Commitments and Contingencies | Commitments and Contingencies Transportation, Processing and Gathering Agreements Transportation, Processing and Gathering Commitments The Company has entered into certain transportation and gathering agreements with various pipeline carriers. Under certain of these agreements, the Company is obligated to ship minimum daily quantities, or pay for any deficiencies at a specified rate. The Company’s forecasted production to be shipped on these pipelines is expected to exceed minimum daily quantities provided in the agreements. The Company is also obligated under certain of these arrangements to pay a demand charge for firm capacity rights on pipeline systems regardless of the amount of pipeline capacity utilized by the Company. If the Company does not utilize the capacity, it can release it to others, thus reducing its potential liability. As of December 31, 2022, the Company’s future minimum obligations under transportation and gathering agreements are as follows: (In millions) 2023 $ 108 2024 159 2025 169 2026 153 2027 159 Thereafter 901 $ 1,649 Other Gathering and Processing Volume Commitments The Company has entered into certain gas processing agreements. Under certain of these agreements, the Company is obligated to process minimum daily quantities, or pay for any deficiencies at a specified rate. The Company’s forecasted production to be processed under most of these agreements is expected to exceed minimum daily quantities provided in the agreements. As of December 31, 2022, the Company’s future minimum obligations under gas processing agreements are as follows: (In millions) 2023 $ 93 2024 96 2025 96 2026 84 2027 80 Thereafter 157 $ 606 The Company also has minimum volume delivery commitments associated with agreements to reimburse connection costs to various pipelines. Under certain of these agreements, the Company is obligated to deliver minimum daily quantities, or pay for any deficiencies at a specified rate. The Company’s forecasted production to be delivered under most of these agreements is expected to exceed minimum daily quantities provided in the agreements. As of December 31, 2022, the Company’s future minimum obligations under these delivery commitments are as follows: (In millions) 2023 $ 16 2024 19 2025 13 2026 13 2027 16 Thereafter 13 $ 90 As of December 31, 2022, the Company had accrued $14 million in other non-current liabilities associated with these commitments, representing the present value of estimated amounts payable due to insufficient forecasted delivery volumes. Water Delivery Commitments The Company has minimum volume water delivery commitments associated with a water services agreement that expires in 2030. The Company is obligated to deliver minimum daily quantities, or pay for any deficiencies at a specified rate. As of December 31, 2022, the Company’s future minimum obligations under this water delivery commitment are as follows: (In millions) 2023 $ 7 2024 7 2025 7 2026 7 2027 7 Thereafter 18 $ 53 As of December 31, 2022, the Company had accrued $20 million in other non-current liabilities associated with this commitment, representing the present value of estimated amounts payable due to insufficient forecasted delivery volumes. Lease Commitments The Company has operating leases for office space, surface use agreements, compressor services, electric hydraulic fracturing services, and other leases. The leases have remaining terms ranging from one month to 23 years, including options to extend leases that the Company is reasonably certain to exercise. During the year ended December 31, 2022, the Company recognized operating lease cost and variable lease cost of $104 million and $9 million, respectively. During the year ended December 31, 2021, the Company recognized operating lease cost and variable lease cost of $23 million and $6 million, respectively. Short-term leases. The Company leases drilling rigs, fracturing and other equipment under lease terms ranging from 30 days to one year. Lease cost of $265 million and $113 million was recognized on short-term leases during the year ended December 31, 2022 and 2021, respectively. Certain lease costs are capitalized and included in Properties and equipment, net in the Consolidated Balance Sheet because they relate to drilling and completion activities, while other costs are expensed because they relate to production and administrative activities. As of December 31, 2022, the Company’s future undiscounted minimum cash payment obligations for its operating lease liabilities are as follows: (In millions) Year Ending December 31, 2023 $ 126 2024 115 2025 101 2026 38 2027 9 Thereafter 47 Total undiscounted future lease payments 436 Present value adjustment (35) Net operating lease liabilities $ 401 As of December 31, 2022, the Company’s future undiscounted minimum cash payment obligations for its financing lease liabilities are as follows: (In millions) Year Ending December 31, 2023 $ 7 2024 7 2025 4 Total undiscounted future lease payments 18 Present value adjustment (1) Net financing lease liabilities $ 17 Supplemental cash flow information related to leases was as follows: Year Ended December 31, (In millions) 2022 2021 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 104 $ 23 Financing cash flows from financing leases $ 6 $ 2 Information regarding the weighted-average remaining lease term and the weighted-average discount rate for operating and financing leases is summarized below: December 31, 2022 2021 Weighted-average remaining lease term (in years) Operating leases 4.6 5.7 Financing leases 2.7 3.7 Weighted-average discount rate Operating leases 3.3 % 2.4 % Financing leases 2.4 % 2.1 % Legal Matters Pennsylvania Office of Attorney General Matter On June 16, 2020, the Office of Attorney General of the Commonwealth of Pennsylvania (“OAG”) informed the Company that it would pursue certain misdemeanor and felony charges in a Susquehanna County Magisterial District Court against the Company related to alleged violations of the Pennsylvania Clean Streams Law. On November 29, 2022, the Company and the OAG resolved these charges, with the Company pleading no contest to one misdemeanor and the OAG dismissing the remaining charges. In addition, the Company agreed to (i) make a one-time payment of $16 million to fund a public water line (or fund permanent water treatment systems if the water line is not constructed), (ii) provide temporary water treatment pending construction of the water line (which is reimbursable from the $16 million payment), and (iii) make a donation of $2,500 to the Clean Water Fund. Concurrently, the Company and the Pennsylvania Department of Environmental Protection entered into a new Consent Order & Agreement dated November 29, 2022 (“COA”) concerning the nine-square mile area in Dimock, Pennsylvania. This COA replaced the December 15, 2010 Consent Order & Settlement Agreement and provides a framework for potential future development by utilizing horizontal drilling under the nine-square mile area, provided the Company satisfies certain conditions. The Company further agreed to (i) pay a fine of $444,000, (ii) investigate the feasibility of alleviating potential gas pressures near a specific pad, and (iii) plug and abandon various legacy wells no later than December 31, 2032. This COA also incorporates the requirements of the plea agreement regarding the $16 million payment and the provision regarding temporary water treatment. Securities Litigation In October 2020, a class action lawsuit styled Delaware County Emp. Ret. Sys. v. Cabot Oil and Gas Corp., et. al. (U.S. District Court, Middle District of Pennsylvania), was filed against the Company, Dan O. Dinges, its then Chief Executive Officer, and Scott C. Schroeder, its Chief Financial Officer, alleging that the Company made misleading statements in its periodic filings with the SEC in violation of Section 10(b) and Section 20 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The plaintiffs allege misstatements in the Company’s public filings and disclosures over a number of years relating to its potential liability for alleged environmental violations in Pennsylvania. The plaintiffs allege that such misstatements caused a decline in the price of the Company’s common stock when it disclosed in its Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2019 two notices of violations from the Pennsylvania Department of Environmental Protection and an additional decline when it disclosed on June 15, 2020 the criminal charges brought by the Office of the Attorney General of the Commonwealth of Pennsylvania related to alleged violations of the Pennsylvania Clean Streams Law, which prohibits discharge of industrial wastes. The court appointed Delaware County Employees Retirement System to represent the purported class on February 3, 2021. In April 2021, the complaint was amended to include Phillip L. Stalnaker, the Company’s then Senior Vice President of Operations, as a defendant. The plaintiffs seek monetary damages, interest and attorney’s fees. Also in October 2020, a stockholder derivative action styled Ezell v. Dinges, et. al. (U.S. District Court, Middle District of Pennsylvania) was filed against the Company, Messrs. Dinges and Schroeder and the Board of Directors of the Company serving at that time, for alleged securities violations under Section 10(b) and Section 21D of the Exchange Act arising from the same alleged misleading statements that form the basis of the class action lawsuit described above. In addition to the Exchange Act claims, the derivative actions also allege claims based on breaches of fiduciary duty and statutory contribution theories. In December 2020, the Ezell case was consolidated with a second derivative case filed in the U.S. District Court, Middle District of Pennsylvania with similar allegations. In January 2021, a third derivative case was filed in the U.S. District Court, Middle District of Pennsylvania with substantially similar allegations and it too was consolidated with the Ezell case in February 2021. On February 25, 2021, the Company filed a motion to transfer the class action lawsuit to the U.S. District Court for the Southern District of Texas, in Houston, Texas, where its headquarters are located. On June 11, 2021, the Company filed a motion to dismiss the class action lawsuit on the basis that the plaintiffs’ allegations do not meet the requirements for pleading a claim under Section 10(b) or Section 20 of the Exchange Act. On June 22, 2021, the motion to transfer the class action lawsuit to the Southern District of Texas was granted. Pursuant to the prior agreement of the parties, the consolidated derivative case discussed in the preceding paragraph was also transferred to the Southern District of Texas on July 12, 2021. Subsequently, an additional stockholder derivative action styled Treppel Family Trust U/A 08/18/18 Lawrence A. Treppel and Geri D. Treppel for the benefit of Geri D. Treppel and Larry A. Treppel v. Dinges, et al. (U.S. District Court, Southern District of Texas, Houston Division), asserting substantially similar Delaware common law claims as in the existing derivative cases, was filed in the Southern District of Texas and consolidated with the existing consolidated derivative cases. On January 12, 2022, the U.S. District Court for the Southern District of Texas granted the Company’s motion to dismiss the class action lawsuit but allowed the plaintiffs to file an amended complaint. The class action plaintiffs filed their amended complaint on February 11, 2022. The Company filed a motion to dismiss the amended class action complaint on March 10, 2022. On August 10, 2022, the U.S. District Court for the Southern District of Texas granted in part and denied in part the Company’s motion to dismiss the amended class action complaint, dismissing certain claims with prejudice but allowing certain claims to proceed. The Company filed its answer to the amended class action complaint on September 14, 2022. With respect to the consolidated derivative cases, on April 1, 2022, the U.S. District Court for the Southern District of Texas granted the Company’s motion to dismiss such consolidated derivative cases but allowed the plaintiffs to file an amended complaint. The derivative plaintiffs filed their third amended complaint on May 16, 2022. The Company filed its motion to dismiss such amended complaint on June 24, 2022, and filed its reply in support of such motion to dismiss on September 4, 2022. The Company’s motion to dismiss the consolidated derivative cases is fully briefed and is pending for decision. The Company intends to vigorously defend the class action and derivative lawsuits. In November 2020, the Company received a stockholder demand for inspection of books and records under Section 220 of the General Corporation Law of the State of Delaware (“Section 220 Demand”). The Section 220 Demand seeks broad categories of documents reviewed by the Board of Directors and minutes of meetings of the Board of Directors pertaining to alleged environmental violations in Pennsylvania, as well as documents relating to any board of directors conflicts of interest, dating from January 1, 2015 to the present. The Company also received three other similar requests from other stockholders in February and June 2021. On May 17, 2021, the Company was served with a complaint filed in the Court of Chancery of the State of Delaware by the stockholder making the February 2021 Section 220 Demand to compel the production of books and records requested. After making an agreed books and records production, the Section 220 complaint was voluntarily dismissed effective September 21, 2021. The Company also provided substantially the same books and records production in response to the other three Section 220 requests described above. It is possible that one or more additional stockholder suits could be filed pertaining to the subject matter of the Section 220 Demands and the class and derivative actions described above. Other Legal Matters The Company is a defendant in various other legal proceedings arising in the normal course of business. All known liabilities are accrued when management determines they are probable based on its estimate of the potential loss. While the outcome and impact of these legal proceedings on the Company cannot be predicted with certainty, management believes that the resolution of these proceedings will not have a material effect on the Company’s financial position, results of operations or cash flows. Contingency Reserves When deemed necessary, the Company establishes reserves for certain legal proceedings. The establishment of a reserve is based on an estimation process that includes the advice of legal counsel and subjective judgment of management. While management believes these reserves to be adequate, it is reasonably possible that the Company could incur additional losses with respect to those matters for which reserves have been established. The Company believes that any such amount above the amounts accrued would not be material to the Consolidated Financial Statements. Future changes in facts and circumstances not currently known or foreseeable could result in the actual liability exceeding the estimated ranges of loss and amounts accrued. |