flow and, if required, cash on hand.

In 2021, our capital program will focus on the Marcellus Shale, where we expect to drill and complete 80 net wells. We allocate our planned program for capital expenditures based on market conditions, return on capital and free cash flow expectations and availability of services and human resources. We will continue to assess the natural gas price environment and may adjust our capital expenditures accordingly.

DESCRIPTION OF PROPERTIES

Our operations are primarily concentrated in one unconventional play—the Marcellus Shale in northeast Pennsylvania. Our Marcellus Shale properties represent our primary operating area and are principally located in Susquehanna County, Pennsylvania, where we currently hold approximately 175,000 net acres in the dry gas window of the play. Our 2020 net production in the Marcellus Shale was 857 Bcfe, representing substantially all of our total equivalent production for the year. As of December 31, 2020, we had a total of 865.9 net wells in the Marcellus Shale, of which approximately 99.5 percent are operated by us.

During 2020, we invested $562.1 million in the Marcellus Shale and drilled or participated in drilling 64.3 net wells, completed 77.3 net wells and turned in line 69.2 net wells. As of December 31, 2020, we had 13.0 net wells that were either in the completion stage or waiting on completion or connection to a pipeline. We exited 2020 with three drilling rigs operating in the play and plan to exit 2021 with two rigs operating.

DIVESTITURES

In July 2018, we sold certain proved and unproved oil and gas properties in the Haynesville Shale to a third party for $30.0 million and recognized a gain on sale of oil and gas properties of $29.7 million.

In February 2018, we sold certain proved and unproved oil and gas properties in the Eagle Ford Shale to an affiliate of Venado Oil & Gas LLC for $765.0 million. During the fourth quarter of 2017, we recorded an impairment charge of $414.3 million associated with the proposed sale of these properties and upon closing recognized a loss on sale of oil and gas properties of $45.4 million.

In September 2017, we sold certain proved and unproved oil and gas properties and related pipeline assets located in West Virginia, Virginia and Ohio to an affiliate of Carbon Natural Gas Company for $41.3 million. During the second quarter of 2017, we recorded an impairment charge of $68.6 million associated with the proposed sale of these properties and upon closing the sale in the third quarter of 2017, we recognized a loss on sale of oil and gas properties of $11.9 million.

In February 2016, we sold certain proved and unproved oil and gas properties in east Texas to a third party for $56.4 million and recognized a $0.5 million gain on sale of assets.

MARKETING

Substantially all of our natural gas is sold at market sensitive prices under both long-term and short-term sales contracts and is subject to seasonal price swings. The principal markets for our natural gas are in the northeastern United States where we sell natural gas to industrial customers, local distribution companies, gas marketers and power generation facilities.

We also incur transportation and gathering expenses to move our natural gas production from the wellhead to our principal markets in the United States. The majority of our natural gas production is transported on third-party gathering systems and interstate pipelines where we have long-term contractual capacity arrangements or use purchaser-owned capacity under both long-term and short-term sales contracts.

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To date, we have not experienced significant difficulty in transporting or marketing our natural gas production as it becomes available; however, there is no assurance that we will always be able to transport and market all of our production.

Delivery Commitments

We have entered into various firm sales contracts to deliver and sell natural gas. We believe we will have sufficient production quantities to meet substantially all of our commitments, but may be required to purchase natural gas from third parties to satisfy shortfalls should they occur.

A summary of our firm sales commitments as of December 31, 2020 are set forth in the table below:

	Natural Gas (Bcf)
2021	612.4
2022	616.9
2023	608.9
2024	566.4
2025	542.0

We utilize a part of our firm transportation capacity to deliver natural gas under the majority of these firm sales contracts and have entered into numerous agreements for transportation of our production. Some of these contracts have volumetric requirements which could require monetary shortfall penalties if our production is inadequate to meet the terms. However, we do not believe we have a financial commitment due based on our current proved reserves and production levels from which we can fulfill these obligations.

RISK MANAGEMENT

From time to time, we use derivative financial instruments to manage price risk associated with our natural gas production. While there are many different types of derivatives available, we generally utilize collar, swap and basis swap agreements designed to manage price risk more effectively. The collar arrangements are a combination of put and call options used to establish floor and ceiling prices for a fixed volume of natural gas production during a certain time period. They provide for payments to counterparties if the index price exceeds the ceiling and payments from the counterparties if the index price falls below the floor. The swap agreements call for payments to, or receipts from, counterparties based on whether the index price for the period is greater or less than the fixed price established for the particular period under the swap agreement.

During 2020, natural gas collars with floor prices ranging from $1.90 to $2.15 per Mmbtu and ceiling prices ranging from $2.10 to $2.38 per Mmbtu covered 92.3 Bcf, or 11 percent, of natural gas production at a weighted-average price of $2.09 per Mmbtu. Natural gas swaps covered 53.5 Bcf, or six percent, of natural gas production at a weighted-average price of $2.24 per Mmbtu.

As of December 31, 2020, we had the following outstanding financial commodity derivatives:

			Collars
			Floor				Ceiling				Swaps
Type of Contract	Volume (Mmbtu)	Contract Period	Range ($/Mmbtu)		Weighted- Average ($/Mmbtu)		Range ($/Mmbtu)		Weighted- Average ($/Mmbtu)		Weighted- Average ($/Mmbtu)
Natural gas (NYMEX)	18,250,000	Jan. 2021-Dec. 2021									$	2.74
Natural gas (NYMEX)	164,250,000	Jan. 2021-Dec. 2021	$2.50 - $2.85		$	2.68	$2.83 - $3.94		$	3.09
Natural gas (NYMEX)	10,700,000	Apr. 2021-Oct. 2021	$	—	$	2.50	$	—	$	2.80
Natural gas (NYMEX)	10,700,000	Apr. 2021-Oct. 2021									$	2.75

In early 2021, the Company entered into the following financial commodity derivatives:

			Swaps
Type of Contract	Volume (Mmbtu)	Contract Period	Weighted- Average ($/Mmbtu)
Natural gas (NYMEX)	10,700,000	Apr. 2021-Oct. 2021	$	2.81

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A significant portion of our expected natural gas production for 2021 and beyond is currently unhedged and directly exposed to the volatility in natural gas prices, whether favorable or unfavorable. We will continue to evaluate the benefit of using derivatives in the future. Please read "Management's Discussion and Analysis of Financial Condition and Results of Operations" and "Quantitative and Qualitative Disclosures about Market Risk" for further discussion related to our use of derivatives.

RESERVES

The following table presents our estimated proved reserves for the periods indicated:

	December 31,
	2020	2019	2018
Natural Gas (Bcf)
Proved developed reserves	8,608	8,056	7,402
Proved undeveloped reserves(1)	5,064	4,847	4,202
	13,672	12,903	11,604
Crude Oil & NGLs (Mbbl)(2)
Proved developed reserves	15	22	107
Proved undeveloped reserves(1)	—	—	13
	15	22	120
Natural gas equivalent (Bcfe)(3)	13,672	12,903	11,605
Reserve life index (in years)(4)	15.9	14.9	15.8

_______________________________________________________________________________

(1)Proved undeveloped reserves for 2020, 2019 and 2018 include reserves drilled but uncompleted of 241.0 Bcfe, 783.2 Bcfe and 631.6 Bcfe, respectively.

(2)There were no significant NGL reserves for 2020, 2019 and 2018, respectively.

(3)Natural gas equivalents are determined using a ratio of 6 Mcf of natural gas to 1 Bbl of crude oil, condensate or NGLs.

(4)Reserve life index is equal to year-end proved reserves divided by annual production for the years ended December 31, 2020, 2019 and 2018, respectively.

Our proved reserves at December 31, 2020 increased 769 Bcfe or six percent from 12,903 Bcfe at December 31, 2019. In 2020, we added 1,974 Bcfe of proved reserves through extensions, discoveries and other additions, primarily due to the results from our drilling and completion program in the Dimock field in northeast Pennsylvania. We also had a net downward revision of 347 Bcfe, which was primarily due to a net downward performance revision of 245 Bcfe and a downward revision of 66 Bcfe associated with proved undeveloped (PUD) reserves reclassifications as a result of the five-year limitation. The net downward performance revision of 245 Bcfe was primarily due to a downward performance revision of 368 Bcfe related to certain proved developed producing properties, partially offset by an upward revision of 123 Bcfe associated with our PUD reserves due to performance revisions and the drilling of longer lateral length wells. During 2020, we produced 858 Bcfe.

Since substantially all of our reserves are natural gas, our reserves are significantly more sensitive to natural gas prices and their effect on the economic productive life of producing properties. Our reserves are based on the 12-month average index price for the respective commodity, calculated as the unweighted arithmetic average for the first day of the month price for each month during the year. Increases in commodity prices may result in a longer economic productive life of a property or result in more economically viable proved undeveloped reserves to be recognized. Decreases in prices may result in negative impacts of this nature.

For additional information regarding estimates of proved reserves, the audit of such estimates by Miller and Lents, Ltd. (Miller and Lents) and other information about our reserves, including the risks inherent in our estimates of proved reserves, refer to the Supplemental Oil and Gas Information to the Consolidated Financial Statements included in Item 8 and “Risk Factors—Business and Operational Risks—Our proved reserves are estimates. Any material inaccuracies in our reserve estimates or underlying assumptions could cause the quantities and net present value of our reserves to be overstated or understated” in Item 1A.

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Technologies Used In Reserves Estimates

We utilize various traditional methods to estimate our reserves, including decline curve extrapolations, material balance calculations, volumetric calculations, analogies, and in some cases a combination of these methods. In addition, at times we may use seismic interpretations to confirm continuity of a formation in combination with traditional technologies; however, seismic interpretations are not used in the volumetric computation.

Internal Control

Our Senior Vice President, EHS and Engineering is the technical person responsible for our internal reserves estimation process and provides oversight of our corporate reservoir engineering department, which consists of two engineers, and the annual audit of our year-end reserves by Miller and Lents. He has a Bachelor of Science degree in Chemical Engineering, specializing in petroleum engineering, and over 38 years of industry experience with positions of increasing responsibility in operations, engineering and evaluations. He has worked in the area of reserves and reservoir engineering for 29 years and is a member of the Society of Petroleum Engineers.

Our reserves estimation process is coordinated by our corporate reservoir engineering department. Reserve information, including models and other technical data, are stored on secured databases on our network. Certain non-technical inputs used in the reserves estimation process, including commodity prices, production and development costs and ownership percentages, are obtained by other departments and are subject to testing as part of our annual internal control process. We also engage Miller and Lents, independent petroleum engineers, to perform an independent audit of our estimated proved reserves. Upon completion of the process, the estimated reserves are presented to senior management.

Miller and Lents has audited 100 percent of our proved reserves estimates and concluded, in their judgment, we have an effective system for gathering data and documenting information required to estimate our proved reserves and project our future revenues. Further, Miller and Lents has concluded (1) the reserves estimation methods employed by us were appropriate, and our classification of such reserves was appropriate to the relevant SEC reserve definitions, (2) our reserves estimation processes were comprehensive and of sufficient quality, (3) the data upon which we relied were adequate and of sufficient quality, and (4) the results of our estimates and projections are, in the aggregate, reasonable. A copy of the audit letter by Miller and Lents dated January 27, 2021, has been filed as an exhibit to this Annual Report on Form 10-K.

Qualifications of Third Party Engineers

The technical person primarily responsible for the audit of our reserves estimates at Miller and Lents meets the requirements regarding qualifications, independence, objectivity, and confidentiality set forth in the Standards Pertaining to the Estimating and Auditing of Oil and Gas Reserves Information promulgated by the Society of Petroleum Engineers. Miller and Lents is an independent firm of petroleum engineers, geologists, geophysicists, and petro physicists; they do not own an interest in our properties and are not retained on a contingent fee basis.

Proved Undeveloped Reserves

At December 31, 2020, we had 5,064 Bcfe of PUD reserves associated with future development costs of $1.4 billion, which represents an increase of 217 Bcfe compared to December 31, 2019. All of our PUD reserves are located in Susquehanna County, Pennsylvania. We expect to complete substantially all of our PUD reserves associated with drilled but uncompleted wells by the end of 2021. Future development plans are reflective of the lower commodity price environment and have been established based on expected available cash flows from operations and availability under our revolving credit facility. As of December 31, 2020, all PUD reserves are expected to be drilled and completed within five years of initial disclosure of these reserves.

The following table is a reconciliation of the change in our PUD reserves (Bcfe):

	Year Ended December 31, 2020
Balance at beginning of period	4,847
Transfers to proved developed	(1,785)
Additions	1,945
Revision of prior estimates	57
Balance at end of period	5,064

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Changes in PUD reserves that occurred during the year were due to:

•transfer of 1,785 Bcfe from PUD to proved developed reserves based on total capital expenditures of $455.5 million during 2020;

•new PUD reserve additions of 1,945 Bcfe in the Dimock field in northeast Pennsylvania; and

•upward PUD reserve revisions of 57 Bcfe resulting from upward performance revisions of 123 Bcfe associated with performance revisions along with the drilling of longer lateral wells, partially offset by downward revisions of 66 Bcfe associated with PUD reclassifications as a result of the five-year limitation.

PRODUCTION, SALES PRICE AND PRODUCTION COSTS

The following table presents historical information about our production volumes for natural gas and oil (including NGLs), average natural gas and crude oil sales prices, and average production costs per equivalent. Substantially all of our total company historical operational information and proved reserves are derived from our Dimock field in northeast Pennsylvania:

	Year Ended December 31,
	2020		2019		2018
Production Volumes
Natural gas (Bcf)	857.7		865.3		729.9
Oil (Mbbl)(1)	—		—		829
Equivalents (Bcfe)	857.7		865.3		735.0
Average Sales Price
Natural gas excluding realized impact of derivative settlements ($/Mcf)	$	1.64	$	2.29	$	2.58
Natural gas including realized impact of derivative settlements ($/Mcf)	$	1.68	$	2.45	$	2.54
Oil excluding realized impact of derivative settlements ($/Bbl)	$	—	$	—	$	64.51
Oil including realized impact of derivative settlements ($/Bbl)	$	—	$	—	$	63.53
Average Production Costs ($/Mcfe)	$	0.06	$	0.06	$	0.05

_______________________________________________________________________________

(1)There was no significant NGL production for the years ended December 31, 2020 and 2019 and less than one percent of our equivalent production for the year ended December 31, 2018. NGL production represented 8.5 percent of our crude oil production for the year ended December 31, 2018.

ACREAGE

Our interest in both developed and undeveloped properties is primarily in the form of leasehold interests held under customary mineral leases. These leases provide us the right to develop oil and/or natural gas on the properties. Their primary terms range in length from approximately three to 10 years. These properties are held for longer periods if production is established.

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The following table summarizes our gross and net developed and undeveloped leasehold and mineral fee acreage at December 31, 2020:

	Developed		Undeveloped (1)		Total
	Gross	Net	Gross	Net	Gross	Net
Leasehold acreage	159,795	157,490	790,157	687,677	949,952	845,167
Mineral fee acreage	877	877	181,202	152,232	182,079	153,109
Total	160,672	158,367	971,359	839,909	1,132,031	998,276

_______________________________________________________________________________

(1) Includes leasehold and mineral fee net acreage of 588,154 and 150,033, respectively, associated with deep formations located in West Virginia and Virginia. Substantially all of this leasehold is held by production from shallower formations that are operated by others.

Total Net Undeveloped Acreage Expiration

In the event that production is not established or we take no action to extend or renew the terms of our leases, our net undeveloped acreage that will expire over the next three years as of December 31, 2020 is 13,515, 3,947 and 4,371 for the years ending December 31, 2021, 2022 and 2023, respectively.

As of December 31, 2020, approximately 32 percent of our expiring acreage disclosed above is located in our primary operating area, where we currently expect to continue drilling and completion activities and/or extend lease terms. There were no PUD reserves recorded on any of our expiring acreage outside of our primary operating area.

WELL SUMMARY

The following table presents our ownership in productive natural gas and crude oil wells at December 31, 2020. This summary includes natural gas and crude oil wells in which we have a working interest:

	Gross	Net
Natural gas	935	865.9
Crude oil	16	0.4
Total(1)	951	866.3

_______________________________________________________________________________

(1)Total percentage of gross operated wells is 90.6 percent.

DRILLING ACTIVITY

We drilled and completed wells or participated in the drilling and completion of wells as indicated in the table below. The information below should not be considered indicative of future performance, nor should a correlation be assumed between the number of productive wells drilled, quantities of reserves found or economic value.

	Year Ended December 31,
	2020		2019		2018
	Gross	Net	Gross	Net	Gross	Net
Development Wells
Productive	74	64.3	96	94.0	85	84.0
Dry	—	—	—	—	—	—
Exploratory Wells
Productive	—	—	—	—	—	—
Dry	—	—	—	—	9	9.0
Total	74	64.3	96	94.0	94	93.0
Acquired Wells	—	—	—	—	—	—

During the year ended December 31, 2020, we completed 26 gross wells (26.0 net) that were drilled in prior years.

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The following table sets forth information about wells for which drilling was in progress or which were drilled but uncompleted at December 31, 2020, which are not included in the above table:

	Drilling In Progress		Drilled But Uncompleted
	Gross	Net	Gross	Net
Development wells	11	11.0	14	13.0
Exploratory wells	—	—	—	—
Total	11	11.0	14	13.0

OTHER BUSINESS MATTERS

Title to Properties

We believe that we have satisfactory title to all of our producing properties in accordance with generally accepted industry standards. Individual properties may be subject to burdens such as royalty, overriding royalty, carried, net profits, working and other outstanding interests customary in the industry. In addition, interests may be subject to obligations or duties under applicable laws or burdens such as production payments, ordinary course liens incidental to operating agreements and for current taxes or development obligations under oil and gas leases. As is customary in the industry in the case of undeveloped properties, preliminary investigations of record title are made at the time of lease acquisition. Complete investigations are made prior to the consummation of an acquisition of producing properties and before commencement of drilling operations on undeveloped properties.

Competition

The oil and gas industry is highly competitive and we experience strong competition in our primary producing areas. We primarily compete with integrated, independent and other energy companies for the sale and transportation of our natural gas production to marketing companies and end users. Furthermore, the oil and gas industry competes with other energy industries that supply fuel and power to industrial, commercial and residential consumers. Many of these competitors have greater financial, technical and personnel resources. The effect of these competitive factors cannot be predicted.

Price, contract terms, availability of rigs and related equipment and quality of service, including pipeline connection times and distribution efficiencies affect competition. We believe that our concentrated acreage position and our access to gathering and pipeline infrastructure in Pennsylvania, along with our expected activity level and the related services and equipment that we have secured for the upcoming years, enhance our competitive position over other producers who do not have similar systems or services in place.

Major Customers

During the year ended December 31, 2020, three customers accounted for approximately 21 percent, 16 percent and 12 percent of our total sales. During the year ended December 31, 2019, three customers accounted for approximately 17 percent, 16 percent and 16 percent of our total sales. During the year ended December 31, 2018, two customers accounted for approximately 20 percent and 11 percent of our total sales. We do not believe that the loss of any of these customers would have a material adverse effect on us because alternative customers are readily available.

Seasonality

Demand for natural gas has historically been seasonal, with peak demand and typically higher prices occurring during the winter months.

Regulation of Oil and Natural Gas Exploration and Production

Exploration and production operations are subject to various types of regulation at the federal, state and local levels. This regulation includes requiring permits to drill wells, maintaining bonding requirements to drill or operate wells, and regulating the location of wells, the method of drilling and casing wells, the surface use and restoration of properties on which wells are drilled, and the plugging and abandoning of wells. Our operations are also subject to various conservation laws and regulations. These include the regulation of the size of drilling and spacing units or proration units, the density of wells that may be drilled in a given field and the unitization or pooling of oil and natural gas properties. Some states allow the forced pooling or integration of tracts to facilitate exploration while other states rely on voluntary pooling of lands and leases. In addition, state conservation laws establish maximum rates of production from oil and natural gas wells, generally prohibiting the venting or flaring of natural gas and imposing certain requirements regarding the ratability of production. The effect of these regulations is

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to limit the amounts of oil and natural gas we can produce from our wells, and to limit the number of wells or the locations where we can drill. Because these statutes, rules and regulations undergo constant review and often are amended, expanded and reinterpreted, we are unable to predict the future cost or impact of regulatory compliance. The regulatory burden on the oil and gas industry increases our cost of doing business and, consequently, affects our profitability. We do not believe, however, we are affected differently by these regulations than others in the industry.

Natural Gas Marketing, Gathering and Transportation

Federal legislation and regulatory controls have historically affected the price of the natural gas we produce and the manner in which our production is transported and marketed. Under the Natural Gas Act of 1938 (NGA), the Natural Gas Policy Act of 1978 (NGPA), and the regulations promulgated under those statutes, the Federal Energy Regulatory Commission (FERC) regulates the interstate sale for resale of natural gas and the transportation of natural gas in interstate commerce, although facilities used in the production or gathering of natural gas in interstate commerce are generally exempted from FERC jurisdiction. Effective beginning in January 1993, the Natural Gas Wellhead Decontrol Act deregulated natural gas prices for all “first sales” of natural gas, which definition covers all sales of our own production. In addition, as part of the broad industry restructuring initiatives described below, the FERC granted to all producers such as us a “blanket certificate of public convenience and necessity” authorizing the sale of natural gas for resale without further FERC approvals. As a result of this policy, all of our produced natural gas is sold at market prices, subject to the terms of any private contracts that may be in effect. In addition, under the provisions of the Energy Policy Act of 2005 (2005 Act), the NGA was amended to prohibit any forms of market manipulation in connection with the purchase or sale of natural gas. Pursuant to the 2005 Act, the FERC established regulations intended to increase natural gas pricing transparency by, among other things, requiring market participants to report their gas sales transactions annually to the FERC. The 2005 Act also significantly increased the penalties for violations of the NGA and NGPA and the FERC’s regulations thereunder up to $1.0 million per day per violation. This maximum penalty authority established by statute has been and will continue to be adjusted periodically for inflation. The current maximum penalty is over $1.3 million per day per violation. In 2010, the FERC issued Penalty Guidelines for the determination of civil penalties and procedure under its enforcement program.

Our production and gathering facilities are not subject to FERC jurisdiction; however, our natural gas sales prices nevertheless continue to be affected by intrastate and interstate gas transportation regulation because the cost of transporting the natural gas once sold to the consuming market is a factor in the prices we receive. Beginning with Order No. 436 in 1985 and continuing through Order No. 636 in 1992 and Order No. 637 in 2000, the FERC has adopted a series of rule makings that have significantly altered the transportation and marketing of natural gas. These changes were intended by the FERC to foster competition by, among other things, requiring interstate pipeline companies to separate their wholesale gas marketing business from their gas transportation business, and by increasing the transparency of pricing for pipeline services. The FERC has also established regulations governing the relationship of pipelines with their marketing affiliates, which essentially require that designated employees function independently of each other, and that certain information not be shared. The FERC has also implemented standards relating to the use of electronic data exchange by the pipelines to make transportation information available on a timely basis and to enable transactions to occur on a purely electronic basis.

In light of these statutory and regulatory changes, most pipelines have divested their natural gas sales functions to marketing affiliates, which operate separately from the transporter and in direct competition with all other merchants. Most pipelines have also implemented the large‑scale divestiture of their natural gas gathering facilities to affiliated or non-affiliated companies. Interstate pipelines are required to provide unbundled, open and nondiscriminatory transportation and transportation‑related services to producers, gas marketing companies, local distribution companies, industrial end users and other customers seeking such services. As a result of the FERC requiring natural gas pipeline companies to separate marketing and transportation services, sellers and buyers of natural gas have gained direct access to pipeline transportation services, and are better able to conduct business with a larger number of counterparties. We believe these changes generally have improved our access to markets while, at the same time, substantially increasing competition in the natural gas marketplace. We cannot predict what new or different regulations the FERC and other regulatory agencies may adopt, or what effect subsequent regulations may have on our activities. Similarly, we cannot predict what proposals, if any, that affect the oil and natural gas industry might actually be enacted by Congress or the various state legislatures and what effect, if any, such proposals might have on us. Further, we cannot predict whether the recent trend toward federal deregulation of the natural gas industry will continue or what effect future policies will have on our sale of gas.

Federal Regulation of Swap Transactions

We use derivative financial instruments such as collar, swap and basis swap agreements to attempt to more effectively manage price risk due to the impact of changes in commodity prices on our operating results and cash flows. Following enactment of the Dodd‑Frank Wall Street Reform and Consumer Protection Act (Dodd‑Frank Act) in July 2010, the Commodity Futures Trading Commission (CFTC) has promulgated regulations to implement statutory requirements for swap

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transactions, including certain options. The CFTC regulations are intended to implement a regulated market in which most swaps are executed on registered exchanges or swap execution facilities and cleared through central counterparties. In addition, all swap market participants are subject to new reporting and recordkeeping requirements related to their swap transactions. We believe that our use of swaps to hedge against commodity exposure qualifies us as an end‑user, exempting us from the requirement to centrally clear our swaps. Nevertheless, changes to the swap market as a result of Dodd‑Frank implementation could significantly increase the cost of entering into new swaps or maintaining existing swaps, materially alter the terms of new or existing swap transactions and/or reduce the availability of new or existing swaps. If we reduce our use of swaps as a result of the Dodd‑Frank Act and regulations, our results of operations may become more volatile and our cash flows may be less predictable.

Federal Regulation of Petroleum

Sales of crude oil and NGLs are not regulated and are made at market prices. However, the price received from the sale of these products is affected by the cost of transporting the products to market. Much of that transportation is through interstate common carrier pipelines, which are regulated by the FERC under the Interstate Commerce Act (ICA). FERC requires that pipelines regulated under the ICA file tariffs setting forth the rates and terms and conditions of service and that such service not be unduly discriminatory or preferential.

Effective January 1, 1995, the FERC implemented regulations generally grandfathering all previously approved interstate transportation rates and establishing an indexing system for those rates by which adjustments are made annually based on the rate of inflation, subject to certain conditions and limitations. These regulations may increase or decrease the cost of transporting crude oil and NGLs by interstate pipeline, although the annual adjustments may result in decreased rates in a given year. Every five years, the FERC must examine the relationship between the annual change in the applicable index and the actual cost changes experienced in the oil pipeline industry. In December 2015, to implement this required five‑year redetermination, the FERC established an upward adjustment in the index to track oil pipeline cost changes and determined that the Producer Price Index for Finished Goods plus 1.23 percent should be the oil pricing index for the five‑year period beginning July 1, 2016. The FERC recently concluded its five-year index review to establish the new adder for crude oil and liquids pipeline rates subject to indexing. The FERC issued an order on December 17, 2020 establishing an index level of Producer Price Index for Finished Goods plus 0.78 percent for the five-year period commencing July 1, 2021. The result of indexing is a “ceiling rate” for each rate, which is the maximum at which the pipeline may set its interstate transportation rates. A pipeline may also file cost‑of‑service based rates if rate indexing will be insufficient to allow the pipeline to recover its costs. Rates are subject to challenge by protest when they are filed or changed. For indexed rates, complaints alleging that the rates are unjust and unreasonable may only be pursued if the complainant can show that a substantial change has occurred since the enactment of Energy Policy Act of 1992 in either the economic circumstances of the pipeline or in the nature of the services provided that were a basis for the rate. There is no such limitation on complaints alleging that the pipeline’s rates or terms and conditions of service are unduly discriminatory or preferential. We are unable to predict with certainty the effect upon us of these periodic reviews by the FERC of the pipeline index, or any potential future challenges to pipelines' rates.

Environmental and Safety Regulations

General. Our operations are subject to extensive federal, state and local laws and regulations relating to the generation, storage, handling, emission, transportation and discharge of materials into the environment and to safety matters. Permits are required for the operation of our various facilities. These permits can be revoked, modified or renewed by issuing authorities. Governmental authorities enforce compliance with their regulations through fines, injunctions or both. Government regulations can increase the cost of planning, designing, installing and operating, and can affect the timing of installing and operating, oil and natural gas facilities. Although we believe that compliance with environmental regulations will not have a material adverse effect on us, risks of substantial costs and liabilities related to environmental compliance issues are part of oil and natural gas production operations. No assurance can be given that significant costs and liabilities will not be incurred. Also, it is possible that other developments, such as stricter environmental laws and regulations, and claims for damages to property or persons resulting from oil and natural gas production could result in substantial costs and liabilities to us.

U.S. laws and regulations applicable to our operations include those controlling the discharge of materials into the environment, requiring removal and cleanup of materials that may harm the environment, those regulating the emission of air contaminants and laws and regulations otherwise relating to the protection of the environment, or to occupational health and safety.

Solid and Hazardous Waste. We currently own or lease, and have in the past owned or leased, numerous properties that were used for the production of oil and natural gas for many years. Although operating and disposal practices that were standard in the industry at the time may have been utilized, it is possible that hydrocarbons or other wastes may have been disposed of or released on or under the properties currently owned or leased by us. State and federal laws applicable to oil and

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gas wastes and properties have become stricter over time. Under these increasingly stringent requirements, we could be required to remove or remediate previously disposed wastes (including wastes disposed or released by prior owners and operators) or clean up property contamination (including groundwater contamination by prior owners or operators) or to perform plugging operations to prevent future contamination.

We generate some hazardous wastes that are subject to the Federal Resource Conservation and Recovery Act (RCRA) and comparable state statutes, as well as wastes that are exempt from such regulation. The Environmental Protection Agency (EPA) has limited the disposal options for certain hazardous wastes. It is possible that certain wastes currently exempt from treatment as hazardous wastes may in the future be designated as hazardous wastes under RCRA or other applicable statutes. For example, in December 2016, the EPA and environmental groups entered into a consent decree to address the EPA’s alleged failure to timely assess the need to regulate exploration and production related oil and gas wastes exempt from regulation as hazardous wastes under RCRA under Subtitle D applicable to non-hazardous solid waste. The consent decree required the EPA to propose a rulemaking by March 2019 for revision of certain Subtitle D criteria regulations pertaining to oil and gas wastes or to sign a determination that revision of the regulations is not necessary. In April 2019, the EPA issued its determination that based on its review, including consideration of state regulatory programs, it was not necessary at the time to revise Subtitle D regulations to address the management of oil and gas wastes. In the future, we could be subject to more rigorous and costly disposal requirements than we encounter today.

Superfund. The Comprehensive Environmental Response, Compensation, and Liability Act (CERCLA), also known as the “Superfund” law, and comparable state laws and regulations impose liability, without regard to fault or the legality of the original conduct, on certain persons with respect to the release of hazardous substances into the environment. These persons include the current and past owners and operators of a site where the release occurred and any party that treated or disposed of or arranged for the treatment or disposal of hazardous substances found at a site. Under CERCLA, such persons may be subject to joint and several strict liability for the costs of cleaning up the hazardous substances that have been released into the environment, for damages to natural resources and for the costs of certain health studies. CERCLA also authorizes the EPA, and in some cases, private parties, to undertake actions to clean up such hazardous substances, or to recover the costs of such actions from the responsible parties. In addition, it is not uncommon for neighboring landowners and other third parties to file claims for personal injury and property damage allegedly caused by the hazardous substances released into the environment. In the course of business, we have used materials and generated wastes and will continue to use materials and generate wastes that may fall within CERCLA’s definition of hazardous substances. We may also be an owner or operator of sites on which hazardous substances have been released. As a result, we may be responsible under CERCLA for all or part of the costs to clean up sites where such substances have been released.

Oil Pollution Act. The Federal Oil Pollution Act of 1990 (OPA) and resulting regulations impose a variety of obligations on responsible parties related to the prevention of oil spills and liability for damages resulting from such spills in waters of the United States. The term “waters of the United States” has been broadly defined to include inland water bodies, including wetlands and intermittent streams. The OPA assigns joint and several strict liability to each responsible party for oil removal costs and a variety of public and private damages. The OPA also imposes ongoing requirements on operators, including the preparation of oil spill response plans and proof of financial responsibility to cover environmental cleanup and restoration costs that could be incurred in connection with an oil spill. We believe that we substantially comply with the Oil Pollution Act and related federal regulations.

Endangered Species Act. The Endangered Species Act (ESA) restricts activities that may affect endangered or threatened species or their habitats. While some of our operations may be located in areas that are designated as habitats for endangered or threatened species, we believe that we are in substantial compliance with the ESA, nor are we aware of any proposed listings that will affect our operations. However, the designation of previously unidentified endangered or threatened species could cause us to incur additional costs or become subject to operating restrictions or bans in the affected areas.

Clean Water Act. The Federal Water Pollution Control Act (Clean Water Act) and implementing regulations, which are primarily executed through a system of permits, also govern the discharge of certain contaminants into waters of the United States. Sanctions for failure to comply strictly with the Clean Water Act are generally resolved by payment of fines and correction of any identified deficiencies. However, regulatory agencies could require us to cease construction or operation of certain facilities or to cease hauling wastewaters to facilities owned by others that are the source of water discharges. We believe that we substantially comply with the Clean Water Act and related federal and state regulations.

Clean Air Act. Our operations are subject to the Federal Clean Air Act and comparable local and state laws and regulations to control emissions from sources of air pollution. Federal and state laws require new and modified sources of air pollutants to obtain permits prior to commencing construction. Major sources of air pollutants are subject to more stringent, federally imposed requirements including additional permits. Federal and state laws designed to control toxic air pollutants and greenhouse gases might require installation of additional controls. Payment of fines and correction of any identified deficiencies

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generally resolve penalties for failure to comply strictly with air regulations or permits. Regulatory agencies could also require us to cease construction or operation of certain facilities or to install additional controls on certain facilities that are air emission sources. We believe that we substantially comply with applicable emission standards under local, state, and federal laws and regulations.

Some of our producing wells and associated facilities are subject to restrictive air emission limitations and permitting requirements. Two examples are the EPA’s source aggregation rule and the EPA’s New Source Performance Standards (NSPS) and National Emission Standards for Hazardous Air Pollutants (NESHAP). In June 2016, the EPA published a final rule concerning aggregation of sources that affects source determinations for air permitting in the oil and gas industry, and, as a result, aggregating our oil and gas facilities for permitting could result in more complex, costly, and time-consuming air permitting. Particularly with respect to obtaining pre-construction permits, the final aggregation rule could add costs and cause delays in operations.

In 2012, the EPA published final NSPS and NESHAP that amended the existing NSPS and NESHAP for the oil and natural gas sector. In June 2016, the EPA published a final rule that updated and expanded the NSPS by setting additional emissions limits for volatile organic compounds and regulating methane emissions for new and modified sources in the oil and gas industry. In June 2017, the EPA proposed a two year stay of certain requirements contained in the June 2016 rule and, in November 2017, issued a notice of data availability in support of the stay proposal and provided a 30-day comment period on the information provided. In March 2018, the EPA published a final rule that amended two narrow provisions of the NSPS, removing the requirement for completion of delayed repair during emergency or unscheduled vent blowdowns. In September 2020, the EPA published a final rule amending the 2012 and 2016 NSPS for the oil and natural gas sector that removed transmission and storage sources from the oil and natural gas industry source category and rescinded the methane requirements applicable to the production and processing sources. The same day as the publication of the September 2020 rule, 20 states and three municipalities filed a petition for review of the EPA’s final rule in the D.C. Circuit Court of Appeals. In October 2020, the D.C. Circuit Court of Appeals denied emergency motions for a stay of the oil and natural gas sector NSPS amendments from taking effect pending review. The original petitioners have been joined by a number of environmental groups in challenging the September 2020 rule. For additional information, please read “Risk Factors—Legal, Regulatory and Governmental Risks— Federal and state legislation, judicial actions and regulatory initiatives related to oil and gas development and the use of hydraulic fracturing could result in increased costs and operating restrictions or delays and adversely affect our business, financial condition, results of operations and cash flows” in Item 1A.

In October 2015, the EPA adopted a lower national ambient air quality standard for ozone. The revised standard resulted in additional areas being designated as ozone non-attainment, which could lead to requirements for additional emissions control equipment and the imposition of more stringent permit requirements on facilities in those areas. The EPA completed its final area designations under the new ozone standard in July 2018. If we are unable to comply with air pollution regulations or to obtain permits for emissions associated with our operations, we could be required to forego construction, modification or certain operations. These regulations may also increase compliance costs for some facilities we own or operate, and result in administrative, civil and/or criminal penalties for noncompliance. Obtaining permits may delay the development of our oil and natural gas projects, including the construction and operation of facilities.

Safe Drinking Water Act. The Safe Drinking Water Act (SDWA) and comparable local and state provisions restrict the disposal, treatment or release of water produced or used during oil and gas development. Subsurface emplacement of fluids (including disposal wells or enhanced oil recovery) is governed by federal or state regulatory authorities that, in some cases, includes the state oil and gas regulatory authority or the state’s environmental authority. These regulations may increase the costs of compliance for some facilities.

Hydraulic Fracturing. Many of our exploration and production operations depend on the use of hydraulic fracturing to enhance production from oil and natural gas wells. This technology involves the injection of fluids, usually consisting mostly of water but typically including small amounts of several chemical additives, as well as sand into a well under high pressure in order to create fractures in the formation that allow oil or natural gas to flow more freely to the wellbore. Most of our wells would not be economical without the use of hydraulic fracturing to stimulate production from the well. Due to concerns raised relating to potential impacts of hydraulic fracturing on groundwater quality, legislative and regulatory efforts at the federal, state and local levels have been initiated to render permitting and compliance requirements more stringent for hydraulic fracturing or prohibit the activity altogether. Increased regulation and attention given to the hydraulic fracturing process could lead to greater opposition to oil and natural gas production activities using hydraulic fracturing techniques which could have an adverse effect on oil and natural gas production activities, including operational delays or increased operating costs in the production of oil and natural gas from the developing shale plays, or could make it more difficult to perform hydraulic fracturing. The adoption of federal, state or local laws or the implementation of regulations regarding hydraulic fracturing could potentially cause a decrease in the completion of new oil and natural gas wells and increased compliance costs, which could increase costs of our operations and cause considerable delays in acquiring regulatory approvals to drill and complete wells. In

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addition, if existing laws and regulations with regard to hydraulic fracturing are revised or reinterpreted or if new laws and regulations become applicable to our operations through judicial or administrative actions, our business, financial condition, results of operations and cash flows could be adversely affected. For additional information about hydraulic fracturing and related environmental matters, please read “Risk Factors—Legal, Regulatory and Governmental Risks—Federal and state legislation, judicial actions and regulatory initiatives related to oil and gas development and the use of hydraulic fracturing could result in increased costs and operating restrictions or delays and adversely affect our business, financial condition, results of operations and cash flows” in Item 1A.

Greenhouse Gas. In response to studies suggesting that emissions of carbon dioxide and certain other gases may be contributing to global climate change, the United States Congress has considered, but not enacted, legislation to reduce emissions of greenhouse gases from sources within the United States between 2012 and 2050. In addition, many states have already taken legal measures to reduce emissions of greenhouse gases, primarily through the planned development of greenhouse gas emission inventories and/or regional greenhouse gas cap and trade programs. The EPA has also begun to regulate carbon dioxide and other greenhouse gas emissions under existing provisions of the Clean Air Act. This includes potential regulation of methane emissions from new and modified sources in the oil and gas sector. If we are unable to recover or pass through a significant portion of our costs related to complying with current and future regulations relating to climate change and GHGs, it could materially affect our operations and financial condition. To the extent financial markets view climate change and GHG emissions as a financial risk, this could negatively impact our cost of, and access to, capital. Future legislation or regulations adopted to address climate change could also make our products more or less desirable than competing sources of energy. Please read “Risk Factors—Legal, Regulatory and Governmental Risks—Climate change and climate change legislative and regulatory initiatives could result in increased operating costs and decreased demand for the oil and natural gas that we produce” in Item 1A.

OSHA and Other Laws and Regulations. We are subject to the requirements of the federal Occupational Safety and Health Act (OSHA), and comparable state laws. The OSHA hazard communication standard, the EPA community right‑to‑know regulations under the Title III of CERCLA and similar state laws require that we organize and/or disclose information about hazardous materials used or produced in our operations. Also, pursuant to OSHA, the Occupational Safety and Health Administration has established a variety of standards related to workplace exposure to hazardous substances and employee health and safety.

Human Capital Resources

We believe that our ability to attract, retain and develop the highest quality personnel is an important component of our success. We believe our employee levels are appropriate and that we have the human capital to operate our business and carry out our strategy as determined by management and our Board of Directors. As of December 31, 2020, we had 503 employees, 274 of whom were associated with our upstream operations, of which 92 were located at our corporate headquarters in Houston, Texas, 88 were located at our regional office in Pittsburgh, Pennsylvania, and 94 were located in our field operations in Susquehanna County, Pennsylvania. Of these 274 upstream employees, 214 were salaried and 60 were hourly. In addition to our upstream employees, we had 229 employees that are employed by our wholly owned subsidiary, GasSearch Drilling Services Corporation (GDS), which is a service company engaged in water hauling and site preparation exclusively for our field operations. Of these 229 GDS employees, 13 were salaried and 216 were hourly. We believe that our relations with our employees are favorable. None of our employees is represented by a collective bargaining agreement.

In managing our human capital resources, we seek to:

•Attract and retain a highly qualified and motivated workforce, maintaining a conservative headcount to minimize workforce fluctuations, promote job security and provide employees opportunities for learning and development;

•Offer a competitive compensation and benefits package; and

•Promote a safe and healthy workplace.

We believe these practices, further described below, are the key drivers in our very low voluntary turnover rates, which averaged less than five percent over the five-year period ended December 31, 2020.

Recruiting Hiring and Advancement. Due to the cyclical nature of our business and the fluctuations in activity that can occur, we take a conservative approach to managing our headcount, carefully evaluating whether a new hire is necessary for an open position or whether we can fill the position by expanding the role of a current employee or several employees. In this way, we provide employees with opportunities to learn new roles and develop their skills horizontally and vertically and minimize layoffs and fluctuations when downturns occur. When a position cannot be filled by expanding the role of a current employee or several employees, we first consider opportunities to promote current employees before going to outside sources for a new

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hire, when possible. We believe this practice helps to reduce voluntary turnover among our workforce by providing employees with variety and new challenges throughout their career.

We identify qualified candidates by promoting the position internally, engaging in recruiting through our website and online platforms, conducting campus outreach, filling internships and attending job fairs. In our recruiting and hiring efforts, we seek to foster a culture of mutual respect and strictly comply with all applicable federal, state and local laws governing nondiscrimination in employment. We treat all applicants with the same high level of respect regardless of their gender, ethnicity, religion, national origin, age, marital status, political affiliation, sexual orientation, gender identity, disability or protected veteran status. This philosophy extends to all employees throughout the lifecycle of employment, including recruiting, hiring, placement, promotion, evaluation, leaves of absence, compensation and training.

Compensation and Benefits. Our focus on providing competitive total compensation and benefits to our employees is a core value of ours and a key driver of our retention program. We design our compensation programs to provide compensation that is competitive with our industry peers and rewards superior performance and, for managers and executives, aligns compensation with our performance and incentivizes the achievement of superior operating results. We do this through a total rewards program that provides:

•Base wages that are competitive for the position and considered for increases annually based on the job market, industry outlook, business performance and merit, which is communicated through our annual performance review process

•Incentives that reward individual and company performance, such as discretionary bonuses, field and safety performance bonuses, and short-term and long-term incentive programs

•Retirement benefits, including dollar-for-dollar matching contributions to a tax-qualified defined contribution savings plan for all employees, and a separate retirement contribution of 10 percent of salary and bonus for parent-company employees

•Comprehensive health and welfare benefits including medical insurance, prescription drug benefits, dental insurance, vision insurance, life insurance, accident insurance, short and long-term disability benefits, employee assistance program and health savings accounts

•Tuition reimbursement for eligible employees, scholarship program and matching charitable contributions program

•Time off, sick time and holiday time

We believe that our compensation and benefits package is a strong retention tool and promotes personal health and financial security within our workforce.

Health and Safety. The health and safety of our employees is one of our core values for sustainable operations. This value is reflected in our strong safety culture that emphasizes personal responsibility and safety leadership, both for our employees and our contractors that are on our worksites. Our comprehensive environmental, health and safety (EHS) management system establishes a corporate governance framework for EHS compliance and performance and covers all elements of our operating lifecycle. These practices and the commitment of our management and our employees to our culture of safety have resulted in only two OSHA recordable incidents in 1,528,252 work hours over the three-year period from 2018 through 2020, for an average Total Recordable Incident Rate of 0.26 over that three-year period.

Our EHS management system provided the framework to implement immediate and comprehensive safety protocols in response to the COVID-19 pandemic that struck suddenly in the first quarter of 2020. All of our employees are designated “critical infrastructure workers” under the Cybersecurity & Infrastructure Security Agency guidelines, and as a result, our field operations continued throughout 2020. The actions taken to prevent the spread of infection on our worksites and promote the health and safety of our workforce include:

•Closing our offices and implementing “work from home” for all non-field based employees

•Implementing and providing training on a COVID-19 Safety Policy containing personal safety protocols, such as face coverings, social distancing requirements and personal hygiene measures

•Providing additional personal protective equipment

•Implementing rigorous COVID-19 self-assessment, contact tracing and quarantining protocols

•Increasing cleaning protocols at all locations

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•Prohibiting all foreign and domestic business travel

•Providing additional paid leave to employees with actual or presumed COVID-19 cases

Due to these measures, all of our operations continued safely and uninterrupted during the pandemic in 2020. We also implemented appreciation award programs for many of our employees who continued to work onsite during the pandemic.

Website Access to Company Reports

We make available free of charge through our website, www.cabotog.com, our annual reports on Form 10‑K, quarterly reports on Form 10‑Q, current reports on Form 8‑K, and all amendments to those reports as soon as reasonably practicable after such material is electronically filed with or furnished to the Securities and Exchange Commission (SEC). Information on our website is not a part of this report. In addition, the SEC maintains an Internet site at www.sec.gov that contains reports, proxy and information statements and other information filed by us.

Corporate Governance Matters

Our Corporate Governance Guidelines, Corporate Bylaws, Audit Committee Charter, Compensation Committee Charter, Governance and Social Responsibility Committee Charter, Code of Business Conduct and Environment, Health & Safety Committee Charter are available on our website at www.cabotog.com, under the “Governance” section of “About Cabot.” Requests can also be made in writing to Investor Relations at our corporate headquarters at Three Memorial City Plaza, 840 Gessner Road, Suite 1400, Houston, Texas 77024.

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ITEM 1A.    RISK FACTORS

Business and Operational Risks

Commodity prices fluctuate widely, and low prices for an extended period would likely have a material adverse impact on our business.

Our revenues, operating results, financial condition and ability to borrow funds or obtain additional capital depend substantially on prices we receive for the natural gas that we sell. Lower commodity prices may reduce the amount of natural gas that we can produce economically. Historically, commodity prices have been volatile, with prices fluctuating widely, and they are likely to continue to be volatile. Because substantially all of our reserves are natural gas, changes in natural gas prices have a more significant impact on our financial results. Any substantial or extended decline in future commodity prices would have, a material adverse effect on our future business, financial condition, results of operations, cash flows, liquidity or ability to finance planned capital expenditures and commitments. Furthermore, substantial, extended decreases in commodity prices may cause us to delay or postpone a significant portion of our exploration, development and exploitation projects or may render such projects uneconomic, which may result in significant downward adjustments to our estimated proved reserves and could negatively impact our ability to borrow and cost of capital and our ability to access capital markets, increase our costs under our revolving credit facility, and limit our ability to execute aspects of our business plans. Refer to "Future commodity price declines may result in write-downs of the carrying amount of our oil and gas properties, which could materially and adversely affect our results of operations."

Wide fluctuations in commodity prices may result from relatively minor changes in the supply of and demand for natural gas and oil, market uncertainty and a variety of additional factors that are beyond our control. These factors include but are not limited to the following:

•the levels and location of natural gas and oil supply and demand and expectations regarding supply and demand, including the potential long-term impact of an abundance of natural gas from shale (such as that produced from our Marcellus Shale properties) on the global natural gas supply;

•the level of consumer demand for natural gas and oil, which has been significantly impacted by the COVID-19 pandemic;

•weather conditions and seasonal trends;

•political, economic or health conditions in natural gas and oil producing regions, including the Middle East, Africa, South America and the United States, including for example, the impacts of local or international pandemics and disasters or events such as the global COVID-19 pandemic;

•the ability and willingness of the members of OPEC+ to agree to and maintain oil price and production controls;

•the price level and quantities of foreign imports;

•actions of governmental authorities;

•the availability, proximity and capacity of gathering, transportation, processing and/or refining facilities in regional or localized areas that may affect the realized price for natural gas and oil;

•inventory storage levels and the cost and availability of storage and transportation of natural gas and oil;

•the nature and extent of domestic and foreign governmental regulations and taxation, including environmental and climate change regulation;

•the price, availability and acceptance of alternative fuels;

•technological advances affecting energy consumption;

•speculation by investors in oil and natural gas;

•variations between product prices at sales points and applicable index prices; and

•overall economic conditions, including the value of the U.S. dollar relative to other major currencies.

These factors and the volatile nature of the energy markets make it impossible to predict the future commodity prices. If commodity prices remain low or continue to decline significantly for a sustained period of time, the lower prices may cause us

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to reduce our planned drilling program or adversely affect our ability to make planned expenditures, raise additional capital or meet our financial obligations.

Drilling natural gas and oil wells is a high-risk activity.

Our growth is materially dependent upon the success of our drilling program. Drilling for natural gas and oil involves numerous risks, including the risk that no commercially productive reservoirs will be encountered. The cost of drilling, completing and operating wells is substantial and uncertain, and drilling operations may be curtailed, delayed or canceled as a result of a variety of factors beyond our control, including:

•decreases in commodity prices;

•unexpected drilling conditions, pressure or irregularities in formations;

•equipment failures or accidents;

•adverse weather conditions;

•surface access restrictions;

•loss of title or other title related issues;

•lack of available gathering or processing facilities or delays in the construction thereof;

•compliance with, or changes in, governmental requirements and regulation, including with respect to wastewater disposal, discharge of greenhouse gases and fracturing; and

•costs of shortages or delays in the availability of drilling rigs or crews and the delivery of equipment and materials.

Our future drilling activities may not be successful and, if unsuccessful, such failure will have an adverse effect on our future results of operations and financial condition. Our overall drilling success rate or our drilling success rate within a particular geographic area may decline. We may be unable to lease or drill identified or budgeted prospects within our expected time frame, or at all. We may be unable to lease or drill a particular prospect because, in some cases, we identify a prospect or drilling location before seeking an option or lease rights in the prospect or location. Similarly, our drilling schedule may vary from our capital budget. The final determination with respect to the drilling of any scheduled or budgeted wells will be dependent on a number of factors, including:

•the results of exploration efforts and the acquisition, review and analysis of seismic data;

•the availability of sufficient capital resources to us and the other participants for the drilling of the prospects;

•the approval of the prospects by other participants after additional data has been compiled;

•economic and industry conditions at the time of drilling, including prevailing and anticipated prices for natural gas and oil and the availability of drilling rigs and crews;

•our financial resources and results; and

•the availability of leases and permits on reasonable terms for the prospects and any delays in obtaining such permits.

These projects may not be successfully developed and the wells, if drilled, may not encounter reservoirs of commercially productive natural gas or oil.

Our proved reserves are estimates. Any material inaccuracies in our reserve estimates or underlying assumptions could cause the quantities and net present value of our reserves to be overstated or understated.

Reserve engineering is a subjective process of estimating underground accumulations of natural gas and oil that cannot be measured in an exact manner. The process of estimating quantities of proved reserves is complex and inherently imprecise, and the reserve data included in this document are only estimates. The process relies on interpretations of available geologic, geophysical, engineering and production data. The extent, quality and reliability of this technical data can vary. The process also requires certain economic assumptions, some of which are mandated by the SEC, such as commodity prices. Additional assumptions include drilling and operating expenses, capital expenditures, taxes and availability of funds. Furthermore, different reserve engineers may make different estimates of reserves and cash flows based on the same data.

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Results of drilling, testing and production subsequent to the date of an estimate may justify revising the original estimate. Accordingly, initial reserve estimates often vary from the quantities of natural gas and oil that are ultimately recovered, and such variances may be material. Any significant variance could reduce the estimated quantities and present value of our reserves.

As of December 31, 2020, approximately 37 percent of our estimated proved reserves (by volume) were undeveloped. These reserve estimates reflect our plans to make capital expenditures for estimated future development costs of $1.4 billion to convert our PUD reserves into proved developed reserves. The estimated future development costs associated with our PUD reserves may not equal our actual costs, development may not occur as scheduled and results may not be as estimated. If we choose not to develop our PUD reserves, or if we are not otherwise able to successfully develop them, we will be required to remove them from our reported proved reserves. In addition, under the SEC’s reserve reporting rules, because PUD reserves generally may be booked only if they relate to wells scheduled to be drilled within five years of the date of booking, we may be required to remove any PUD reserves that are not developed within this five-year time frame.

You should not assume that the present value of future net cash flows from our proved reserves is the current market value of our estimated reserves. In accordance with SEC requirements, we base the estimated discounted future net cash flows from our proved reserves on the 12-month average index price for the respective commodity, calculated as the unweighted arithmetic average for the first day of the month price for each month and costs in effect on the date of the estimate, holding the prices and costs constant throughout the life of the properties. Actual future prices and costs may differ materially from those used in the net present value estimate, and future net present value estimates using then current prices and costs may be significantly less than the current estimate. In addition, the 10 percent discount factor we use when calculating discounted future net cash flows for reporting requirements in compliance with the applicable accounting standards may not be the most appropriate discount factor based on interest rates in effect from time to time and risks associated with us or the oil and gas industry in general.

Future commodity price declines may result in write-downs of the carrying amount of our oil and gas properties, which could materially and adversely affect our results of operations.

The value of our oil and gas properties depends on commodity prices. Declines in these prices as well as increases in development costs, changes in well performance, delays in asset development or deterioration of drilling results may result in our having to make material downward adjustments to our estimated proved reserves, and could result in an impairment charge and a corresponding write-down of the carrying amount of our oil and natural gas properties. Because substantially all of our reserves are natural gas, changes in natural gas prices have a more significant impact on our financial results.

We evaluate our oil and gas properties for impairment on a field-by-field basis whenever events or changes in circumstances indicate a property's carrying amount may not be recoverable. We compare expected undiscounted future cash flows to the net book value of the asset. If the future undiscounted expected cash flows, based on our estimate of future commodity prices, operating costs and anticipated production from proved reserves and risk-adjusted probable and possible reserves, are lower than the net book value of the asset, the capitalized cost is reduced to fair value. Commodity pricing is estimated by using a combination of assumptions management uses in its budgeting and forecasting process as well as historical and current prices adjusted for geographical location and quality differentials, as well as other factors that management believes will impact realizable prices. In the event that commodity prices decline, there could be a significant revision in the future.

Our producing properties are geographically concentrated in the Marcellus Shale in northeast Pennsylvania, making us vulnerable to risks associated with operating in one major geographic area.

Our producing properties are geographically concentrated in the Marcellus Shale in northeast Pennsylvania. At December 31, 2020, substantially all of our proved developed reserves and equivalent production were attributable to our properties located in the Marcellus Shale. As a result of this concentration, we may be disproportionately exposed to the impact of regional supply and demand factors, state and local political forces and governmental regulation, processing or transportation capacity constraints, market limitations, severe weather events, water shortages or other conditions or interruption of the processing or transportation of oil, natural gas or NGLs in the region.

Our future performance depends on our ability to find or acquire additional natural gas and oil reserves that are economically recoverable.

In general, the production rate of oil and gas properties declines as reserves are depleted, with the rate of decline depending on reservoir characteristics. Unless we successfully replace the reserves that we produce, our reserves will decline, eventually resulting in a decrease in natural gas production and lower revenues and cash flow from operations. Our future production is, therefore, highly dependent on our level of success in finding or acquiring additional reserves. We may not be able to replace reserves through our exploration, development and exploitation activities or by acquiring properties at acceptable costs. Low commodity prices may further limit the kinds of reserves that we can develop and produce economically.

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Our reserve report estimates that production from our proved developed reserves as of December 31, 2020 will decrease at a rate of 10 percent, 25 percent, 17 percent and 13 percent during 2021, 2022, 2023 and 2024, respectively. Future development of proved undeveloped and other reserves currently not classified as proved developed producing will impact these rates of decline. Because of higher initial decline rates from newly developed reserves, we consider this pattern to be fairly typical.

Exploration, development and exploitation activities involve numerous risks that may result in, among other things, dry holes, the failure to produce natural gas and oil in commercial quantities and the inability to fully produce discovered reserves.

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

Our future growth prospects are dependent upon our ability to identify optimal strategies for our business. In developing our business plan, we considered allocating capital and other resources to various aspects of our businesses including well-development (primarily drilling), reserve acquisitions, exploratory activity, corporate items and other alternatives. We also considered our likely sources of capital. Notwithstanding the determinations made in the development of our 2021 plan, business opportunities not previously identified periodically come to our attention, including possible acquisitions and dispositions. If we fail to identify optimal business strategies, or fail to optimize our capital investment and capital raising opportunities and the use of our other resources in furtherance of our business strategies, our financial condition and growth rate may be adversely affected. Moreover, economic or other circumstances may change from those contemplated by our 2021 plan, and our failure to recognize or respond to those changes may limit our ability to achieve our objectives.

Our ability to sell our natural gas production and/or the prices we receive for our production could be materially harmed if we fail to obtain adequate services such as transportation and processing.

The sale of our natural gas production depends on a number of factors beyond our control, including the availability and capacity of transportation and processing facilities. We deliver our natural gas production primarily through gathering systems and pipelines that we do not own. The lack of available capacity on these systems and facilities could reduce the price offered for our production or result in the shut-in of producing wells or the delay or discontinuance of development plans for properties. Third-party systems and facilities may be unavailable due to market conditions or mechanical or other reasons. In addition, at current commodity prices, construction of new pipelines and building of such infrastructure may be slower to build out. To the extent these services are unavailable, we would be unable to realize revenue from wells served by such facilities until suitable arrangements are made to market our production. Our failure to obtain these services on acceptable terms could materially harm our business.

For example, the Marcellus Shale wells we have drilled to date have generally reported very high initial production rates. The amount of natural gas being produced in the area from these new wells, as well as natural gas produced from other existing wells, may exceed the capacity of the various gathering and intrastate or interstate transportation pipelines currently available. In such an event, this could result in wells being shut in or awaiting a pipeline connection or capacity and/or natural gas being sold at much lower prices than those quoted on NYMEX or than we currently project, which would adversely affect our results of operations and cash flows.

Acquired properties may not be worth what we pay due to uncertainties in evaluating recoverable reserves and other expected benefits, as well as potential liabilities.

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

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

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The integration of the businesses and properties we may acquire could be difficult, and may divert management's attention away from our existing operations.

The integration of the businesses and properties we may acquire could be difficult, and may divert management's attention and financial resources away from our existing operations. These difficulties include:

•the challenge of integrating the acquired businesses and properties while carrying on the ongoing operations of our business;

•the inability to retain key employees of the acquired business;

•potential lack of operating experience in a geographic market of the acquired properties; and

•the possibility of faulty assumptions underlying our expectations.

The process of integrating our operations could cause an interruption of, or loss of momentum in, the activities of our business. Members of our management may be required to devote considerable amounts of time to this integration process, which will decrease the time they will have to manage our existing business. If management is not able to effectively manage the integration process, or if any significant business activities are interrupted as a result of the integration process, our business could suffer.

We face a variety of hazards and risks that could cause substantial financial losses.

Our business involves a variety of operating risks, including:

•well site blowouts, cratering and explosions;

•equipment failures;

•pipe or cement failures and casing collapses, which can release natural gas, oil, drilling fluids or hydraulic fracturing fluids;

•uncontrolled flows of natural gas, oil or well fluids;

•pipeline ruptures;

•fires;

•formations with abnormal pressures;

•handling and disposal of materials, including drilling fluids and hydraulic fracturing fluids;

•release of toxic gas;

•buildup of naturally occurring radioactive materials;

•pollution and other environmental risks, including conditions caused by previous owners or operators of our properties; and

•natural disasters.

Any of these events could result in injury or loss of human life, loss of hydrocarbons, significant damage to or destruction of property, environmental pollution, natural resource damages, regulatory investigations and penalties, suspension or impairment of our operations and substantial losses to us.

Our utilization of natural gas gathering and pipeline systems also involves various risks, including the risk of explosions and environmental hazards caused by pipeline leaks and ruptures. The location of pipelines near populated areas, including residential areas, commercial business centers and industrial sites, could increase these risks.

We may not be insured against all of the operating risks to which we are exposed.

We maintain insurance against some, but not all, operating risks and losses. We do not carry business interruption insurance. In addition, pollution and environmental risks generally are not fully insurable. The occurrence of an event not fully covered by insurance could have a material adverse effect on our financial position, results of operations and cash flows.

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We have limited control over the activities on properties we do not operate.

Other companies operate some of the properties in which we have an interest. As of December 31, 2020, non-operated wells represented approximately nine percent of our total owned gross wells, or less than one percent of our owned net wells. We have limited ability to influence or control the operation or future development of these non-operated properties, including compliance with environmental, safety and other regulations, or the amount of capital expenditures that we are required to fund with respect to them. The failure of an operator of our wells to adequately perform operations, an operator's breach of the applicable agreements or an operator's failure to act in ways that are in our best interest could reduce our production and revenues. Our dependence on the operator and other working interest owners for these projects and our limited ability to influence or control the operation and future development of these properties could materially adversely affect the realization of our targeted returns on capital in drilling or acquisition activities and lead to unexpected future costs.

Competition in our industry is intense, and many of our competitors have substantially greater financial and technological resources than we do, which could adversely affect our competitive position.

Competition in the natural gas and oil industry is intense. Major and independent natural gas and oil companies actively bid for desirable natural gas and oil properties, as well as for the capital, equipment and labor required to operate and develop these properties. Our competitive position is affected by price, contract terms and quality of service, including pipeline connection times, distribution efficiencies and reliable delivery record. Many of our competitors have financial and technological resources and exploration and development budgets that are substantially greater than ours. These companies may be able to pay more for exploratory projects and productive natural gas and oil properties and may be able to define, evaluate, bid for and purchase a greater number of properties and prospects than our financial or human resources permit. In addition, these companies may be able to expend greater resources on the existing and changing technologies that we believe will be increasingly important to attaining success in the industry. These companies may also have a greater ability to continue drilling activities during periods of low natural gas and oil prices and to absorb the burden of current and future governmental regulations and taxation.

Further, driven in part by reduced commodity prices related to the global COVID-19 pandemic, certain of our competitors may engage in bankruptcy proceedings, debt refinancing transactions, management changes, or other strategic initiatives in an attempt to reduce operating costs to maintain a position in the market. This could result in such competitors emerging with stronger or healthier balance sheets and in turn an improved ability to compete with us in the future. We may also see corporate consolidations among our competitors, which could significantly alter industry conditions and competition within the industry.

The loss of key personnel could adversely affect our ability to operate.

Our operations are dependent upon a relatively small group of key management and technical personnel, and one or more of these individuals could leave our employment. The unexpected loss of the services of one or more of these individuals could have a detrimental effect on us. In addition, our drilling success and the success of other activities integral to our operations will depend, in part, on our ability to attract and retain experienced geologists, engineers and other professionals. Competition for experienced geologists, engineers and some other professionals is extremely intense and can be exacerbated following a downturn in which talented professionals leave the industry. If we cannot retain our technical personnel or attract additional experienced technical personnel, our ability to compete could be harmed.

Risks Related to our Indebtedness and Hedging Activities

We have substantial capital requirements, and we may not be able to obtain needed financing on satisfactory terms, if at all.

We make and expect to make substantial capital expenditures in connection with our development and production projects. We rely upon access to both our revolving credit facility and longer-term capital markets as sources of liquidity for any capital requirements not satisfied by cash flow from operations or other sources. Future challenges in the global financial system, including the capital markets, may adversely affect our business and our financial condition. Our ability to access the capital markets may be restricted at a time when we desire, or need, to raise capital, which could have an impact on our flexibility to react to changing economic and business conditions. Adverse economic and market conditions could adversely affect the collectability of our trade receivables and cause our commodity hedging counterparties to be unable to perform their obligations or to seek bankruptcy protection. In addition, there have been efforts in recent years aimed at the investment community, including investment advisors, sovereign wealth funds, public pension funds, universities and other groups, promoting the divestment of fossil fuel equities as well as to pressure lenders and other financial services companies to limit or curtail activities with companies engaged in the extraction of fossil fuel reserves, which, if successful, could limit our ability to access capital markets. Future challenges in the economy could also lead to reduced demand for natural gas which could have a negative impact on our revenues.

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

As of December 31, 2020, we had approximately $1.1 billion of debt outstanding and we may incur additional indebtedness in the future. Increases in our level of indebtedness may:

•require us to use a substantial portion of our cash flow to make debt service payments, which will reduce the funds that would otherwise be available for operations, returning free cash flow to shareholders and future business opportunities;

•limit our operating flexibility due to financial and other restrictive covenants, including restrictions on incurring additional debt, making certain investments, and paying dividends;

•place us at a competitive disadvantage compared to our competitors with lower debt service obligations;

•depending on the levels of our outstanding debt, limit our ability to obtain additional financing for working capital, capital expenditures, general corporate and other purposes; and

•increase our vulnerability to downturns in our business or the economy, including declines in commodity prices.

In addition, the margins we pay under our revolving credit facility depend on our leverage ratio. Accordingly, increases in the amount of our indebtedness without corresponding increases in our consolidated EBITDAX, or decreases in our EBITDAX without a corresponding decrease in our indebtedness, may result in an increase in our interest expense.

Our debt agreements also require compliance with covenants to maintain specified financial ratios. If commodity prices deteriorate from current levels or continue for an extended period, it could lead to reduced revenues, cash flow and earnings, which in turn could lead to a default due to lack of covenant compliance. Because the calculations of the financial ratios are made as of certain dates, the financial ratios can fluctuate significantly from period to period. A prolonged period of lower commodity prices could further increase the risk of our inability to comply with covenants to maintain specified financial ratios. In order to provide a margin of comfort with regard to these financial covenants, we may seek to reduce our capital expenditures, sell non-strategic assets or opportunistically modify or increase our derivative instruments to the extent permitted under our debt agreements. In addition, we may seek to refinance or restructure all or a portion of our indebtedness. We cannot provide assurance that we will be able to successfully execute any of these strategies, and such strategies may be unavailable on favorable terms or at all. For more information about our debt agreements, please read “Management’s Discussion and Analysis of Financial Condition and Results of Operations - Financial Condition - Capital Resources and Liquidity.”

The borrowing base under our revolving credit facility may be reduced, which could limit us in the future.

The borrowing base under our revolving credit facility is currently $3.2 billion, and lender commitments under our revolving credit facility are $1.5 billion. The borrowing base is redetermined annually under the terms of our revolving credit facility on April 1. In addition, either we or the banks may request an interim redetermination twice a year or in conjunction with certain acquisitions or sales of oil and gas properties. Our borrowing base may decrease as a result of lower commodity prices, operating difficulties, declines in reserves, lending requirements or regulations, the issuance of new indebtedness or for any other reason. In the event of a decrease in our borrowing base due to declines in commodity prices or otherwise, our ability to borrow under our revolving credit facility may be limited and we could be required to repay any indebtedness in excess of the redetermined borrowing base. In addition, we may be unable to access the equity or debt capital markets, including the market for senior unsecured notes, to meet our obligations, including any such debt repayment obligations.

We may have hedging arrangements that expose us to risk of financial loss and limit the benefit to us of increases in prices for natural gas.

From time to time, when we believe that market conditions are favorable, we use financial derivative instruments to manage price risk associated with our natural gas production. While there are many different types of derivatives available, we generally utilize collar, swap and basis swap agreements to manage price risk more effectively.

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The collar arrangements are put and call options used to establish floor and ceiling prices for a fixed volume of production during a certain time period. They provide for payments to counterparties if the index price exceeds the ceiling and payments from the counterparties if the index price falls below the floor. The swap agreements call for payments to, or receipts from, counterparties based on whether the index price for the period is greater or less than the fixed price established for that period when the swap is put in place. These arrangements limit the benefit to us of increases in prices. In addition, these arrangements expose us to risks of financial loss in a variety of circumstances, including when:

•there is an adverse change in the expected differential between the underlying price in the derivative instrument and actual prices received for our production;

•production is less than expected; or

•a counterparty is unable to satisfy its obligations.

The CFTC has promulgated regulations to implement statutory requirements for swap transactions. These regulations are intended to implement a regulated market in which most swaps are executed on registered exchanges or swap execution facilities and cleared through central counterparties. While we believe that our use of swap transactions exempt us from certain regulatory requirements, the changes to the swap market due to increased regulation could significantly increase the cost of entering into new swaps or maintaining existing swaps, materially alter the terms of new or existing swap transactions and/or reduce the availability of new or existing swaps. If we reduce our use of swaps as a result of the Dodd-Frank Act and regulations, our results of operations may become more volatile and our cash flows may be less predictable.

We will continue to evaluate the benefit of utilizing derivatives in the future. Please read "Management's Discussion and Analysis of Financial Condition and Results of Operations" in Item 7 and "Quantitative and Qualitative Disclosures about Market Risk" in Item 7A for further discussion concerning our use of derivatives.

Legal, Regulatory and Governmental Risks

Negative public perception regarding us and/or our industry could have an adverse effect on our operations.

Negative public perception regarding us and/or our industry resulting from, among other things, concerns raised by advocacy groups about hydraulic fracturing, oil spills, greenhouse gas or methane emissions and explosions of natural gas transmission lines, may lead to increased regulatory scrutiny, which may, in turn, lead to new state and federal safety and environmental laws, regulations, guidelines and enforcement interpretations. These actions may cause operational delays or restrictions, increased operating costs, additional regulatory burdens and increased risk of litigation. Moreover, governmental authorities exercise considerable discretion in the timing and scope of permit issuance and the public may engage in the permitting process, including through intervention in the courts. Negative public perception could cause the permits we need to conduct our operations to be withheld, delayed, or burdened by requirements that restrict our ability to profitably conduct our business.

We are subject to complex laws and regulations, including environmental and safety regulations, which can adversely affect the cost, manner or feasibility of doing business.

Our operations are subject to extensive federal, state and local laws and regulations, including drilling, permitting and safety laws and regulations and those relating to the generation, storage, handling, emission, transportation and discharge of materials into the environment. These laws and regulations can adversely affect the cost, manner or feasibility of doing business. Many laws and regulations require permits for the operation of various facilities, and these permits are subject to revocation, modification and renewal. Governmental authorities have the power to enforce compliance with their regulations, and violations could subject us to fines, injunctions or both. These laws and regulations have increased the costs of planning, designing, drilling, installing and operating natural gas and oil facilities, and new laws and regulations or revisions or reinterpretations of existing laws and regulations could further increase these costs. In addition, we may be liable for environmental damages caused by previous owners or operators of property we purchase or lease. Risks of substantial costs and liabilities related to environmental and safety compliance issues are inherent in natural gas and oil operations. For example, we could be required to install expensive pollution control measures or limit or cease activities on lands located within wilderness, wetlands or other environmentally or politically sensitive areas. Failure to comply with applicable environmental and safety laws and regulations also may result in the suspension or termination of our operations and subject us to administrative, civil and criminal penalties as well as the imposition of corrective action requirements and orders. Furthermore, due to the outcome of the 2020 U.S. congressional and presidential elections, potential increased restrictions on oil and gas production activities may result, which could have a material adverse effect on the oil and gas industry as a whole. For example, in January 2021, the Biden administration issued an executive order directing all federal agencies to review and take action to address any federal regulations, orders, guidance documents, policies and any similar agency promulgated during the prior administration that may

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be inconsistent with the current administration’s policies. Also in January 2021, the Biden administration issued certain executive orders focused on addressing climate change, which, among other things, revoked the permit for the Keystone XL oil pipeline and directed the Secretary of the Interior to pause new oil and natural gas leases on public lands or in offshore waters pending completion of a comprehensive review and reconsideration of federal oil and gas permitting and leasing practices. It is possible that other developments, such as stricter environmental laws and regulations, and claims for damages to property or persons resulting from natural gas and oil production, would result in substantial costs and liabilities.

Oil and natural gas production operations, especially those using hydraulic fracturing, are substantially dependent on the availability of water. Our ability to produce natural gas economically and in commercial quantities could be impaired if we are unable to acquire adequate supplies of water for our operations or are unable to dispose of or recycle the water we use economically and in an environmentally safe manner.

Water is an essential component of oil and natural gas production during the drilling process. In particular, we use a significant amount of water in the hydraulic fracturing process. Our inability to locate sufficient amounts of water, or dispose of or recycle water used in our exploration and production operations, could adversely impact our operations. For water sourcing, we first seek to use non-potable water supplies for our operational needs. In certain areas, there may be insufficient local aquifer capacity to provide a source of water for drilling activities. Water must then be obtained from other sources and transported to the drilling site. An inability to secure sufficient amounts of water or to dispose of or recycle the water used in our operations could adversely impact our operations in certain areas. The imposition of new environmental regulations, including as a result of potential regulatory and legislative changes due to the outcome of the 2020 U.S. congressional and presidential elections, could further restrict our ability to conduct operations such as hydraulic fracturing by restricting the disposal of waste such as produced water and drilling fluids. Compliance with environmental regulations and permit requirements governing the withdrawal, storage and use of surface water or groundwater necessary for hydraulic fracturing of wells may increase our operating costs and cause delays, interruptions or termination of our operations, the extent of which cannot be predicted, all of which could have an adverse effect on our operations and financial condition. For example, in April 2011, the Pennsylvania Department of Environmental Protection (the PaDEP) called on all Marcellus Shale natural gas drilling operators to voluntarily cease by May 19, 2011 delivering wastewater to those centralized treatment facilities that were grandfathered from the application of PaDEP's Total Dissolved Solids regulations. In June 2016, the EPA published final pretreatment standards for disposal of wastewater produced from shale gas operations to publicly owned treatment works. The regulations were developed under the EPA's Effluent Guidelines Program under the authority of the Clean Water Act. In response to these actions, operators including us have begun to rely more on recycling of flowback and produced water from well sites as a preferred alternative to disposal.

Federal and state legislation, judicial actions and regulatory initiatives related to oil and gas development and the use of hydraulic fracturing could result in increased costs and operating restrictions or delays and adversely affect our business, financial condition, results of operations and cash flows.

Most of our exploration and production operations depend on the use of hydraulic fracturing to enhance production from oil and gas wells. This technology involves the injection of fluids—usually consisting mostly of water but typically including small amounts of several chemical additives—as well as sand or other proppants into a well under high pressure in order to create fractures in the rock that allow oil or gas to flow more freely to the wellbore. Most of our wells would not be economical without the use of hydraulic fracturing to stimulate production from the well. Hydraulic fracturing operations have historically been overseen by state regulators as part of their oil and gas regulatory programs; however, the EPA has asserted federal regulatory authority over certain hydraulic fracturing activities involving diesel under the Safe Drinking Water Act and has released permitting guidance for hydraulic fracturing activities that use diesel in fracturing fluids in those states where the EPA is the permitting authority, including Pennsylvania. As a result, we may be subject to additional permitting requirements for hydraulic fracturing operations as well as various restrictions on those operations. These permitting requirements and restrictions could result in delays in operations at well sites as well as increased costs to make wells productive. In addition, from time to time, legislation has been introduced, but not enacted, in Congress that would provide for federal regulation of hydraulic fracturing under the Safe Drinking Water Act and require the public disclosure of certain information regarding the chemical makeup of hydraulic fracturing fluids. If enacted, such legislation could establish an additional level of regulation and permitting at the federal, state or local levels, and could make it easier for third parties opposed to the hydraulic fracturing process to initiate legal proceedings based on allegations that specific chemicals used in the fracturing process could adversely affect the environment, including groundwater, soil or surface water. We voluntarily disclose on a well-by-well basis the chemicals we use in the hydraulic fracturing process at www.fracfocus.org. Under the new presidential administration, the federal government may propose measures to impose additional regulations on or to limit or prohibit hydraulic fracturing. The new administration has recently imposed such measures on federal lands. In addition, President Biden has indicated support for a ban on hydraulic fracturing. In March 2015, the Department of the Interior's Bureau of Land Management issued a final rule to regulate hydraulic fracturing on public and Indian land; however, these rules were rescinded by rule in December 2017 but similar rules could be proposed in the future. In addition, some states in which we operate, such as Pennsylvania, and certain

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local governments have adopted, and others are considering adopting, regulations that could restrict hydraulic fracturing in certain circumstances, including requirements regarding chemical disclosure, casing and cementing of wells, withdrawal of water for use in high-volume hydraulic fracturing of horizontal wells, baseline testing of nearby water wells, and restrictions on the type of additives that may be used in hydraulic fracturing operations. If existing laws and regulations with regard to hydraulic fracturing are revised or reinterpreted or if new laws and regulations become applicable to our operations through judicial or administrative actions, our business, financial condition, results of operations and cash flows could be adversely affected.

Further, state and federal regulatory agencies have focused on a possible connection between the operation of injection wells used for oil and gas waste disposal and seismic activity in recent years. Similar concerns have been raised that hydraulic fracturing may also contribute to seismic activity. When caused by human activity, such events are called induced seismicity. In March 2016, the United States Geological Survey identified six states with the most significant hazards from induced seismicity, including Oklahoma, Kansas, Texas, Colorado, New Mexico, and Arkansas. In light of these concerns, some state regulatory agencies have modified their regulations or issued orders to address induced seismicity. Certain environmental and other groups have also suggested that additional federal, state and local laws and regulations may be needed to more closely regulate the hydraulic fracturing process. We cannot predict whether additional federal, state or local laws or regulations applicable to hydraulic fracturing will be enacted in the future and, if so, what actions any such laws or regulations would require or prohibit. Increased regulation and attention given to induced seismicity could lead to greater opposition to, and litigation concerning, oil and gas activities utilizing hydraulic fracturing or injection wells for waste disposal, which could have an adverse effect on oil and natural gas production activities, including operational delays or increased operating costs in the production of oil and natural gas from developing shale plays, or could make it more difficult to perform hydraulic fracturing.

In addition to these federal legislative and regulatory proposals, some states in which we operate, such as Pennsylvania, and certain local governments have adopted, and others are considering adopting, regulations that could restrict hydraulic fracturing in certain circumstances, including requirements regarding chemical disclosure, casing and cementing of wells, withdrawal of water for use in high-volume hydraulic fracturing of horizontal wells, baseline testing of nearby water wells, and restrictions on the type of additives that may be used in hydraulic fracturing operations. For example, New York issued a statewide ban on hydraulic fracturing in June 2015. In addition, Pennsylvania's Act 13 of 2012 became law on February 14, 2012 and amended the state's Oil and Gas Act to, among other things, increase civil penalties and strengthen the PaDEP authority over the issuance of drilling permits. Although the Pennsylvania Supreme Court struck down portions of Act 13 that made statewide rules on oil and gas preempt local zoning rules, this could lead to additional local restrictions on oil and gas activity in the state. In addition, if existing laws and regulations with regard to hydraulic fracturing are revised or reinterpreted or if new laws and regulations become applicable to our operations through judicial or administrative actions, our business, financial condition, results of operations and cash flows could be adversely affected. For example, a Pennsylvania state appellate court in 2018 appeared to refuse to apply the established common law rule of capture in a case concerning claims of trespass by hydraulic fracturing. The Pennsylvania Supreme Court heard the appeal of this ruling and on January 22, 2020, in Briggs v. Southwestern Energy Production Co., 224 A.3d 334 (Pa. 2020), affirmed the rule of capture and remanded the case to the Pennsylvania state appellate court for further proceedings. On December 8, 2020, the appellate court issued a non-precedential decision reversing its previous order vacating the trial court’s summary judgment in favor of Southwestern Energy Production Co. (Southwestern). The appellate court refuted the assumptions made by the Pennsylvania Supreme Court concerning the appellate court’s disregard of the established rule of capture and based its reversal on the failure of plaintiffs to “specifically allege that Southwestern engaged in horizontal drilling that extended onto their property, or that Southwestern propelled fracturing fluids and proppants across the property line,” leaving open the possibility that hydraulic fracturing can constitute a physical invasion, and thereby a trespass. Future developments in caselaw that expand the ability of adjacent property owners to prevail on trespass claims based on hydraulic fracturing could have a material impact on our operations.

We use a significant amount of water in our hydraulic fracturing operations. Our inability to locate sufficient amounts of water, or dispose of or recycle water used in our operations, could adversely impact our operations. Moreover, new environmental initiatives and regulations could include restrictions on our ability to conduct certain operations such as hydraulic fracturing or disposal of waste, including, but not limited to, produced water, drilling fluids and other wastes associated with the exploration, development or production of natural gas. Compliance with environmental regulations and permit requirements governing the withdrawal, storage and use of surface water or groundwater necessary for hydraulic fracturing of wells may increase our operating costs and cause delays, interruptions or termination of our operations, the extent of which cannot be predicted, all of which could have an adverse effect on our operations and financial condition. For example, in April 2011, PaDEP called on all Marcellus Shale natural gas drilling operators to voluntarily cease by May 19, 2011 delivering wastewater to those centralized treatment facilities that were grandfathered from the application of PaDEP's Total Dissolved Solids regulations. In June 2016, the EPA published final pretreatment standards for disposal of wastewater produced from shale gas operations to publicly owned treatment works. The regulations were developed under the EPA's Effluent

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Guidelines Program under the authority of the Clean Water Act. In response to these actions, operators including us have begun to rely more on recycling of flowback and produced water from well sites as a preferred alternative to disposal.

A number of federal agencies are analyzing, or have been requested to review, a variety of environmental issues associated with hydraulic fracturing practices. In January 2021, the Biden administration issued an executive order directing all federal agencies to review and take action to address any federal regulations, orders, guidance documents, policies and any similar agency actions promulgated during the prior administration that may be inconsistent with the current administration’s policies. Additionally, the EPA conducted a study of the potential environmental effects of hydraulic fracturing on drinking water and groundwater. The EPA released its final report in December 2016. It concluded that hydraulic fracturing activities can impact drinking water resources under some circumstances, including large volume spills and inadequate mechanical integrity of wells. This study and other studies that may be undertaken by the EPA or other federal agencies could spur initiatives to further regulate hydraulic fracturing under the Safe Drinking Water Act, the Toxic Substances Control Act, or other statutory and/or regulatory mechanisms.

Some of our producing wells and associated facilities are subject to restrictive air emission limitations and permitting requirements. Two examples are the EPA’s source aggregation rule and the EPA’s New Source Performance Standards and National Emission Standards for Hazardous Air Pollutants.

In June 2016, the EPA published a final rule concerning aggregation of sources that affects source determinations for air permitting in the oil and gas industry, and, as a result, aggregating our oil and gas facilities for permitting could result in more complex, costly, and time-consuming air permitting. Particularly with respect to obtaining pre-construction permits, the final aggregation rule could add costs and cause delays in our operations.

On August 16, 2012, the EPA published final rules that establish new air emission control requirements for the oil and natural gas sector, including NSPS to address emissions of sulfur dioxide and volatile organic compounds, and NESHAP to address hazardous air pollutants frequently associated with gas production and processing activities. In June 2016, the EPA published a final rule that updated and expanded the NSPS by setting additional emissions limits for volatile organic compounds and regulating methane emissions for new and modified sources in the oil and gas industry. In June 2017, the EPA proposed a two year stay of certain requirements contained in the June 2016 rule and, in November 2017, issued a notice of data availability in support of the stay proposal and provided a 30-day comment period on the information provided. In March 2018, the EPA published a final rule that amended two narrow provisions of the NSPS, removing the requirement for completion of delayed repair during emergency or unscheduled vent blowdowns. A 2016 information collection request made to oil and natural gas facilities by the EPA in connection with its intention at the time to regulate methane emissions from existing sources was withdrawn in March 2017. In September 2020, the EPA published a final rule amending the 2012 and 2016 NSPS for the oil and natural gas sector that removed transmission and storage sources from the oil and natural gas source category and rescinded the methane requirements applicable to the production and processing sources. The same day as the publication of the September 2020 rule, 20 states and three municipalities filed a petition for review of the EPA’s final rule in the D.C. Circuit Court of Appeals. In October 2020, the D.C. Circuit Court of Appeals denied emergency motions for a stay of the oil and natural gas sector NSPS amendments from taking effect pending review. The original petitioners have been joined by a number of environmental groups in challenging the September 2020 rule. In the event the petitioners are successful and the September 2020 amendments to the 2012 and 2016 NSPS for the oil and gas sector are struck down or if the new administration otherwise amends the EPA’s regulations to impose regulations on methane or other additional regulatory requirements, compliance with these potential requirements, particularly a new methane regulation, may require modifications to certain of our operations or increase the cost of new or modified facilities, including the installation of new equipment to control emissions at the well site, which could result in significant costs, including increased capital expenditures and operating costs, and adversely impact our business.

Climate change and climate change legislation and regulatory initiatives could result in increased operating costs and decreased demand for the oil and natural gas that we produce.

Scientific studies have suggested that emissions of certain gases, commonly referred to as “greenhouse gases” (GHGs), including carbon dioxide and methane, may be contributing to warming of the earth’s atmosphere and other climatic changes. In response to such studies, the issue of climate change and the effect of GHG emissions, in particular emissions from fossil fuels, has and continues to attract political and social attention. The regulatory response to and physical effects of climate change have the potential to negatively affect our business in many ways, including increasing the costs to provide our products and services, reducing the demand for and consumption of our products and services (due to change in both costs and weather patterns), and the economic health of the regions in which we operate, all of which can create financial risks.

Legislation to regulate GHG emissions has periodically been introduced in the U.S. Congress and such legislation may be proposed or adopted in the future. In addition, the EPA has adopted regulations addressing GHG emissions, including rules

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requiring the monitoring, reporting and recordkeeping of GHG emissions from specified sources in the United States that cover onshore and offshore oil and natural gas production facilities that emit 25,000 metric tons or more of CO2e per year. Since 2012, we have been required to report our GHG emissions to the EPA each year in March under these rules and have submitted our annual reports in compliance with the deadline. In 2015, the EPA finalized rules adding additional sources to the scope of the GHG monitoring and reporting requirements, including gathering and boosting facilities as well as completions and workovers from hydraulically fractured oil wells, and adding well identification reporting requirements for certain facilities. The EPA published a final rule in 2016 adding monitoring methods for detecting leaks from oil and gas equipment and emission factors for leaking equipment to be used to calculate and report GHG emissions resulting from equipment leaks. In addition to the GHG monitoring and reporting rules, the EPA adopted rules requiring permits for GHGs for certain large stationary sources beginning in 2011. However, in 2014, the U.S. Supreme Court, in Utility Air Regulatory Group v. EPA, limited the application of the GHG permitting requirements under the Prevention of Significant Deterioration and Title V permitting programs to sources that would otherwise need permits based on the emission of conventional pollutants.

There have also been international efforts seeking legally binding reductions in GHG emissions. The United States was actively involved in the negotiations at the 21st Conference of the Parties of the United Nations Framework Convention on Climate Change in Paris (UNFCCC), which led to the creation of the Paris Agreement. The Paris Agreement requires countries to review and "represent a progression" in their nationally determined contributions, which set emissions reduction goals, every five years. The United States was a signatory to the Paris Agreement, which entered into full force in November 2016. Former President Trump announced the United States' plan to withdraw from the Paris Agreement in June 2017. This withdrawal formally took effect November 4, 2020. However, newly-elected President Biden has sought immediate reentry of the United States into the Paris Agreement upon his inauguration. The terms and timeline under which the United States may reenter the Paris Agreement, or a separately negotiated agreement, are unclear at this time.

It is not possible at this time to predict the timing and effect of climate change or to predict the effect of the Paris Agreement or whether additional GHG legislation, regulations or other measures will be adopted at the federal, state or local levels. However, more aggressive efforts by governments and non-governmental organizations to reduce GHG emissions appear likely and any such future laws and regulations could result in increased compliance costs or additional operating restrictions. For example, several U.S. states and cities have committed to advance the objectives of the Paris Agreement at the state or local level despite the pending federal withdrawal. In addition, in January 2021, the Biden administration issued an executive order directing all federal agencies to review and take action to address any federal regulations, orders, guidance documents, policies and any similar agency promulgated during the prior administration that may be inconsistent with the current administration’s policies, including with respect to climate change. Also in January 2021, the Biden administration issued certain executive orders focused on addressing climate change, which, among other things, revoked the permit for the Keystone XL oil pipeline and directed the Secretary of the Interior to pause new oil and natural gas leases on public lands or in offshore waters pending completion of a comprehensive review and reconsideration of federal oil and gas permitting and leasing practices. Further, actions of the Biden administration may negatively impact oil and gas operations and favor renewable energy projects in the U.S., which may negatively impact the demand for natural gas or increase our operating costs.

The passage of any federal or state climate change laws or regulations in the future could result in increased costs to (i) operate and maintain our facilities, (ii) install new emission controls on our facilities and (iii) administer and manage any GHG emissions program. If we are unable to recover or pass through a significant level of our costs related to complying with climate change regulatory requirements imposed on us, it could have a material adverse effect on our results of operations and financial condition. To the extent financial markets view climate change and GHG emissions as a financial risk, this could negatively impact our cost of and access to capital. Legislation or regulations that may be adopted to address climate change could also affect the markets for our products by making our products more or less desirable than competing sources of energy.

Beyond financial and regulatory impacts, climate change poses potential physical risks. Scientific studies forecast that these risks include an increase in sea level, stresses on water supply and changes in weather conditions, such as an increase in changes in precipitation and extreme weather events. The projected physical effects of climate change have the potential to directly affect, delay and result in increased costs related to our operations. In addition, warmer winters as a result of global warming could also decrease demand for natural gas. However, because the nature and timing of changes in extreme weather events (such as increased frequency, duration, and severity) are uncertain, any estimations of future financial risk to our operations caused by these potential physical risks of climate change would be unreliable.

We are subject to a number of privacy and data protection laws, rules and directives (collectively, data protection laws) relating to the processing of personal data.

The regulatory environment surrounding data protection laws is uncertain. Complying with varying jurisdictional requirements could increase the costs and complexity of compliance, and violations of applicable data protection laws can result

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in significant penalties. A determination that there have been violations of applicable data protection laws could expose us to significant damage awards, fines and other penalties that could materially harm our business and reputation.

Any failure, or perceived failure, by us to comply with applicable data protection laws could result in proceedings or actions against us by governmental entities or others, subject us to significant fines, penalties, judgments and negative publicity, require us to change our business practices, increase the costs and complexity of compliance, and adversely affect our business. As noted above, we are also subject to the possibility of security and privacy breaches, which themselves may result in a violation of these laws. Additionally, the acquisition of a company that is not in compliance with applicable data protection laws may result in a violation of these laws.

Tax law changes could have an adverse effect on our financial position, results of operations, and cash flows.

Substantive changes to existing federal income tax laws have been proposed that, if adopted, would repeal many tax incentives and deductions that are currently used by U.S. oil and gas companies and would impose new taxes. The proposals include: repeal of the percentage depletion allowance for oil and natural gas properties; elimination of the ability to fully deduct intangible drilling costs in the year incurred; and increase in the geological and geophysical amortization period for independent producers. The Biden administration has also previously provided informal guidance on certain tax law changes that it would support, which includes, among other things, raising tax rates on both domestic and foreign income and imposing a new alternative minimum tax on book income. Further, many states are currently in deficits, and have been enacting laws eliminating or limiting certain deductions, carryforwards, and credits in order to increase tax revenue.

Should the U.S. or the states pass tax legislation limiting any currently allowed tax incentives and deductions, our taxes would increase, potentially significantly, which would have a negative impact on our net income and cash flows. This could also reduce our drilling activities in the U.S. Since future changes to federal and state tax legislation and regulations are unknown, we cannot know the ultimate impact such changes may have on our business.

Risks Related to Business Disruption

Business disruptions from unexpected events, including pandemics, health crises and natural disasters, may increase our cost of doing business or disrupt our operations.

The occurrence of one or more unexpected events, including a public health crisis, pandemic and epidemic, war or civil unrest, a terrorist act, including a cybersecurity threat to gain unauthorized access to sensitive information and to render data or systems unusable, a weather event, an earthquake or other catastrophe could cause instability in world financial markets and lead to increased volatility in prices for natural gas and oil, all of which could adversely affect our business, financial condition and results of operations. For example, the ongoing COVID-19 outbreak has resulted in widespread adverse impacts on the global economy, and there is considerable uncertainty regarding the extent to which COVID-19 will continue to spread and the extent and duration of governmental and other measures implemented to try to slow the spread of the virus and alleviate strain on the healthcare system, such as quarantines, shelter-in-place orders and business and government shutdowns (whether through a continuation of existing measures or the re-imposition of prior measures). We have taken precautionary measures intended to help minimize the risk to our employees, our business and the communities in which we operate, and we are actively assessing and planning for various operational contingencies in the event one or more of our operational employees experiences any symptoms consistent with COVID-19. However, if a significant portion of our employees or contractors were unable to work due to illness or if our field operations were suspended or temporarily restricted due to control measures designed to contain the outbreak, that could adversely affect our business, financial condition and results of operations, and we cannot guarantee that any precautionary actions taken by us will be effective in preventing disruptions to our business.

We regularly monitor the creditworthiness of our customers and derivative contract counterparties. Although we have not received notices from our customers or counterparties regarding non-performance issues or delays resulting from the COVID-19 pandemic, to the extent we or any of our material suppliers or customers are unable to operate due to government restrictions or otherwise, we may have to temporarily shut down or reduce production, which could result in significant downtime and have significant adverse consequences for our business, financial condition and results of operations. In addition, most of our non-operational employees are now working remotely, which could increase the risk of security breaches or other cyber-incidents or attacks, loss of data, fraud and other disruptions.

Furthermore, the impact of the pandemic, including a resulting reduction in demand for oil and natural gas, coupled with the sharp decline in commodity prices following the announcement of price reductions and production increases in March 2020 by members of OPEC+ has led to significant global economic contraction generally and in our industry in particular. While an agreement to cut production has since been announced by OPEC+ and its allies, the situation, coupled with the impact of COVID-19 and storage and transportation capacity constraints, has continued to result in a significant downturn in the oil and gas industry. We cannot predict the full impact that COVID-19 or the significant disruption and volatility currently being

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experienced in the oil and natural gas markets will have on our business, financial condition and results of operations at this time due to numerous uncertainties. For example, although the negative effects on crude oil pricing have been more significant than effects on natural gas to date, the operations of our midstream service providers, on whom we rely for the transmission, gathering and processing of a significant portion of our produced natural gas may be disrupted or suspended in response to containing the outbreak, and/or the economic challenges may lead to a reduction in capacity or closing of the facilities and infrastructure of our midstream service providers, which may result in substantial discounts in the prices we receive for our produced natural gas or result in the shut-in of producing wells or the delay or discontinuance of development plans for our properties. The ultimate impacts will depend on future developments, including, among others, the ultimate geographic spread and severity of the virus, any resurgence in COVID-19 transmission and infection in affected regions after they have begun to experience an improvement, the consequences of governmental and other measures designed to mitigate the spread of the virus and alleviate strain on the healthcare system, the development of effective treatments, the duration of the outbreak, further actions taken by members of OPEC+, actions taken by governmental authorities, customers, suppliers and other third parties, workforce availability, and the timing and extent to which normal economic and operating conditions resume.

Cyber-attacks targeting our systems, the oil and gas industry systems and infrastructure, or the systems of our third-party service providers could adversely affect our business.

Our business and the oil and gas industry in general have become increasingly dependent on digital data, computer networks and connected infrastructure, including technologies that are managed by third-party providers on whom we rely to help us collect, host or process information. We depend on this technology to record and store financial data, estimate quantities of natural gas and crude oil reserves, analyze and share operating data and communicate internally and externally. Computers control nearly all of the oil and gas distribution systems in the United States, which are necessary to transport our products to market, to enable communications and to provide a host of other support services for our business. In response to the COVID-19 pandemic, most of our non-operational employees moved to a remote work model. This model has significantly increased the use of remote networking and online conferencing services that enable employees to work outside of our corporate infrastructure, which exposes us to additional cybersecurity risks, including unauthorized access to sensitive information as a result of increased remote access and other cybersecurity related incidents.

Cyber-attacks are becoming more sophisticated and include, but are not limited to, malicious software, phishing, ransomware, attempts to gain unauthorized access to data, and other electronic security breaches that could lead to disruptions in critical systems, unauthorized release of confidential or otherwise protected information and corruption of data. Unauthorized access to our seismic data, reserves information, customer or employee data or other proprietary or commercially sensitive information could lead to data corruption, communication interruption, or other disruptions in our exploration or production operations or planned business transactions, any of which could have a material adverse impact on our results of operations. If our information technology systems cease to function properly or our cybersecurity is breached, we could suffer disruptions to our normal operations, which may include drilling, completion, production and corporate functions. A cyber-attack involving our information systems and related infrastructure, or that of our business associates, could result in supply chain disruptions that delay or prevent the transportation and marketing of our production, non-compliance leading to regulatory fines or penalties, loss or disclosure of, or damage to, our or any of our customer’s or supplier’s data or confidential information that could harm our business by damaging our reputation, subjecting us to potential financial or legal liability, and requiring us to incur significant costs, including costs to repair or restore our systems and data or to take other remedial steps.

In addition, certain cyber incidents, such as surveillance, may remain undetected for an extended period, and our systems and insurance coverage for protecting against such cybersecurity risks may not be sufficient. As cyber-attackers become more sophisticated, we may be required to expend significant additional resources to continue to protect our business or remediate the damage from cyber-attacks. Furthermore, the continuing and evolving threat of cyber-attacks has resulted in increased regulatory focus on prevention, and we may be required to expend significant additional resources to continue to modify or enhance our protective measures or to investigate and remediate any information security vulnerabilities. To the extent we face increased regulatory requirements, we may be required to expend significant additional resources to meet such requirements.

Risks Related to our Corporate Structure

Provisions of Delaware law and our bylaws and charter could discourage change in control transactions and prevent stockholders from receiving a premium on their investment.

Our charter authorizes our Board of Directors to set the terms of preferred stock. In addition, Delaware law contains provisions that impose restrictions on business combinations with interested parties. Our bylaws prohibit the calling of a special meeting by our stockholders and place procedural requirements and limitations on stockholder proposals at meetings of stockholders. Because of these provisions of our charter, bylaws and Delaware law, persons considering unsolicited tender offers or other unilateral takeover proposals may be more likely to negotiate with our Board of Directors rather than pursue

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non-negotiated takeover attempts. As a result, these provisions may make it more difficult for our stockholders to benefit from transactions that are opposed by an incumbent Board of Directors.

The personal liability of our directors for monetary damages for breach of their fiduciary duty of care is limited by the Delaware General Corporation Law and by our charter.

The Delaware General Corporation Law allows corporations to limit available relief for the breach of directors' duty of care to equitable remedies such as injunction or rescission. Our charter limits the liability of our directors to the fullest extent permitted by Delaware law. Specifically, our directors will not be personally liable for monetary damages for any breach of their fiduciary duty as a director, except for liability:

•for any breach of their duty of loyalty to the Company or our stockholders;

•for acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law;

•under provisions relating to unlawful payments of dividends or unlawful stock repurchases or redemptions; and

•for any transaction from which the director derived an improper personal benefit.

This limitation may have the effect of reducing the likelihood of derivative litigation against directors, and may discourage or deter stockholders or management from bringing a lawsuit against directors for breach of their duty of care, even though such an action, if successful, might otherwise have benefited our stockholders.

ITEM 1B.    UNRESOLVED STAFF COMMENTS

None.

ITEM 3.    LEGAL PROCEEDINGS

Legal Matters

The information set forth under the heading "Legal Matters" in Note 9 of the Notes to Consolidated Financial Statements included in Item 8 of this Annual Report on Form 10-K is incorporated by reference in response to this item.

Environmental Matters

On December 28, 2020, Cabot received two Orders and Assessments of Civil Penalties from the PaDEP stemming from Notices of Violation (NOV) dated June 20, 2017, and November 16, 2017, concerning gas migration allegations surrounding two well pads located in Susquehanna County, Pennsylvania. The orders require Cabot to pay civil monetary penalties in the amounts of $180,000 and $300,000, respectively. The order associated with the NOV dated June 20, 2017, requires additional confirmatory water sampling of the resolved water supplies, while the order associated with the NOV dated November 16, 2017, requires Cabot to continue sampling some of the water supplies, monitor and, if necessary, conduct additional remediation of the gas wells, and restore and/or replace one water supply. These matters are now closed with the PaDEP.

From time to time we receive notices of violation from governmental and regulatory authorities in areas in which we operate relating to alleged violations of environmental statutes or the rules and regulations promulgated thereunder. While we cannot predict with certainty whether these notices of violation will result in fines and/or penalties, if fines and/or penalties are imposed, they may result in monetary sanctions, individually or in the aggregate, in excess of $300,000.

ITEM 4.    MINE SAFETY DISCLOSURES

Not applicable.

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EXECUTIVE OFFICERS OF THE REGISTRANT

The following table shows certain information as of February 17, 2021 about our executive officers, as such term is defined in Rule 3b-7 of the Securities Exchange Act of 1934, and certain of our other officers.

Name	Age	Position	Officer Since
Dan O. Dinges	67	Chairman, President and Chief Executive Officer	2001
Scott C. Schroeder	58	Executive Vice President and Chief Financial Officer	1997
Jeffrey W. Hutton	65	Senior Vice President, Marketing	1995
Todd L. Liebl	63	Senior Vice President, Land and Business Development	2012
Steven W. Lindeman	60	Senior Vice President, EHS and Engineering	2011
Phillip L. Stalnaker	61	Senior Vice President, Operations	2009
G. Kevin Cunningham	67	Vice President and General Counsel	2010
Charles E. Dyson II	49	Vice President, Information Services	2018
Matthew P. Kerin	40	Vice President, Finance and Treasurer	2014
Julius Leitner	58	Vice President, Marketing	2017
Todd M. Roemer	50	Vice President and Chief Accounting Officer	2010
Deidre L. Shearer	53	Vice President, Administration and Corporate Secretary	2012

All officers are elected annually by our Board of Directors. All of the executive officers have been employed by Cabot Oil & Gas Corporation for at least the last five years, except for Mr. Julius Leitner.

Mr. Leitner joined the Company as Vice President, Marketing in July 2017. Prior to joining the Company, Mr. Leitner held various positions with Shell Energy North America (US) L.P., including Director of Northeast Trading, Director of Producer Services, and Senior Originator, from July 1996 through July 2017. Mr. Leitner holds a Bachelor of Science degree in Biology from Boston College and a Masters of Business Administration from the Mays Business School of Texas A&M University.

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PART II

ITEM 5.    MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Our common stock is listed and principally traded on the New York Stock Exchange under the ticker symbol "COG."

As of February 1, 2021, there were 329 registered holders of our common stock.

EQUITY COMPENSATION PLAN INFORMATION

The following table provides information as of December 31, 2020 regarding the number of shares of common stock that may be issued under our incentive plans.

	(a)		(b)	(c)
Plan Category	Number of securities to be issued upon exercise of outstanding options, warrants and rights		Weighted-average exercise price of outstanding options, warrants and rights	Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
Equity compensation plans approved by security holders	4,616,812	(1)	n/a	11,183,394	(2)
Equity compensation plans not approved by security holders	n/a		n/a	n/a
Total	4,616,812		n/a	11,183,394

_______________________________________________________________________________

(1)Includes 1,610,124 employee performance shares, the performance periods of which end on December 31, 2020, 2021 and 2022; 1,398,853 TSR performance shares, the performance periods of which end on December 31, 2021 and 2022; 903,551 hybrid performance shares, which vest, if at all, in 2021, 2022 and 2023; and 704,284 restricted stock units awarded to the non-employee directors, the restrictions on which lapse upon a non-employee director's departure from the Board of Directors.

(2)Includes 50,500 shares of restricted stock, the restrictions on which lapse in 2022 and 11,132,894 shares that are available for future grants under the 2014 Incentive Plan.

ISSUER PURCHASES OF EQUITY SECURITIES

Our Board of Directors has authorized a share repurchase program under which we may purchase shares of common stock in the open market or in negotiated transactions. There is no expiration date associated with the authorization. There were no repurchases during the quarter ended December 31, 2020. The maximum number of remaining shares that may be purchased under our share repurchase program as of December 31, 2020 was 11.0 million.

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PERFORMANCE GRAPH

The following graph compares our common stock performance (COG) with the performance of the Standard & Poor's 500 Stock Index and the Dow Jones U.S. Exploration & Production Index for the period December 2015 through December 2020. The graph assumes that the value of the investment in our common stock and in each index was $100 on December 31, 2015 and that all dividends were reinvested.

	December 31,
Calculated Values	2015		2016		2017		2018		2019		2020
COG	$	100.00	$	132.53	$	163.36	$	128.94	$	102.15	$	97.71
S&P 500	$	100.00	$	111.96	$	136.40	$	130.42	$	171.49	$	203.04
Dow Jones U.S. Exploration & Production	$	100.00	$	124.48	$	126.10	$	103.69	$	115.51	$	76.64

The performance graph above is furnished and not filed for purposes of Section 18 of the Securities Exchange Act of 1934 (the Exchange Act) and will not be incorporated by reference into any registration statement filed under the Securities Act of 1933 unless specifically identified therein as being incorporated therein by reference. The performance graph is not soliciting material subject to Regulation 14A of the Exchange Act.

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ITEM 6.    SELECTED FINANCIAL DATA

The following table summarizes our selected consolidated financial data for the periods indicated. This information should be read in conjunction with Management's Discussion and Analysis of Financial Condition and Results of Operations in Item 7, and the Consolidated Financial Statements and related Notes in Item 8.

	Year Ended December 31,
(In thousands, except per share amounts)	2020		2019		2018		2017		2016
Statement of Operations Data
Operating revenues	$	1,466,624	$	2,066,277	$	2,188,148	$	1,764,219	$	1,155,677
Impairment of oil and gas properties(1)	—		—		—		482,811		435,619
Earnings (loss) on equity method investments(2)	(59)		80,496		1,137		(100,486)		(2,477)
Loss on sale of assets(3)	(491)		(1,462)		(16,327)		(11,565)		(1,857)
Income (loss) from operations	295,476		955,750		771,801		(151,260)		(564,945)
Net income (loss)(4)	200,529		681,070		557,043		100,393		(417,124)
Basic earnings (loss) per share	$	0.50	$	1.64	$	1.25	$	0.22	$	(0.91)
Diluted earnings (loss) per share	$	0.50	$	1.63	$	1.24	$	0.22	$	(0.91)
Dividends per common share	$	0.40	$	0.35	$	0.25	$	0.17	$	0.08

	December 31,
(In thousands)	2020		2019		2018		2017		2016
Balance Sheet Data
Properties and equipment, net	$	4,044,606	$	3,855,706	$	3,463,606	$	3,072,204	$	4,250,125
Total assets(5)	4,523,532		4,487,245		4,198,829		4,727,344		5,122,569
Current portion of long-term debt	188,000		87,000		—		304,000		—
Long-term debt	945,924		1,133,025		1,226,104		1,217,891		1,520,530
Stockholders' equity	2,215,707		2,151,487		2,088,159		2,523,905		2,567,667

_______________________________________________________________________________

(1)Impairment of oil and gas properties in 2017 includes an impairment charge of $414.3 million associated with our oil and gas properties located in the Eagle Ford Shale in south Texas and $68.6 million associated with our oil and gas properties located in West Virginia and Ohio. Impairment of oil and gas properties in 2016 includes an impairment charge of $435.6 million associated with the proposed sale our oil and gas properties located in West Virginia and Ohio. For additional discussion of impairment of oil and gas properties, refer to Note 1 of the Notes to the Consolidated Financial Statements.

(2)Earnings (loss) on equity method investments in 2019 includes a gain on sale of investment of $75.8 million associated with our equity investment in Meade Pipeline Co LLC (Meade). Earnings (loss) on equity method investments in 2017 includes an other than temporary impairment of $95.9 million associated with our investment in Constitution Pipeline Company, LLC (Constitution). Refer to Note 4 of the Notes to the Consolidated Financial Statements.

(3)Loss on sale of assets in 2018 includes a $45.4 million loss from the sale of certain proved and unproved oil and gas properties located in the Eagle Ford Shale partially offset by a $29.7 million gain from the sale of certain proved and unproved oil and gas properties located in the Haynesville Shale. Loss on sale of assets in 2017 includes an $11.9 million loss from the sale of certain proved and unproved oil and gas properties located in West Virginia, Virginia and Ohio. Refer to Note 2 of the Notes to the Consolidated Financial Statements.

(4)Net income (loss) in 2017 includes an income tax benefit of $242.9 million as a result of the remeasurement of our net deferred income tax liabilities based on the lower corporate income tax rate associated with the Tax Cuts and Jobs Act that was enacted in December 2017.

(5)Total assets as of December 31, 2020 and 2019 include a right of use asset of $33.7 million and $35.9 million, respectively, as a result of the adoption of Accounting Standards Update No. 2016-02, Leases effective January 1, 2019. Comparative periods were not restated. Refer to Note 1 and Note 9 of the Notes to the Consolidated Financial Statements.

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ITEM 7.    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion is intended to assist you in understanding our results of operations and our present financial condition. Our Consolidated Financial Statements and the accompanying Notes to the Consolidated Financial Statements included elsewhere in this Annual Report on Form 10-K contain additional information that should be referred to when reviewing this material.

OVERVIEW

Financial and Operating Overview

Financial and operating results for the year ended December 31, 2020 compared to the year ended December 31, 2019 are as follows:

•Natural gas production decreased 7.6 Bcf, or one percent, from 865.3 Bcf in 2019 to 857.7 Bcf in 2020. The slight decrease was driven by strategic curtailments of production during a portion of the second half of 2020 due to weaker natural gas prices.

•Average realized natural gas price for 2020 was $1.68 per Mcf, 31 percent lower than the $2.45 per Mcf price realized in 2019.

•Total capital expenditures were $569.8 million in 2020 compared to $783.3 million in 2019.

•Drilled 74 gross wells (64.3 net) with a success rate of 100 percent in 2020 compared to 96 gross wells (94.0 net) with a success rate of 100 percent in 2019.

•Completed 86 gross wells (77.3 net) in 2020 compared to 99 gross wells (97.0 net) in 2019.

•Average rig count during 2020 was approximately 2.3 rigs in the Marcellus Shale, compared to an average rig count in the Marcellus Shale of approximately 3.1 rigs during 2019.

•Repaid $87.0 million of our 6.51% weighted-average senior notes, which matured in July 2020.

Market Conditions and Commodity Prices

Our financial results depend on many factors, particularly commodity prices and our ability to market our production on economically attractive terms. Commodity prices are affected by many factors outside of our control, including changes in market supply and demand, which are impacted by pipeline capacity constraints, inventory storage levels, basis differentials, weather conditions and other factors. Our realized prices are also further impacted by our hedging activities.

Our revenues, operating results, financial condition and ability to borrow funds or obtain additional capital depend substantially on prevailing commodity prices, particularly natural gas prices. Since substantially all of our production and reserves are natural gas, significant declines in natural gas prices could have a material adverse effect on our operating results, financial condition, liquidity and ability to obtain financing. Lower natural gas prices also may reduce the amount of natural gas that we can produce economically. In addition, in periods of low natural gas prices, we may elect to curtail a portion of our production from time to time. Historically, natural gas prices have been volatile, with prices fluctuating widely, and they are likely to continue to be volatile. As a result, we cannot accurately predict future commodity prices and, therefore, cannot determine with any degree of certainty what effect increases or decreases in these prices will have on our capital program, production volumes or revenues. In addition to commodity prices and production volumes, finding and developing sufficient amounts of natural gas reserves at economical costs are critical to our long-term success.

We account for our derivative instruments on a mark-to-market basis with changes in fair value recognized in operating revenues in the Consolidated Statement of Operations. As a result of these mark-to-market adjustments associated with our derivative instruments, we will experience volatility in our earnings due to commodity price volatility. Refer to “Impact of Derivative Instruments on Operating Revenues” below and Note 6 of the Notes to the Consolidated Financial Statements for more information.

The ongoing COVID-19 outbreak, which the World Health Organization (WHO) declared as a pandemic on March 11, 2020, has reached more than 200 countries and territories and there continues to be considerable uncertainty regarding the extent to which COVID-19 will continue to spread, the development, availability and administration of effective treatments and vaccines and the extent and duration of governmental and other measures implemented to try to slow the spread of the virus and alleviate strain on the healthcare system and the economic impact of such actions. One of the impacts of the COVID-19

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pandemic has been a significant reduction in demand for crude oil, and to a lesser extent, natural gas. The supply/demand imbalance driven by the COVID-19 pandemic, as well as production disagreements among members of OPEC+, has led to significant global economic contraction generally and continues to have disruptive impacts on the oil and gas industry. While subsequent negotiations between members of OPEC+ led to an agreement to reduce production volumes in an effort to stabilize crude oil prices, crude oil prices remained at depressed levels throughout 2020 and continue to remain at depressed levels in 2021, as the oversupply and lack of demand in the market persist. Natural gas prices remained low during 2020 compared to 2019, including during the second half of 2020, in part, due to lower seasonal demand during the shoulder season of 2020 and storage levels nearing capacity. In response to the weakness of natural gas prices, we strategically curtailed our production during the second half of 2020, resulting in an estimated curtailment of approximately 16.1 Bcf of gross production.

Meanwhile, NYMEX natural gas futures prices have shown improvements since the implementation of pandemic-related restrictions and OPEC+ price disagreements. The improvements in natural gas futures prices are based on market expectations that declines in future natural gas supplies due to a substantial reduction of associated gas related to the curtailment of operations in oil basins throughout the United States will more than offset the lower demand recently experienced with the COVID-19 pandemic. While the current outlook on natural gas prices is favorable and our operations have not been significantly impacted in the short-term, in the event these disruptions continue for an extended period of time, our operations could be adversely impacted, commodity prices could continue to decline further and our costs may increase. While we are unable to predict future commodity prices, at current natural gas price levels, we do not believe that an impairment of our oil and gas properties is reasonably likely to occur in the near future; however, in the event that commodity prices significantly decline from current levels, management would evaluate the recoverability of the carrying value of our oil and gas properties.

We have implemented preventative measures and developed response plans intended to minimize unnecessary risk of exposure and prevent infection among our employees and the communities in which we operate. We also have modified certain business practices (including those related to nonoperational employee work locations and the cancellation of physical participation in meetings, events and conferences) to conform to government restrictions and best practices encouraged by the Centers for Disease Control and Prevention, the WHO and other governmental and regulatory authorities. In addition, we implemented and provided training on a COVID-19 Safety Policy containing personal safety protocols; provided additional personal protective equipment to our workforce; implemented rigorous COVID-19 self-assessment, contract tracing and quarantine protocols; increased cleaning protocols at all of our employee work locations; and provided additional paid leave to employees with actual or presumed COVID-19 cases. We also collaborated, and continue to collaborate, with customers to minimize potential impacts to or disruptions of our operations and to implement longer-term emergency response protocols. We will continue to monitor developments affecting our workforce, our customers, our service providers and the communities in which we operate, including any resurgence in COVID-19 transmission and infection, and take additional precautions as we believe are warranted.

Our efforts to respond to the challenges presented by the on-going pandemic, as well as certain operational decisions we previously implemented such as our maintenance capital program, have helped to minimize the impact, and any resulting disruptions, of the pandemic to our business and operations. We have not required any funding under any federal or other governmental programs to support our operations, and we do not expect to have to utilize any such funding. As a result, we currently believe that we are well-positioned to manage the challenges presented in a lower commodity pricing environment and can endure the current cyclical downturn in the energy industry and continued volatility in current and future commodity prices by:

•Continuing to exercise discipline in our capital program with the expectation of funding our capital expenditures with cash on hand, operating cash flows, and if required, borrowings under our revolving credit facility;

•Continuing to manage our portfolio by strategically curtailing production in periods of weaker natural gas prices;

•Continuing to optimize our drilling, completion and operational efficiencies, resulting in lower operating costs per unit of production;

•Continuing to manage our balance sheet, which we believe provides sufficient availability under our revolving credit facility and existing cash balances to meet our capital requirements and maintain compliance with our debt covenants; and

•Continuing to manage price risk by strategically hedging our production.

The impact that COVID-19 will have on our business, cash flows, liquidity, financial condition and results of operations will depend on future developments, including, among others, the duration, ultimate geographic spread and severity of the virus, any resurgence in COVID-19 transmission and infection in affected regions after they have begun to experience an improvement, the consequences of governmental and other measures designed to mitigate the spread of the virus and alleviate

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strain on the healthcare system, the development of effective treatments, actions taken by governmental authorities, customers, suppliers and other third parties, workforce availability, and the timing and extent to which normal economic and operating conditions resume.

For information about the impact of realized commodity prices on our revenues, refer to “Results of Operations” below.

FINANCIAL CONDITION

Capital Resources and Liquidity

Our primary sources of cash in 2020 were from the sale of natural gas production, including the receipt of derivative cash settlements and certain income tax receivables related to alternative minimum tax credit refunds. These cash flows were used to fund our capital expenditures, principal and interest payments on debt and payment of dividends. See below for additional discussion and analysis of our cash flows.

The borrowing base under the terms of our revolving credit facility is redetermined annually in April. In addition, either we or the banks may request an interim redetermination twice a year or in connection with certain acquisitions or divestitures of oil and gas properties. Effective April 23, 2020, the borrowing base and available commitments were reaffirmed at $3.2 billion and $1.5 billion, respectively. As of December 31, 2020, there were no borrowings outstanding under our revolving credit facility and our unused commitments remained at $1.5 billion.

A decline in commodity prices could result in the future reduction of our borrowing base and related commitments under our revolving credit facility. Unless commodity prices decline significantly from current levels, we do not believe that any such reductions would have a significant impact on our ability to service our debt and fund our drilling program and related operations.

We strive to manage our debt at a level below the available credit line in order to maintain borrowing capacity. Our revolving credit facility includes a covenant limiting our total debt. We believe that, with internally generated operating cash flow, cash on hand and availability under our revolving credit facility, we have the capacity to finance our spending plans.

At December 31, 2020, we were in compliance with all restrictive financial covenants for both our revolving credit facility and senior notes. Refer to Note 5 of the Notes to the Consolidated Financial Statements for further details regarding restrictive covenants.

Cash Flows

Our cash flows from operating activities, investing activities and financing activities are as follows:

	Year Ended December 31,
(In thousands)	2020		2019		2018
Cash flows provided by operating activities	$	778,235	$	1,445,791	$	1,104,903
Cash flows used in investing activities	(584,478)		(543,915)		(293,383)
Cash flows used in financing activities	(255,849)		(690,380)		(1,289,280)
Net (decrease) increase in cash, cash equivalents and restricted cash	$	(62,092)	$	211,496	$	(477,760)

Operating Activities. Operating cash flow fluctuations are substantially driven by commodity prices, changes in our production volumes and operating expenses. Commodity prices have historically been volatile, primarily as a result of supply and demand for natural gas, pipeline infrastructure constraints, basis differentials, inventory storage levels, seasonal influences, and other factors. In addition, fluctuations in cash flow may result in an increase or decrease in our capital expenditures.

Our working capital is substantially influenced by the variables discussed above and fluctuates based on the timing and amount of borrowings and repayments under our revolving credit facility, repayments of debt, the timing of cash collections and payments on our trade accounts receivable and payable, respectively, payment of dividends, repurchases of our securities and changes in the fair value of our commodity derivative activity. From time to time, our working capital will reflect a deficit, while at other times it will reflect a surplus. This fluctuation is not unusual. At December 31, 2020 and 2019, we had a working capital surplus of $25.5 million and $240.2 million, respectively. We believe we have adequate liquidity and availability under our revolving credit facility to meet our working capital requirements over the next twelve months.

Net cash provided by operating activities in 2020 decreased by $667.6 million compared to 2019. This decrease was primarily due to lower natural gas revenue and lower derivative settlement gains. These decreases were partially offset by favorable changes in working capital and other assets and liabilities. The decrease in natural gas revenue was primarily due to a

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decrease in realized natural gas prices and marginally lower natural gas production. Average realized natural gas prices decreased by 31 percent in 2020 compared to 2019. Natural gas production decreased by one percent for 2020 compared to 2019, which was driven by strategic curtailments of production during a portion of the second half of 2020 due to weaker natural gas prices.

Refer to "Results of Operations" for additional information relative to commodity price, production and operating expense fluctuations. We are unable to predict future commodity prices and, as a result, cannot provide any assurance about future levels of net cash provided by operating activities.

Investing Activities. Cash flows used in investing activities increased by $40.6 million from 2019 compared to 2020. The increase was due to lower proceeds of $258.8 million from sale of our investment in Meade in November 2019 and Constitution in January 2020, partially offset by $212.5 million of lower capital expenditures as a result of the implementation of our maintenance capital program in 2020 and $9.3 million of lower capital contributions associated with our equity method investments.

Financing Activities. Cash flows used in financing activities decreased by $434.5 million from 2019 compared to 2020. The decrease was due to $519.9 million of lower repurchases of our common stock in 2020 compared to 2019 and $7.4 million of lower debt issuance costs associated with the amendment of our revolving credit facility in 2019. These decreases were partially offset by $80.0 million higher net repayments of debt primarily related to maturities of certain of our senior notes in 2020 and $13.9 million of higher dividend payments related to an increase in our dividend rate in 2019.

2019 and 2018 Compared. For additional information on the comparison of operating, investing and financing cash flows for the year ended December 31, 2018 compared to the year ended December 31, 2019, refer to Financial Condition (Cash Flows) included in the Cabot Oil & Gas Corporation Annual Report on Form 10-K for the year ended December 31, 2019.

Capitalization

Information about our capitalization is as follows:

	December 31,
(Dollars in thousands)	2020		2019
Debt(1)	$	1,133,924	$	1,220,025
Stockholders' equity	2,215,707		2,151,487
Total capitalization	$	3,349,631	$	3,371,512
Debt to total capitalization	34%		36%
Cash and cash equivalents	$	140,113	$	200,227

_______________________________________________________________________________

(1)Includes $188.0 million and $87.0 million of current portion of long-term debt at December 31, 2020 and December 31, 2019, respectively. There were no borrowings outstanding under our revolving credit facility as of December 31, 2020 and 2019, respectively.

We did not repurchase any shares of our common stock during 2020. During 2019, we repurchased 25.5 million shares of our common stock for $488.5 million. During 2020 and 2019, we paid dividends of $159.4 million ($0.40 per share) and $145.5 million ($0.35 per share) on our common stock, respectively.

Capital and Exploration Expenditures

On an annual basis, we generally fund most of our capital expenditures, excluding any significant property acquisitions, with cash generated from operations and, if required, borrowings under our revolving credit facility. We budget these expenditures based on our projected cash flows for the year.

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The following table presents major components of our capital and exploration expenditures:

	Year Ended December 31,
(In thousands)	2020		2019		2018
Capital expenditures
Drilling and facilities	$	546,646	$	761,478	$	758,909
Leasehold acquisitions	5,821		6,072		29,851
Other	17,283		15,712		27,315
	569,750		783,262		816,075
Exploration expenditures(1)	15,419		20,270		113,820
Total	$	585,169	$	803,532	$	929,895

_______________________________________________________________________________

(1)Exploration expenditures include $3.6 million, $2.2 million and $97.7 million of exploratory dry hole expenditures in 2020, 2019 and 2018, respectively.

In 2020, we drilled 74 gross wells (64.3 net) and completed 86 gross wells (77.3 net), of which 26 gross wells (26.0 net) were drilled but uncompleted in prior years. In 2021, we plan to allocate substantially all of our capital to the Marcellus Shale, where we expect to drill and complete 80 net wells. Our 2021 capital program is expected to be approximately $530.0 million to $540.0 million. We will continue to assess the natural gas price environment and may increase or decrease our capital expenditures accordingly.

Contractual Obligations

We have various contractual obligations in the normal course of our operations. A summary of our contractual obligations as of December 31, 2020 are set forth in the following table:

			Payments Due by Year
(In thousands)	Total		2021		2022 to 2023		2024 to 2025		2026 & Beyond
Debt	$	1,137,000	$	188,000	$	62,000	$	575,000	$	312,000
Interest on debt(1)	162,057		40,509		73,513		41,148		6,887
Transportation and gathering agreements(2)	2,016,118		105,304		377,368		348,822		1,184,624
Operating leases(2)	44,886		5,556		9,507		9,328		20,495
Total contractual obligations	$	3,360,061	$	339,369	$	522,388	$	974,298	$	1,524,006

______________________________________________________________________________

(1)Interest payments have been calculated utilizing the rates associated with our senior notes outstanding at December 31, 2020, assuming that our senior notes will remain outstanding through their respective maturity dates.

(2)For further information on our obligations under transportation and gathering agreements and operating leases, refer to Note 9 of the Notes to the Consolidated Financial Statements.

Amounts related to our asset retirement obligations are not included in the above table due to the uncertainty regarding the actual timing of such expenditures. The total amount of our asset retirement obligations at December 31, 2020 was $86.0 million. Refer to Note 8 of the Notes to the Consolidated Financial Statements for further details.

We have no off-balance sheet debt or other similar unrecorded obligations.

Potential Impact of Our Critical Accounting Policies

Our significant accounting policies are described in Note 1 of the Notes to the Consolidated Financial Statements. The preparation of the Consolidated Financial Statements, which is in accordance with accounting principles generally accepted in the United States, requires management to make certain estimates and judgments that affect the amounts reported in our financial statements and the related disclosures of assets and liabilities. The following accounting policies are our most critical policies requiring more significant judgments and estimates. We evaluate our estimates and assumptions on a regular basis. Actual results could differ from those estimates.

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Successful Efforts Method of Accounting

We follow the successful efforts method of accounting for our oil and gas producing activities. Acquisition costs for proved and unproved properties are capitalized when incurred. Judgment is required to determine the proper classification of wells designated as developmental or exploratory, which will ultimately determine the proper accounting treatment of costs incurred. Exploration costs, including geological and geophysical costs, the costs of carrying and retaining unproved properties and exploratory dry hole costs are expensed. Development costs, including costs to drill and equip development wells and successful exploratory drilling costs to locate proved reserves, are capitalized.

Oil and Gas Reserves

The process of estimating quantities of proved reserves is inherently imprecise, and the reserves data included in this document is only an estimate. The process relies on interpretations and judgment of available geological, geophysical, engineering and production data. The extent, quality and reliability of this technical data can vary. The process also requires certain economic assumptions, some of which are mandated by the SEC, such as commodity prices. Additional assumptions include drilling and operating expenses, capital expenditures, taxes and availability of funds. Any significant variance in the interpretations or assumptions could materially affect the estimated quantity and value of our reserves and can change substantially over time. Periodic revisions to the estimated reserves and future cash flows may be necessary as a result of reservoir performance, drilling activity, commodity prices, fluctuations in operating expenses, technological advances, new geological or geophysical data or other economic factors. Accordingly, reserve estimates are generally different from the quantities ultimately recovered. We cannot predict the amounts or timing of such future revisions.

Our reserves estimate has been prepared by our petroleum engineering staff and audited by Miller and Lents, independent petroleum engineers, who in their opinion determined the estimates presented to be reasonable in the aggregate. For more information regarding reserve estimation, including historical reserve revisions, refer to the Supplemental Oil and Gas Information to the Consolidated Financial Statements included in Item 8.

Our rate of recording depreciation, depletion and amortization (DD&A) expense is dependent upon our estimate of proved and proved developed reserves, which are utilized in our unit-of-production calculation. If the estimates of proved reserves were to be reduced, the rate at which we record DD&A expense would increase, reducing net income. Such a reduction in reserves may result from lower market prices, which may make it uneconomic to drill and produce higher cost fields. A five percent positive or negative revision to proved reserves would result in a decrease of $0.02 per Mcfe and an increase of $0.02 per Mcfe, respectively, on our DD&A rate. This estimated impact is based on current data, and actual events could require different adjustments to our DD&A rate.

In addition, a decline in proved reserve estimates may impact the outcome of our impairment test under applicable accounting standards. Due to the inherent imprecision of the reserve estimation process, risks associated with the operations of proved producing properties and market sensitive commodity prices utilized in our impairment analysis, we cannot determine if an impairment is reasonably likely to occur in the future.

Oil and Gas Properties

We evaluate our proved oil and gas properties for impairment on a field-by-field basis whenever events or changes in circumstances indicate an asset's carrying amount may not be recoverable. We compare expected undiscounted future cash flows to the net book value of the asset. If the future undiscounted expected cash flows, based on our estimate of future commodity prices, operating costs and anticipated production from proved reserves and risk-adjusted probable and possible reserves, are lower than the net book value of the asset, the capitalized cost is reduced to fair value. Commodity pricing is estimated by using a combination of assumptions management uses in its budgeting and forecasting process, historical and current prices adjusted for geographical location and quality differentials, as well as other factors that we believe will impact realizable prices. In the event that commodity prices significantly decline, we would test the recoverability of the carrying value of our oil and gas properties and, if necessary, record an impairment charge. Fair value is calculated by discounting the future cash flows. The discount factor used is based on rates utilized by market participants that are commensurate with the risks inherent in the development and production of the underlying natural gas and oil.

Unproved oil and gas properties are assessed periodically for impairment on an aggregate basis through periodic updates to our undeveloped acreage amortization based on past drilling and exploration experience, our expectation of converting leases to held by production and average property lives. Average property lives are determined on a geographical basis and based on the estimated life of unproved property leasehold rights. Historically, the average property life in each of the geographical areas has not significantly changed and generally range from three to five years. The commodity price environment may impact the capital available for exploration projects as well as development drilling.

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As these properties are developed and reserves are proved, the remaining capitalized costs are subject to depreciation and depletion. If the development of these properties is deemed unsuccessful and the properties are abandoned or surrendered, the capitalized costs related to the unsuccessful activity are expensed in the year the determination is made. The rate at which the unproved properties are written off depends on the timing and success of our future exploration and development program.

Asset Retirement Obligations

The majority of our asset retirement obligations (ARO) relate to the plugging and abandonment of oil and gas wells. We record the fair value of a liability for an asset retirement obligation in the period in which it is incurred, with the associated asset retirement cost capitalized as part of the carrying amount of the related long-lived asset. The recognition of an asset retirement obligation requires management to make assumptions that include estimated plugging and abandonment costs, timing of settlements, inflation rates and discount rate. In periods subsequent to initial measurement, the asset retirement cost is depreciated using the units-of-production method, while increases in the discounted ARO liability resulting from the passage of time (accretion expense) are reflected as depreciation, depletion and amortization expense.

Derivative Instruments

Under applicable accounting standards, the fair value of each derivative instrument is recorded as either an asset or liability on the balance sheet. At the end of each quarterly period, these instruments are marked-to-market. The change in fair value of derivatives not designated as hedges are recorded as a component of operating revenues in gain (loss) on derivative instruments in the Consolidated Statement of Operations.

Our derivative contracts are measured based on quotes from our counterparties or internal models. Such quotes and models have been derived using an income approach that considers various inputs including current market and contractual prices for the underlying instruments, quoted forward commodity prices, basis differentials, volatility factors and interest rates for a similar length of time as the derivative contract term, as applicable. These estimates are derived from or verified using relevant NYMEX futures contracts or are compared to multiple quotes obtained from counterparties for reasonableness. The determination of fair value also incorporates a credit adjustment for non-performance risk. We measure the non-performance risk of our counterparties by reviewing credit default swap spreads for the various financial institutions with which we have derivative transactions, while our non-performance risk is evaluated using a market credit spread provided by one of our banks.

Our financial condition, results of operations and liquidity can be significantly impacted by changes in the market value of our derivative instruments due to volatility of commodity prices, both NYMEX and basis differentials.

Income Taxes

We make certain estimates and judgments in determining our income tax expense for financial reporting purposes. These estimates and judgments include the calculation of certain deferred tax assets and liabilities that arise from differences in the timing and recognition of revenue and expenses for tax and financial reporting purposes and estimating reserves for potential adverse outcomes regarding tax positions that we have taken. We account for the uncertainty in income taxes using a recognition and measurement threshold for tax positions taken or expected to be taken in a tax return. The tax benefit from an uncertain tax position is recognized when it is more likely than not that the position will be sustained upon examination by taxing authorities based on technical merits of the position. The amount of the tax benefit recognized is the largest amount of the benefit that has a greater than 50 percent likelihood of being realized upon ultimate settlement. The effective tax rate and the tax basis of assets and liabilities reflect management's estimates of the ultimate outcome of various tax uncertainties.

We believe all of our deferred tax assets, net of any valuation allowances, will ultimately be realized, taking into consideration our forecasted future taxable income, which includes consideration of future operating conditions specifically related to commodity prices. If our estimates and judgments change regarding our ability to realize our deferred tax assets, our tax provision could increase in the period it is determined that it is more likely than not it will not be realized.

Our effective tax rate is subject to variability as a result of factors other than changes in federal and state tax rates and/or changes in tax laws which could affect us. Our effective tax rate is affected by changes in the allocation of property, payroll and revenues among states in which we operate. A small change in our estimated future tax rate could have a material effect on current period earnings.

Contingency Reserves

A provision for contingencies is charged to expense when the loss is probable and the cost is estimable. The establishment of a reserve is based on an estimation process that includes the advice of legal counsel and subjective judgment of management. In certain cases, our judgment is based on the advice and opinions of legal counsel and other advisors, the interpretation of laws and regulations, which can be interpreted differently by regulators and courts of laws, our experience and the experiences of

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other companies dealing with similar matters, and our decision on how we intend to respond to a particular matter. Actual losses can differ from estimates for various reasons, including those noted above. We monitor known and potential legal, environmental and other contingencies and make our best estimate based on the information we have. Future changes in facts and circumstances not currently foreseeable could result in the actual liability exceeding the estimated ranges of loss and amounts accrued.

Stock-Based Compensation

We account for stock-based compensation under the fair value method of accounting in accordance with applicable accounting standards. Under the fair value method, compensation cost is measured at the grant date for equity-classified awards and remeasured each reporting period for liability-classified awards based on the fair value of an award and is recognized over the service period, which is generally the vesting period. To calculate fair value, we use a Monte Carlo valuation model, as determined by the specific provisions of the award. The use of this model requires significant judgment with respect to expected life, volatility and other factors. Stock-based compensation cost for all types of awards is included in general and administrative expense in the Consolidated Statement of Operations. Refer to Note 14 of the Notes to the Consolidated Financial Statements for a full discussion of our stock-based compensation.

Recently Adopted Accounting Pronouncements

Refer to Note 1 of the Notes to the Consolidated Financial Statements, "Summary of Significant Accounting Policies," for a discussion of recently adopted accounting pronouncements.

OTHER ISSUES AND CONTINGENCIES

Regulations

Our operations are subject to various types of regulation by federal, state and local authorities. Refer to the "Other Business Matters" section of Item 1 for a discussion of these regulations.

Restrictive Covenants

 Our ability to incur debt and to make certain types of investments is subject to certain restrictive covenants in our various debt instruments. Among other requirements, our senior note agreements and our revolving credit agreement specify a minimum annual coverage ratio of consolidated cash flow to interest expense for the trailing four quarters of 2.8 to 1.0 and a minimum asset coverage ratio of the present value of proved reserves before income taxes plus adjusted cash to indebtedness and other liabilities of 1.75 to 1.0. Our revolving credit agreement also requires us to maintain a minimum current ratio of 1.0 to 1.0. At December 31, 2020, we were in compliance with all restrictive financial covenants in both our senior note agreements and our revolving credit agreement.

Operating Risks and Insurance Coverage

Our business involves a variety of operating risks. Refer to "Risk Factors—Business and Operational Risks—We face a variety of hazards and risks that could cause substantial financial losses" in Item 1A. In accordance with customary industry practice, we maintain insurance against some, but not all, of these risks and losses. The occurrence of any of these events not fully covered by insurance could have a material adverse effect on our financial position, results of operations and cash flows. The costs of these insurance policies are somewhat dependent on our historical claims experience, the areas in which we operate and market conditions.

Commodity Pricing and Risk Management Activities

Our revenues, operating results, financial condition and ability to borrow funds or obtain additional capital depend substantially on prevailing commodity prices. Further declines in commodity prices may have a material adverse effect on our financial condition, liquidity, ability to obtain financing and operating results. Lower commodity prices also may reduce the amount of natural gas that we can produce economically. Historically, commodity prices have been volatile, with prices fluctuating widely, and they are likely to continue to be volatile. Depressed prices in the future would have a negative impact on our future financial results. In particular, substantially lower prices would significantly reduce revenue and could potentially trigger an impairment of our oil and gas properties or a violation of certain financial debt covenants. Because substantially all of our reserves are natural gas, changes in natural gas prices have a more significant impact on our financial results.

The majority of our production is sold at market prices. Generally, if the related commodity index declines, the price that we receive for our production will also decline. Therefore, the amount of revenue that we realize is determined by certain factors that are beyond our control. However, we may mitigate this price risk on a portion of our anticipated production with the

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use of financial commodity derivatives, including collars and swaps to reduce the impact of sustained lower pricing on our revenue. Under both arrangements, there is also a risk that the movement of index prices may result in our inability to realize the full benefit of an improvement in market conditions.

RESULTS OF OPERATIONS

2020 and 2019 Compared

We reported net income for 2020 of $200.5 million, or $0.50 per share, compared to net income for 2019 of $681.1 million, or $1.64 per share. The decrease in net income was primarily due to lower operating revenues and lower earnings on equity method investments, partially offset by lower operating and income tax expenses.

Revenue, Price and Volume Variance

Our revenues vary from year to year as a result of changes in commodity prices and production volumes. Below is a discussion of revenue, price and volume variances.

	Year Ended December 31,				Variance
Revenue Variances (In thousands)	2020		2019		Amount		Percent
Natural gas	$	1,404,989	$	1,985,240	$	(580,251)	(29)	%
Gain on derivative instruments	61,404		80,808		(19,404)		(24)	%
Other	231		229		2		1	%
	$	1,466,624	$	2,066,277	$	(599,653)	(29)	%

Natural Gas Revenues

	Year Ended December 31,				Variance				Increase (Decrease) (In thousands)
	2020		2019		Amount		Percent
Price variance ($/Mcf)	$	1.64	$	2.29	$	(0.65)	(28)	%		$	(562,847)
Volume variance (Bcf)	857.7		865.3		(7.6)		(1)	%		(17,404)
Total										$	(580,251)

The decrease in natural gas revenues of $580.3 million was due to lower production and lower natural gas prices. The slight decrease in production was driven by strategic curtailments of production during a portion of the second half of 2020 due to weaker natural gas prices.

Impact of Derivative Instruments on Operating Revenues

	Year Ended December 31,
(In thousands)	2020		2019
Cash received (paid) on settlement of derivative instruments
Gain (loss) on derivative instruments	$	35,218	$	138,450
Non-cash gain (loss) on derivative instruments
Gain (loss) on derivative instruments	26,186		(57,642)
	$	61,404	$	80,808

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Operating and Other Expenses

	Year Ended December 31,				Variance
(In thousands)	2020		2019		Amount		Percent
Operating and Other Expenses
Direct operations	$	73,403	$	76,958	$	(3,555)	(5)	%
Transportation and gathering	571,102		574,677		(3,575)		(1)	%
Taxes other than income	14,380		17,053		(2,673)		(16)	%
Exploration	15,419		20,270		(4,851)		(24)	%
Depreciation, depletion and amortization	390,903		405,733		(14,830)		(4)	%
General and administrative	105,391		94,870		10,521		11	%
	$	1,170,598	$	1,189,561	$	(18,963)	(2)	%
(Loss) earnings on equity method investments	$	(59)	$	80,496	$	(80,555)	(100)	%
(Loss) gain on sale of assets	(491)		(1,462)		(971)		(66)	%
Interest expense, net	54,124		54,952		(828)		(2)	%
Other expense	229		574		(345)		(60)	%
Income tax expense	40,594		219,154		(178,560)		(81)	%

Total costs and expenses from operations decreased by $19.0 million from 2019 to 2020. The primary reasons for this fluctuation are as follows:

•Direct operations decreased $3.6 million primarily due to lower production and continued efficiencies in our operations in the Marcellus Shale offset by higher workover expenses during the period.

•Transportation and gathering decreased $3.6 million due to lower throughput as a result of lower Marcellus Shale production, partially offset by higher demand charges.

•Taxes other than income decreased $2.7 million due to $3.5 million lower drilling impact fees driven by a decrease in rates associated with lower natural gas prices and a decrease in drilling activity in 2020 compared to 2019, partially offset by a $1.1 million decrease in production tax refunds that were received in 2019.

•Exploration decreased $4.9 million primarily due to a $3.5 million decrease in geological and geophysical expenses, $1.3 million decrease in employee costs and $0.9 million decrease in other exploration costs. These decreases were partially offset by higher exploratory dry hole costs of $1.4 million.

•Depreciation, depletion and amortization decreased $14.8 million primarily due to lower amortization of unproved properties of $24.4 million, partially offset by higher DD&A of $8.3 million. Amortization of unproved properties decreased due to lower amortization rates as a result of a decrease in exploration activities. The increase in DD&A was primarily due to an increase of $11.5 million related to a higher DD&A rate of $0.43 per Mcfe for 2020 compared to $0.42 per Mcfe for 2019, partially offset by a decrease of $3.2 million due to lower natural gas production volumes in the Marcellus Shale.

•General and administrative increased $10.5 million primarily due to a $12.4 million increase in stock-based compensation expense associated with certain of our market-based performance awards and a $5.0 million increase in legal expenses. These increases were partially offset by $2.5 million of lower severance costs that were incurred in the third quarter 2019 and a $5.0 million decrease in employee-related costs. The remaining changes in other general and administrative expense were not individually significant.

(Loss) earnings on Equity Method Investments

Earnings on equity method investments decreased $80.6 million primarily due to the sale of our investment in Meade in the fourth quarter of 2019 for a gain of $75.8 million and Constitution in February 2020 for a loss of $9.4 million that was previously accrued in 2019. There was no significant activity during 2020.

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Interest Expense, net

Interest expense decreased $0.8 million primarily due to $2.7 million of lower interest expense related to the repayment of $87.0 million of our 6.51% weighted-average senior notes, which matured in July 2020 and $3.5 million of interest income associated with certain income tax refunds received in the fourth quarter of 2020. These decreases were partially offset by a $3.1 million reversal of interest expense in 2019 related to certain income tax reserves previously recorded in prior periods.

Income Tax Expense

Income tax expense decreased $178.6 million due to lower pretax income and a lower effective tax rate. The effective tax rates for 2020 and 2019 were 16.8 percent and 24.3 percent, respectively. The decrease in the effective tax rate is primarily due to research and development tax credit benefits recorded in 2020 related to amended prior year returns.

2019 and 2018 Compared

We reported net income for 2019 of $681.1 million, or $1.64 per share, compared to net income for 2018 of $557.0 million, or $1.25 per share. The increase in net income was primarily due to lower operating expenses and interest expense and higher earnings on equity method investments. These increases were partially offset by lower operating revenues and higher income tax expense.

For additional information on the comparison of the results of operations for the year ended December 31, 2019 compared to the year ended December 31, 2018, refer to Management's Discussion and Analysis included in the Cabot Oil & Gas Corporation Annual Report on Form 10-K for the year ended December 31, 2019.

NON-GAAP FINANCIAL MEASURES

Explanation and Reconciliation of Non-GAAP Financial Measures

We report our financial results in accordance with accounting principles generally accepted in the United States (GAAP). However, we believe certain non-GAAP performance measures may provide financial statement users with additional meaningful comparisons between current results and results of prior periods. In addition, we believe these measures are used by analysts and others in the valuation, rating and investment recommendations of companies within the oil and natural gas exploration and production industry. The reconciliations of GAAP financial measures to non-GAAP financial measures presented in this Annual Report on Form 10-K are shown below.

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Reconciliation of Net Income to Adjusted Net Income

Adjusted net income is presented based on our belief that this non-GAAP measure enables a user of the financial information to understand the impact of these items on reported results. Adjusted net income is defined as net income plus gain and loss on sale of assets, gain and loss on derivative instruments, gain on sale of equity method investments, stock-based compensation expense, severance expense, interest expense related to income tax reserves and tax effect on selected items. Additionally, this presentation provides a beneficial comparison to similarly adjusted measurements of prior periods. Adjusted net income is not a measure of financial performance under GAAP and should not be considered as an alternative to net income, as defined by GAAP.

	Year Ended December 31,
(In thousands)	2020		2019
As reported - net income	$	200,529	$	681,070
Reversal of selected items:
Loss (gain) on sale of assets	491		1,462
(Gain) loss on derivative instruments(1)	(26,186)		57,642
(Gain) loss on sale of equity method investment	24		(66,412)
Stock-based compensation expense	43,177		30,780
Severance expense	—		2,521
Interest expense related to income tax reserves	—		(3,052)
Tax effect on selected items	(4,000)		(5,233)
Adjusted net income	$	214,035	$	698,778

_______________________________________________________________________________

(1)This amount represents the non-cash mark-to-market changes of our commodity derivative instruments recorded in gain (loss) on derivative instruments in the Consolidated Statement of Operations.

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Return on Capital Employed

Return on capital employed (ROCE) is defined as adjusted net income (defined above) plus after-tax net interest expense divided by average capital employed, which is defined as total debt plus stockholders’ equity. ROCE is presented based on our belief that this non-GAAP measure is useful information to investors when evaluating our profitability and the efficiency with which we have employed capital over time. ROCE is not a measure of financial performance under GAAP and should not be considered an alternative to net income, as defined by GAAP.

	Year Ended December 31,
(In thousands)	2020			2019
Interest expense, net	$	54,124		$	54,952
Interest expense related to income tax reserves (1)	—			3,052
Tax benefit	(12,367)			(13,241)
After-tax interest expense, net (A)	41,757			44,763
As reported - net income	200,529			681,070
Adjustments to as reported - net income, net of tax	13,506			17,708
Adjusted net income (B)	214,035			698,778
Adjusted net income before interest expense, net (A + B)	$	255,792		$	743,541
Total debt - beginning	$	1,220,025		$	1,226,104
Stockholders’ equity - beginning	2,151,487			2,088,159
Capital employed - beginning	3,371,512			3,314,263
Total debt - ending	1,133,924			1,220,025
Stockholders’ equity - ending	2,215,707			2,151,487
Capital employed - ending	3,349,631			3,371,512
Average capital employed (C)	$	3,360,572		$	3,342,888
Return on average capital employed (ROCE) (A + B) / C	7.6		%	22.2		%

_______________________________________________________________________________

(1)Interest expense related to income tax reserves is included in the adjustments to as reported - net income, net of tax.

Discretionary Cash Flow and Free Cash Flow Calculation and Reconciliation

Discretionary cash flow is defined as net cash provided by operating activities excluding changes in assets and liabilities. Discretionary cash flow is widely accepted as a financial indicator of an oil and gas company’s ability to generate cash which is used to internally fund exploration and development activities, return capital to shareholders through dividends and share repurchases, and service debt. Discretionary cash flow is presented based on our belief that this non-GAAP measure is useful information to investors when comparing our cash flows with the cash flows of other companies that use the full cost method of accounting for oil and gas producing activities or have different financing and capital structures or tax rates. Discretionary cash flow is not a measure of financial performance under GAAP and should not be considered as an alternative to cash flows from operating activities or net income, as defined by GAAP, or as a measure of liquidity.

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Free cash flow is defined as discretionary cash flow (defined above) less capital expenditures and investment in equity method investments. Free cash flow is an indicator of a company's ability to generate cash flow after spending the money required to maintain or expand its asset base. Free cash flow is presented based on our belief that this non-GAAP measure is useful information to investors when comparing our cash flows with the cash flows of other companies. Free cash flow is not a measure of financial performance under GAAP and should not be considered as an alternative to cash flows from operating activities or net income, as defined by GAAP, or as a measure of liquidity.

	Year Ended December 31,
(In thousands)	2020		2019
Net cash provided by operating activities	$	778,235	$	1,445,791
Changes in assets and liabilities	(93,273)		(85,026)
Discretionary cash flow	684,962		1,360,765
Capital expenditures	(575,847)		(788,368)
Investment in equity method investments	(35)		(9,338)
Free cash flow	$	109,080	$	563,059

Finding and Development Costs

Drill-bit finding and development cost is defined as costs incurred in exploration and development activities, as defined by GAAP, divided by reserve extensions, discoveries and other additions. Additions-Only Finding and Development Cost is defined as costs incurred in property acquisition, exploration and development activities, as defined by GAAP, divided by reserve extensions, discoveries and other additions. All-sources finding and development cost is defined as costs incurred in property acquisition, exploration and development activities as defined by GAAP divided by the total of reserve extensions, discoveries and other additions and revision of prior estimates. Drill-bit finding and development cost, additions-only finding and development cost and all-sources finding and development cost are presented based on our belief that these non-GAAP measures are useful information to investors to evaluate how much it costs to add proved reserves. These calculations do not include the future development costs required for the development of proved undeveloped reserves and may not be comparable to similarly titled measurements used by other companies.

	Year Ended December 31,
	2020		2019
Costs incurred in oil and gas property acquisition, exploration and development activities (In thousands)
Exploration costs	$	15,419	$	20,270
Development costs	546,646		761,326
Exploration and development costs (A)	562,065		781,596
Property acquisition costs, unproved	5,821		6,072
Total costs incurred (B)	567,886		787,668
Extensions, discoveries and other additions (Bcfe) (C)	1,974		2,116
Revision of prior estimates (Bcfe) (D)	(347)		47
Drill-bit finding and development costs ($/Mcfe) (A) / (C)	$	0.28	$	0.37
Additions-only finding and development costs ($/Mcfe) (B) / (C)	$	0.29	$	0.37
All-sources finding and development costs ($/Mcfe) (B) / (C + D)	$	0.35	$	0.36

ITEM 7A.    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK