Toby Rice - President, Chief Executive Officer Kyle Derham - Interim Chief Financial Officer Blue Jenkins - Executive Vice President, Chief Commercial Officer Andrew Breese - Director of Investor Relations

Ladies and gentlemen, thank you for standing by and welcome to the EQT Corporation, Q3 2019 Quarterly Results Conference Call. At this time all participants are in a listen-only mode. After the speakers presentation there will be a question-and-answer session. [Operator Instructions]. I would now like to hand the conference over to your speaker today, Andrew Breese, Director of Investor Relations. Thank you. Please go ahead, sir.

Good morning and thank you for joining today's conference call. With me today are Toby Rice, President and Chief Executive Officer; Kyle Derham, Interim Chief Financial Officer; and Blue Jenkins, Executive Vice President and Chief Commercial Officer. The replay for today's call will be available on our website for a 7-day period beginning this evening. The telephone number for the replay is 1800-585-8367, with a confirmation code of 6678269. In a moment Toby and Kyle will present our prepared remarks. Following these remarks we’ll take your questions. EQT published a new Investor Presentation this morning, which is available on the Investor Relation portion of the website and we will refer to certain slides during our prepared remarks. I'd like to remind you that today's call may contain forward-looking statements. Actual results and future events could materially differ from these forward-looking statements, because of factors described in today's earning release and the Risk Factors sector of our Form 10-K for the year ended December 31, 2018, our subsequent Form 10-Q and other filings we make from time to time with the SEC. We do not undertake any duty to update any forward-looking statement. Today's call may also contain certain non-GAAP financial measures. Please refer to this morning's Earnings Release for important disclosures regarding such measures, including reconciliations to the most comparable GAAP financial measures. With that, I'll turn the call over to Toby.

Good morning, and thank you for joining us. I'm excited to share the progress we've made in a short period of time at what we believe we can accomplish moving forward. I’ll provide an update on the 100-Day Plan and our preliminary 2020 outlook. I will also provide a brief update on our negotiation with Equitrans to amend our gathering agreements before turning the call over to Kyle to discuss third quarter results, our initiatives to improve leverage and liquidity and some quick thoughts on the gas macro. As a reminder, the goal for our 100-Day Plan was to kick start our evolution and deliver the foundational elements needed for us to achieve the cost saving targets that we discussed in our campaign. October 18 marked day-100 and I am pleased to share with you that we have successfully executed on our plan. Slide six of our presentation lays out some of the key milestones we achieved. Starting with the organization, following the annual meeting in July, we quickly added key leaders needed to complement the existing EQT team. These leaders have a proven track record of operating EQTs assets to generate basin leading operational performance and they are off to a great start. Over a dozen new leaders are offering fresh perspectives and best practices toward achieving our goals. In September we simplified our organizational structure, migrating from 58 to 15 departments and concurrently streamlined the workforce by reducing headcount by approximately 25%. These changes enabled greater communication, accountability and have led to a much more nimble, proactive organization. We expect to save approximately $65 million of gross, general and administrative costs in 2020 consisting of $35 million reduction in SG&A expense and a $30 million reduction in capitalized overhead. As it relates to our technological initiatives, we have…

Thanks Toby. I’ll briefly touch on a couple of notable items in the third quarter, provide updates on our 2019 guidance, and discuss our initiatives to improve leverage and liquidity, and then touch on the gas macro. In the third quarter we achieved net sales volumes of 381 Bcfe at the high end of our guidance range. Our third quarter CapEx was $475 million, which is $380 million or 44% lower compared to the third quarter of 2018. This is also a $25 million favorable compared to our expectations coming into the quarter, which is primarily the result of better fueled execution. Adjusted operating cash flow and adjusted free cash flow for the quarter were negatively impacted by two items worth noting, that could not be adjusted out of the metrics. First, we recorded a proxy transaction and reorganization related expenses of $77 million during the quarter. This was primarily driven by the organizational streamlining in September that reduced our workforce by 25%, as well as changes to the executive leadership team. Second, we recorded an increase in royalty and litigation reserves of $37 million. We feel that our improvements and operational planning, and partnering with landowners will translate the lower litigation spend in the future. Excluding these two items, adjusted operating cash flow and adjusted free cash flow would have been approximately $115 million higher for the quarter and well above consensus estimates. Turning to fourth quarter 2019 guidance, we expect net sales volumes of $355 Bcfe to 375 Bcfe, a 4% decline from the third quarter at the midpoint. This is driven by changes to the operation schedule and implementation of our Choke Management Program. Average differentials are expected to be negative -$0.45 to negative -$0.25 per Mcfe. We expect CapEx to be $320 million to $370 million,…

I'd like to summarize the key points from today's call. 100-Day Plan has positioned EQT for long term success. We believe we will reduce EQTs controllable costs by 25% in 2020, which will drive $400 million of annual cost savings, assuming a maintenance development program. This is allowing EQT to generate $200 million to $300 million of 2020 adjusted free cash flow at strip prices. With the operating model in place, we are now focused on negotiating our gathering fees lower and believe this will firmly position EQT as the lowest cost gas operator, with the deepest inventory of Tier 1 locations, and not just the Appalachian Basin, but the entire U.S. We remain committed to investment grade ratings and are focused on executing on our debt reduction plan by mid-2020 to maintain investment grade metrics. With that, I'll turn it over to the operator for Q&A.

[Operator Instructions]. Your first question comes from the line of Arun Jayaram from J.P. Morgan. Your line is open.

Yeah, good morning gents. Kyle, I wanted to start with you. You know looking at your unit cost guidance for 2020, it does highlight about an $0.08 per Mcfe increase despite the fact that MVP, I think your now anticipating that to be on in 2021. Can you go through some of the moving pieces there and secondly just maybe characterize you know your confidence in terms of the negotiations with E-Train to receive a successful win-win kind of outcome this quarter.

Hi, thanks. This is Toby, I'll take that. So just walking through our unit costs, you know gathering is going to be up $0.05. This is largely coming from underutilized MVC that we have. So when we look at our gross production, while we do have our MVC’s covered across all systems, there are certain areas that are under the MVC volume threshold. So we're working on some creative solutions to reduce the underutilized MVCs, but this is something that can be solved with the renegotiation with Equitrans. On the transport side of things, this is up a little bit, but that's due to new contracts coming online. When we look at our LOE cast, it’s coming up a couple cents. This is due to a little bit of a slowdown in completion activity, so our water disposal costs are going up a little bit. We think that the key is to getting this back in line to 2019 levels. It can be helped with more efficient scheduling on the produced water side of things. Also, our choke management program is going to led to less wear and tear on our production facilities, so that would decrease some of the part repairs that make up our LOE costs. And then on top of all this basis differentials are expected to be $0.05 lower than our 2019 and this offsets some of these increases going forward. To your second point on our E-Train comp, our confidence and renegotiating our gatherings with E-Train for a win-win solution. You know I think the things that give me confidence is we have a lot to offer. I think we can increase the amount of quality revenues that E-Trains receives and that's through increasing our MVCs commitment. We can increase that substantially and then also we've got a lot of undedicated leasehold in West Virginia that is going to be competing for our capital going forward. So I think with those couple things, it could make a great set up for a great deal with E-Train.

Great! And my second question gents, have you been in contact yet with the rating agencies regarding the $1.5 billion asset monetization program that you unveiled this morning, and just wanted to know if you could maybe highlight you know priorities between you know looking at a mineral sell versus upstream assets that you highlighted on slide 16.

Yes, sure. We have not spoken with the agencies about the specific debt reduction plan. Obviously we've been speaking to them leading up to earnings and obviously Equitrans are retains. Equitrans has always been a divestiture candidates and the intended use of proceeds there has always been for debt reduction. But we’re going to be speaking with them next week to walk them through this plan, our commitment to it and to do it in the near term, right. We're targeting executing this by mid-year of 2020. Your second question, with respect to priority on looking at slides 16 of all the options that we have, you know we’re evaluating all of these. I think they are all actionable and all actionable in the near term, so I wouldn't give any preference to one or the other, but they are all being evaluated today.

Great! Thanks a lot.

Your next question comes from a line of Brian Singer from Goldman Sachs. Your line is open.

Thank you. Good morning. I wanted to follow-up on slide 16 with the detail that you’ve provided on the potential divestiture candidates. A couple of questions; first, how if at all is the timeline and need to renegotiate the Equitrans contracts related to the timeline to consider the divestiture of your steak. And in your free cash flow of $200 million to $300 million for the company overall, does that include the distributions from Equitrans? Maybe I’ll start there and then I've got one other on slide 16.

Sure. I'll start with the last question first. Yes, our adjusted free cash flow guidance in 2020 includes a $90 million dividend from Equitrans, so that’s included there. And then the first part of your question, remind me what that was.

Yeah, is the timeline the same in terms of renegotiating Equitrans contracts and then also considering the divestiture of your steak, is there any one that you would want to come before the other or maybe the other way around. Do you see your ownership of Equitrans as helpful in terms of your ability to get that renegotiation completed?

Sure. I think you know we're looking at and we’re approaching this E-Train renegotiation as something that's going to be positive for both companies, so we will continue to hold the E-Train stake as we get through these negotiations.

Great! And then separately you talked about in your – in slide 11, the production trajectory by quarter flattish in the second half of next year and up relative to the second quarter. You mentioned on your prepared comments that you kind of make a decision and I might be paraphrasing here whether or not you want to grow and what the right rate of growth is. Can you just talk about what would go into that as you think about the right activity level? And are you essentially set up for flat production at the end of 2020?

Yes, so what we've laid out for 2020 gives us optionality for potential growth in ’21. We've got enough CapEx budgeted in ‘20 to either stay flat in ‘21 or grow depending on a number of items that we laid out earlier. How things go with Equitrans and the renegotiation in gas prices and then just as our longer term development plan comes together.

Is there a further reduction in cost that you would want to see to stay at the current commodity strip. Growth makes sense for 2021 or if commodity prices don't change, what in aggregate would you need to see to say its worth stepping up on the activity level.

Yes, so this is Toby. I would say that you know the cost reductions that we're looking for in the future are going to be coming more on the unit cost side of things. So seeing a reduction in gathering fee relief is – I mean the goal of this deal for us is to achieve meaningful fee relief that allows us to grow at 250 gas price environment and generate free cash flow, so that's what we’re looking to try and achieve with this renegotiation and that would change our approach going forward.

Thank you.

Your next question comes from the line of Josh Silverstein from Wolfe Research. Your line is open.

Yeah, thanks. Good morning guys. You outlined at the $200 million to $300 million of free cash flow this year. I think it was highlighted before that some of that is from the E-Train distributions. How sustainable is that to you given the reduction and maintenance level spending going into 2021. Once you divest E-Train you don't have the cash tax benefits and some of the hedge benefits roll off. Is that a good number for 2021 as well?

Yeah, we certainly haven't guided the ‘21 free cash flow, but you know expect if we lose Equitrans dividends and the tax benefits, that will be made up by lower CapEx expenditures given we’ll have a full year of well cost reductions baked. Then obviously we’re hopeful on the Equitrans gathering fee renegotiation. We’ll add some cash flow as well if we're successful there.

Got it. And then I was also curious if there were any non-cash flow producing assets that might be divestiture candidates as well. You know obviously some of your peers are going down the same path as well of divesting cash flow and it hasn’t necessarily been rewarded in the stock price yet. So I just wanted to see if there were any other assets out there.

Not really that someone would pay something meaningful for I think the mineral interest side of things. There's an implicit – you know you get credit for some undeveloped value and how some of those deals are structured, and so yeah, that would be one example where we'd be able to generate some proceeds from non-cash flowing assets.

And I know you haven't fully disclosed this program yet with the rating agencies, but in your view is the $1.5 billion debt reduction more important than a leverage ratio going down. I'm just trying to get a sense as to what might be more important. Is it absolute debt, because you're going to be losing EBITDA if you go in and divest in these assets.

Yeah, that's right. Both are important, but when we look at the numbers, executing this debt reduction program in addition to the free cash flow generation net-net is going to lower our leverage profile and we'll be able to maintain investment grade metrics. Also it has the added benefit of bringing in proceeds which help us manage our maturities that are upcoming.

Great! Thanks guys.

Your next question comes from the line of Michael Hall from Heikkinen Energy. Your line is open.

Thanks, good morning. I was curious if you could discuss a little bit more on the progress you've made in the West Virginia well cost side of things. Kind of what the key drivers of those improvements have been and then, you know like how material is that in helping West Virginia compete for capital and what do you think kind of long dated you know cost per foot goals might be for that asset at this point given what you learned over the last 100 days.

Sure. Michael, I'd ask you to turn to slide 11. You know on the top right there we've shown our West Virginia Marcellus activity, and we sort of ordered these bar charts from Turned-in-line to Spud and you can see one of the big drivers in our cost performance is going to be from us increasing lateral lengths. We're going from – the wells that are – sort of have been in progress are going to be turning-in-line and are almost 9,000 feet and that the new wells that we’re spuding in West Virginia in 2020 are going to be almost 12,000 foot laterals. So that's going to be you know one of the largest drivers of our cost savings in the West Virginia Marcellus. The other thing that we're focused on is you know we're doing some acreage trades to be able to allow us to continue to put long laterals on the schedule.

Okay, and what is I guess – I mean, I think you said $900 a foot this last quarter for West Virginia if I got that right. I mean what are you trying to get that down to or what do you think you can get that down to?

Yeah Michael, so in 2020 we had that around $900 a foot and you know we expect that to continue to come down as we get a more consistent schedule that has 12,000 foot laterals. That could come down closer to less than $800 a foot.

Okay, that's helpful. And then I mean – I guess it's worth asking. Any sense on quantifying what sort of impact you think this rate relief might provide, putting any sort of guard rails around that for us.

No Michael, while we’re in negotiations we're not going to provide guidance on that.

Yeah, I figured. It sounds good. I appreciate it guys. Congrats on the progress.

Your next question comes from a line of Holly Stewart from Scotia Howard Weil. Your line is open.

Good morning gentleman. Maybe just one other quick follow up on slide 16. What is assumed in the EBITDA guidance, since your highlighting for 2020, since you are highlighting you know potential divestitures that would impact that?

Yeah, good question Holly, its Kyle. So our 2020 guidance across the Board does not assume asset sales. We wanted to show what the business was capable of today, status quo. On slide 16 there are multiple ways we can get to that $1.5 billion of monetization and we’ll provide updates to guidance as we announce them. In general free cash flow will decrease after selling assets, but that'll be offset by decreases with savings from interest expense, from repaying debt. So net-net I think full execution of our debt reduction program gets us towards the lower end of our guidance range, potentially below it on free cash flow, but it allows us to maintain investment grade metrics, brings in liquidity ahead of the upcoming maturities and obviously that’s a big focus for us.

Yeah, and maybe Kyle just to follow on to that. Do you have – do you’ll have the sense of what the reading agencies want to see that you have accomplished as that you’ve reviewed the business and the rating.

Yeah, they want to see us maintain investment grade metrics and for us to do that, that's divesting assets generating free cash flow and so I really think it's this plan specifically is what they want to see.

Executing on it? Okay, and then maybe just one final one form me. Toby you didn't mention any part of the, I guess the water conversations and usually that we are highlighted with gathering fee adjustments with the conversation with E-Train. Is that still a part of the conversation?

Yeah, you know the focus has been on the biggest needle mover for us, which is on the gathering, but certainly water would be a natural follow-on discussion for us to have.

Okay. Alright, thanks guys.

Your next question comes from the line of Sameer Panjwani from Tudor, Pickering, Holt & Company. Your line is open.

Hey guys, good morning. So you highlighted minerals as the potential monetization candidate, but I wanted to see if you’ve given any thought as to how low your willing to take that NRI from about 84% on average. And then maybe as you’ve had conversations with counterparties on this, are the early implications on valuation holding up to what we've seen recently from peer transactions or has kind of that benchmark changed drastically in you know the past few weeks?

Yeah, we don't have a specific NRI target in mind today and having gotten into valuation discussions as of today. That said, we think that what we're offering is a pretty compelling investment to a wide universe of investors. Actually have the largest production base in the country across our massive undeveloped acreage position, the core of the Marcellus. So we are pretty excited about what we’d be able to do with the deal structure around these minerals.

Okay, that's helpful. And then on the renegotiation, I wanted to make sure I understood a few things correctly. I thank you mentioned the timing of the lower gathering rates would be concurrent with the start-up of MVP. So if the project continues to get delayed, would that also delay the lower gathering rates for EQT. And then on a more nuance note, I think you also highlighted potential increase to MVC's, but right now they are shortfall fees. So what am I missing there?

Yes, so that's correct on the timing. You know one of the things that we’ll be looking to do is to establish sort of a global area, so that we get away from having trying to balance 19 different capacity areas in the associate MVCs within each area. So, you know that would be an increase, a step-up in MVC's. It would be paired with the elimination of all these individual areas, and I think that would give us greater flexibility to focus our development on you know where the combo development makes – is available for us and be able to deliver volumes and meet our MVC commitments to Equitrans.

Okay, great. Thanks guys.

Your next question comes from a line of Ross Payne from Wells Fargo. Your line is open.

How you doing guys? For just a little bit of clarification, does the 2020 budget include savings in the second half because of your restructuring some of your rates there? And second of all, if MVP is delayed again, are you still committed to selling Equitrans midyear?

Yeah, we don’t assume any fee release in any of our guidance numbers and we're committed to divesting Equitrans in the next nine months, regardless of the MVP timing.

Okay, thanks so much.

Your next question comes from a line of Welles Fitzpatrick from SunTrust. Your line is open.

Hey, good morning. Just a quick clarification one for me to start. Kyle, I think you said that we could see exit-to-exit declines at the end of your statement. Was that for the Marcellus specifically or was that for the lower 48 as a whole?

Both frankly I think are possible based on where we see rig count going over the next three to four months. And that’s not just our view, that’s a couple of industry analysts who are starting to look at where supply could shake out for the lower 48, and could see that scenario playing out.

Yes. No, good to hear. And then a follow-up on the 50,000 core fee acres. Can you give some sort of production metric that might go along with that, so we might be able to back into a price using some of these recent comps?

Yeah, if I'm not mistaken, I believe some of the transactions range has been able to execute. It's really more on a cash flow multiple basis, has been in the 12x to 13x cash flow.

And can you give us any incline as to the cash flow on that 50,000 core fee acres?

Yeah, I mean it would be – we can kind of carve out whatever we want on the royalty side and include these fee acres as part of it. So we can kind of design whatever mineral structure we want.

Okay, great. So it's almost a plug to get the 1.5 [ph]; that makes sense. That’s all I have. Thanks guys.

Your next question comes from the line of Drew Venker from Morgan Stanley. Your line is open.

Good morning guys. Thanks for all the color on 2020. Regarding the asset sales, can you give us any more detail on the E&P assets that you identified? You said I believe outside of the Marcellus Fairway, but any more color would be helpful.

Yes Drew, I would say our focus is going to be on – in this fairway, so everything is just going to be outside of that and there's just some of the pruning that needs to happen and by setting some of these noncore assets that are outside the fairway is one of the things that could help you know focus our development and reduce some of our operating expenses as well.

Yes, so specifically Southern West Virginia, Central PA, Ohio, those are assets that are on the table.

Okay, and Ohio including the entire Utica?

The Ohio, Utica, yes.

Right, okay. I guess one other one just on financing and addressing the maturities. Would just launching a bond offering today be one solution to refinancing the '20 and '21 maturities?

Yes, absolutely. We have market access today. We've seen our 27 notes rally pretty significantly in the last two weeks, especially after this morning's announcement. So yes, we have access today but we also know executing some of these monetizations will only help to drive terms on a potential bond offering. So we'll continue to opportunistically evaluate the market.

Thanks.

Your next question comes from the line of Jane Trotsenko from Stifel. Your line is open.

Thanks. Good morning, and thanks for taking my questions. Looking at slide nine, can you maybe talk about the key drivers for lower well cost apart from the longer laterals and maybe what has been driving the outperformance year-to-date?

Sure. Well, looking at slide nine, it was our original expectation on when we could achieve these cost savings. I think some of the things that are allowing us to do this faster than we thought, one has to be a little bit of a softer service price environment, certainly accelerates that; and two, I think we've been able to put together a much higher-quality schedule in a shorter period of time than we originally anticipated.

Okay, I have a follow-up question. In terms of changes that you are making to well designs, you mentioned longer laterals. Do you do any other changes maybe like proppant lodgings or spacing?

Yes. I mean there's 40 different parameters that we've identified that have the ability to impact economics of our wells by plus or minus 5%. So yes, we've made changes to some of – the bigger ones would be proppant loadings, clusters, number of clusters per stage, water loading. So yes, we've – and we're adding some new technology and that we're testing out now. So we have a proven well design that we're putting in, but we're also evolving that well design to adapt to the environment that we're in.

I see. Can you guys talk maybe in terms of is it like higher proppant loadings or wider spacing directionally?

Yes. It's the same, very similar well design that we executed at Rice Energy that led to basin leading well productivity and so that same well design, we're just spacing it out to 1000 feet, and we actually published our type curve this morning on the website. We expect that to generate an EUR of around 2.4 Bcf per 1000.

Got it. This is very helpful. And my last question is related to G&A expense and I saw that you included the impact of royalty and litigation reserve. I'm just curious if it's going to impact cash flow one day.

Yes. So we've accrued for everything which we feel a loss is probably that we know of today. Going forward, I think one of the benefits of us doing things the right way and having a connected organization is it will minimize the impact of these type of issues going forward.

I see, but we shouldn't be expecting a kind of – do you expect it to happen in 4Q as well? I just saw that that happened in 3Q and then we had the one-off impact on G&A in 2Q.

Yes. I mean we've accrued for everything that we know of today and it's tough for us to predict out in the future, but building a sustainable business of doing things the right way is going to be our safeguard against unexpected litigation expenses in the future.

Okay, got it. Thank you so much.

There are no further questions at this time. Mr. Toby Rice, I turn the call back over to you.

Thanks everyone for participating on our call today. You know we're proud of the work we've done so far and look forward to executing on our plans going forward. I'd like to close out our first full quarter by thanking our employees for their hard work and dedication. Thank you.

Ladies and gentlemen, this concludes today's conference call. Thank you for participating. You may now disconnect.