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Item 8. Financial Statements and Supplementary Data

2025-02-19 compared with 2024-02-14 · 1040 added, 582 removed, 925 unchanged (64% of the section changed)

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Statements of Consolidated Operations

Statements of Consolidated Comprehensive Income (Loss)

Statements of Consolidated Comprehensive Incom e

Consolidated Balance Sheets

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Depreciation, depletion and amortization ('DD&A') of proved oil and natural gas properties

Description of the Matter At December 31, 2023, the net book value of the Company's proved oil and natural gas properties was $19,737 million, and depreciation, depletion and amortization (DD&A) expense was $1,732 million for the year then ended.

Description of the Matter At December 31, 2024, the net book value of the Company's proved oil and natural gas properties was $19,497 million, and depreciation and depletion (DD&A) expense of the Company's Production segment was $2,017 million for the year then ended.

As described in Note 1, under the successful efforts method of accounting, DD&A is recorded on a cost center basis using the units-of-production method.

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Total proved reserves, also estimated by the Company's engineers, are used to calculate depletion on property acquisitions.

Proved natural gas, natural gas liquids (NGLs) and oil reserve estimates are prepared using standard geological and engineering methods generally recognized in the petroleum industry based on evaluations of estimated in-place hydrocarbon volumes using financial and non-financial inputs.

Significant judgment is required by the Company's engineers in interpreting the data when estimating proved natural gas, NGLs and oil reserves.

Proved natural gas, natural gas liquids (NGLs) and oil reserve estimates are based on geological and engineering evaluations of in-place hydrocarbon volumes.

Significant judgment is required by the Company’s engineers in evaluating geological and engineering data when estimating proved natural gas, NGLs and oil reserves.

Estimating reserves also requires the selection of inputs, including natural gas, NGLs and oil price assumptions and future operating and capital costs assumptions, among others.

Because of the complexity involved in estimating natural gas, NGLs and oil reserves, management used independent engineers to audit the estimates prepared by the Company's internal engineers as of December 31, 2024.

Auditing the Company's DD&A calculation is especially complex because of the use of the work of the internal engineers and the independent engineers and the evaluation of management's determination of the inputs described above used by the specialists in estimating proved natural gas, NGLs and oil reserves.

How We Addressed the Matter in Our Audit We obtained an understanding, evaluated the design and tested the operating effectiveness of the Company's controls over its process to calculate DD&A, including management’s controls over the completeness and accuracy of the financial data provided to the specialists for use in estimating the proved natural gas, NGLs and oil reserves.

Auditing the Company's DD&A calculation is especially complex because of the use of the work of the internal engineers and the independent engineers and the evaluation of management's determination of the inputs described above used by those engineers in estimating proved natural gas, NGLs and oil reserves.

How We Addressed the Matter in Our Audit We obtained an understanding, evaluated the design and tested the operating effectiveness of the Company's controls over its process to calculate DD&A, including management’s controls over the completeness and accuracy of the financial data provided to the internal and external engineers for use in estimating the proved natural gas, NGLs and oil reserves.

Our audit procedures included, among others, evaluating the professional qualifications and objectivity of the Company engineer primarily responsible for overseeing the preparation of the reserve estimates by the internal engineering staff and the independent engineers used to audit the estimates.

In addition, we evaluated the completeness and accuracy of the financial data and inputs described above used by the specialists in estimating proved natural gas, NGLs and oil reserves by agreeing them to source documentation and we identified and evaluated corroborative and contrary evidence.

In addition, we evaluated the completeness and accuracy of the financial data and inputs described above used by the internal and external engineers in estimating proved natural gas, NGLs and oil reserves by agreeing them to source documentation and we identified and evaluated corroborative and contrary evidence.

For proved undeveloped reserves, we evaluated management's development plan for compliance with the SEC rule that undrilled locations are scheduled to be drilled within five years, unless specific circumstances justify a longer time, by assessing consistency of the development projections with the Company's drill plan and the availability of capital relative to the drill plan.

We also tested the mathematical accuracy of the DD&A calculations, including comparing the proved natural gas, NGLs, and oil reserves amounts used in the Company's reserve report.

Valuation of Acquired Natural Gas and Oil Properties

Description of the Matter As described in Note 6 to the consolidated financial statements, on August 22, 2023, the Company completed the acquisition of THQ Appalachia I, LLC and THQ-XcL Holdings I, LLC and subsidiaries.

The Company’s accounting for the acquisition included determining the fair value of the acquired natural gas and oil properties.

The determination of fair value of the acquired natural gas and oil properties included significant judgment and assumptions by management, including future commodity prices, anticipated production volumes, future operating and development costs, and a weighted average cost of capital (WACC).

Auditing the Company's valuation of acquired natural gas and oil properties involved a high degree of subjectivity as the determination of fair value was based on assumptions as described above about future market and economic conditions.

In addition, certain of the assumptions developed by the Company’s internal engineers in conjunction with the reserve estimates described in the preceding critical audit matter are used as inputs in the cash flow model.

We also tested the mathematical accuracy of the DD&A calculations, including comparing the proved natural gas, NGLs, and oil reserves amounts used to the Company's reserve report.

Valuation of Acquired property, plant and equipment and the investment in the MVP Joint Venture related to the Equitrans Midstream Merger

Description of the Matter As described in Note 6 to the consolidated financial statements, on July 22, 2024, the Company completed the Equitrans Midstream Merger.

The Company's accounting for the Equitrans Midstream Merger included determining the fair value of the acquired property, plant and equipment (PP&E) and the investment in the MVP Joint Venture.

The determination of fair value of the PP&E and investment in the MVP Joint Venture included significant judgment and assumptions by management, including future revenue, future operating costs, and a market-based discount rate.

Auditing the Company's valuation of PP&E and the investment in the MVP Joint Venture involved a high degree of subjectivity as the determination of fair value was based on assumptions as described above which include future market and economic conditions.

How We Addressed the Matter in Our Audit We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the Company's process to estimate fair value for the acquired natural gas and oil properties.

For example, we tested controls over management's assessment of the appropriateness of the significant assumptions that are inputs to the fair value calculation and management’s review of the valuation model.

Our audit procedures included, among others, evaluating the professional qualifications and objectivity of the Company engineer primarily responsible for overseeing the preparation of the reserve estimates by the internal engineering staff, the independent engineers used to audit the estimates, and the external valuation specialist used to assist with the determination of the fair value of certain acquired assets.

Our testing of the Company’s estimate of fair value of the acquired natural gas and oil properties included, among other procedures, evaluating the significant assumptions used and testing the completeness and accuracy of the underlying data.

The audit effort involved the use of our valuation specialists to assist in evaluating the appropriateness of the methodology used in the cash flow model, as well as testing the significant market-related assumptions described above used to develop the fair value estimate.

We evaluated the reasonableness of management's assumptions by comparing the key market-related assumptions (including future natural gas prices and WACC rates) used in the cash flow model to external market and third-party data and anticipated production volumes to the reserve estimates audited by the independent engineers.

Our audit procedures included, among others, evaluating the professional qualifications and objectivity of the external valuation advisors used to assist with the determination of the fair value of certain acquired assets.

Our testing of the Company's estimate of fair value of the PP&E and investment in the MVP Joint Venture included, among other procedures, evaluating the significant assumptions used and testing the completeness and accuracy of the underlying data.

The audit procedures involved the use of our valuation specialists to assist in evaluating the appropriateness of the methodology used in the cash flow model, as well as testing the significant market-related assumptions described above used to develop the fair value estimate.

We assessed the reasonableness of management's assumptions by comparing the key market-related assumptions, such as the market-based discount rate used to develop the fair value estimates.

Accounting for the new Midstream Joint Venture

Description of the Matter As more fully described in Note 8 to the consolidated financial statements, on November 22, 2024, the Company entered into a contribution agreement (the Contribution Agreement) with an affiliate of Blackstone Credit & Insurance (the BXCI Affiliate) to form a new midstream joint venture (the Midstream Joint Venture).

On December 30, 2024, the transactions contemplated by the Contribution Agreement were consummated and, among other things, (i) EQM and certain of its subsidiaries contributed certain midstream assets (through the contribution of certain entities and equity interests) to the Midstream Joint Venture in exchange for 364,285,715 Class A Units in the Midstream Joint Venture and (ii) the BXCI Affiliate contributed $3.5 billion of cash (net of certain transaction fees and expenses) to the Midstream Joint Venture in exchange for 350,000,000 Class B Units in the Midstream Joint Venture (the Class B units).

The Company determined the Class B units should be classified as noncontrolling interests within permanent equity.

We identified management's evaluation of whether the Class B units should be classified as noncontrolling interests within permanent equity as a critical audit matter.

Management applied judgment in assessing relevant terms, provisions, and other conditions, relative to the applicable accounting guidance, to determine the appropriate classification of the Class B units noncontrolling interests.

Auditing these assessments made by management involved challenging auditor judgment due to the extent of specialized skills or knowledge required.

How We Addressed the Matter in Our Audit We obtained an understanding, evaluated the design, and tested the operating effectiveness of controls over the Company's accounting for the Midstream Joint Venture.

For example, we tested controls over the initial recognition and measurement of the Midstream Joint Venture, including the recording of the noncontrolling interest.

To test the initial accounting for the Midstream Joint Venture, our audit procedures included, among others, inspection of the underlying agreements and testing management's application of the relevant accounting guidance, including the determination of the balance sheet classification of the noncontrolling interest.

We involved professionals with specialized skill and knowledge to assist in evaluating the appropriateness of the accounting for the Midstream Joint Venture, including conclusions reached with respect to the recognition of the noncontrolling interest.

/s/ Ernst & Young LLP

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In our opinion, EQT Corporation and subsidiaries (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2023 and 2022, the related consolidated statements of operations, comprehensive income (loss), cash flows and equity for each of the three years in the period ended December 31, 2023 and the related notes and the financial statement schedule listed in the Index at Item 15(a), and our report dated February 14, 2024 expressed an unqualified opinion thereon.

As indicated in the accompanying Managements’ Report on Internal Control Over Financial Reporting, management’s assessment of and conclusion on the effectiveness of internal control over financial reporting did not include the internal controls of Equitrans Midstream which are included in the 2024 consolidated financial statements of the Company and constituted approximately 25% of total assets as of December 31, 2024 and approximately 5% of total operating revenues for the year then ended.

Our audit of internal control over financial reporting of the Company also did not include an evaluation of the internal control over financial reporting of Equitrans Midstream.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2024 and 2023, the related consolidated statements of operations, comprehensive income, cash flows and equity for each of the three years in the period ended December 31, 2024 and the related notes and the financial statement schedule listed in the Index at Item 15(a), and our report dated February 19, 2025 expressed an unqualified opinion thereon.

Basis for Opinion

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Gain (loss) on derivatives 51,117 1,838,941 ( 4,642,932 )

Net marketing services and other 25,214 26,453 35,685

Pipeline, net marketing services and other 287,826 25,214 26,453

Total operating revenues 5,273,309 6,908,923 7,497,689

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Production 377,007 239,001 298,388

Operating and maintenance 110,393 15,699 2,597

Exploration 2,735 3,330 3,438

Selling, general and administrative 336,724 236,171 252,645

Depreciation and depletion 1,732,142 1,665,962 1,676,702

Loss (gain) on sale/exchange of long-lived assets 17,445 ( 8,446 ) ( 21,124 )

Impairment of contract asset — 214,195 —

Depreciation, depletion and amortization 2,162,350 1,732,142 1,665,962

(Gain) loss on sale/exchange of long-lived assets ( 764,044 ) 17,445 ( 8,446 )

Impairment and expiration of leases 97,368 109,421 176,606

Impairment of contract asset — — 214,195

Other operating expenses 349,864 84,043 57,331

Total operating expenses 4,588,013 4,594,512 4,779,692

Operating income (loss) 2,314,411 2,717,997 ( 1,360,975 )

Operating income 685,296 2,314,411 2,717,997

(Income) loss from investments ( 76,039 ) ( 7,596 ) 4,931

Dividend and other income ( 1,231 ) ( 11,280 ) ( 19,105 )

Other income ( 25,983 ) ( 1,231 ) ( 11,280 )

Loss on debt extinguishment 68,299 80 140,029

Interest expense, net 454,825 219,660 249,655

Income (loss) before income taxes 2,103,498 2,334,662 ( 1,569,538 )

Income tax expense (benefit) 368,954 553,720 ( 428,037 )

Net income (loss) 1,734,544 1,780,942 ( 1,141,501 )

Net (loss) income attributable to noncontrolling interests ( 688 ) 9,977 1,246

Net income (loss) attributable to EQT Corporation $ 1,735,232 $ 1,770,965 $ ( 1,142,747 )

Income (loss) per share of common stock attributable to EQT Corporation:

Income before income taxes 264,194 2,103,498 2,334,662

Income tax expense 22,079 368,954 553,720

Net income 242,115 1,734,544 1,780,942

Net income (loss) attributable to noncontrolling interests 11,538 ( 688 ) 9,977

Net income attributable to EQT Corporation $ 230,577 $ 1,735,232 $ 1,770,965

Income per share of common stock attributable to EQT Corporation:

Weighted average common stock outstanding 509,597 380,902 370,048

Net income (loss) attributable to EQT Corporation $ 4.56 $ 4.79 $ ( 3.54 )

Net income attributable to EQT Corporation $ 0.45 $ 4.56 $ 4.79

Diluted (Note 12):

Weighted average common stock outstanding 514,593 413,224 406,495

Net income (loss) attributable to EQT Corporation $ 4.22 $ 4.38 $ ( 3.54 )

Net income attributable to EQT Corporation $ 0.45 $ 4.22 $ 4.38

The accompanying notes are an integral part of these Consolidated Financial Statements.

EQT CORPORATION AND SUBSIDIARIES

STATEMENTS OF CONSOLIDATED COMPREHENSIVE INCOME (LOSS)

STATEMENTS OF CONSOLIDATED COMPREHENSIVE INCOME

YEARS ENDED DECEMBER 31,

2024 2023 2022

Net income (loss) $ 1,734,544 $ 1,780,942 $ ( 1,141,501 )

Net income $ 242,115 $ 1,734,544 $ 1,780,942

Other comprehensive income, net of tax:

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363 310 1,617

Comprehensive income (loss) 1,734,854 1,782,559 ( 1,140,757 )

Comprehensive (loss) income attributable to noncontrolling interests ( 688 ) 9,977 1,246

Comprehensive income (loss) attributable to EQT Corporation $ 1,735,542 $ 1,772,582 $ ( 1,142,003 )

Comprehensive income 242,478 1,734,854 1,782,559

Comprehensive income (loss) attributable to noncontrolling interests 11,538 ( 688 ) 9,977

Comprehensive income attributable to EQT Corporation $ 230,940 $ 1,735,542 $ 1,772,582

The accompanying notes are an integral part of these Consolidated Financial Statements.

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Cash and cash equivalents $ 202,093 $ 80,977

Accounts receivable (less provision for doubtful accounts:

Accounts receivable (less allowance for credit losses:

$ 12,529 and $ 663 )

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Net property, plant and equipment 31,747,818 22,950,170

Investments in unconsolidated entities 3,617,397 92,666

Net intangible assets 215,257 22,595

Goodwill 2,079,481 —

Other assets 455,623 206,692

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Derivative instruments, at fair value 446,519 186,363

Accrued interest 167,157 80,520

Other current liabilities 349,417 205,003

Total current liabilities 2,461,549 2,036,840

Revolving credit facility borrowings 150,000 —

Term Loan Facility borrowings — 1,244,265

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shares authorized:

640,000 , shares issued:

1,280,000 and 640,000 , shares issued:

596,870 and 419,896

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Cash flows from operating activities:

Net income (loss) $ 1,734,544 $ 1,780,942 $ ( 1,141,501 )

Adjustments to reconcile net income (loss) to net cash provided by operating activities:

Deferred income tax expense (benefit) 384,666 534,612 ( 427,470 )

Depreciation and depletion 1,732,142 1,665,962 1,676,702

Impairments and loss/gain on sale/exchange of long-lived assets 126,866 382,355 290,711

Net income $ 242,115 $ 1,734,544 $ 1,780,942

Adjustments to reconcile net income to net cash provided by operating activities:

Deferred income tax expense 14,732 384,666 534,612

Depreciation, depletion and amortization 2,162,350 1,732,142 1,665,962

(Gain) loss on sale/exchange of long-lived assets ( 764,044 ) 17,445 ( 8,446 )

Impairments 97,368 109,421 390,801

(Income) loss from investments ( 76,039 ) ( 7,596 ) 4,931

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Share-based compensation expense 158,344 49,834 45,201

Distribution of earnings from equity method investment 18,693 50,220 14,911

Amortization, accretion and other 16,943 32,645 32,175

Distributions from equity method investments 66,200 18,693 50,220

Other 15,069 16,943 32,645

(Gain) loss on derivatives ( 51,117 ) ( 1,838,941 ) 4,642,932

Net cash settlements received (paid) on derivatives 1,217,895 900,650 ( 5,927,698 )

Net premiums (paid) received on derivative instruments ( 322,663 ) 14,200 ( 66,495 )

Net premiums (paid) received on derivatives ( 42,394 ) ( 322,663 ) 14,200

Changes in other assets and liabilities:

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Capital expenditures ( 2,253,709 ) ( 2,019,037 ) ( 1,400,443 )

Cash paid for acquisitions, net of cash acquired (Note 6) ( 2,271,881 ) ( 205,347 ) ( 1,030,239 )

Cash paid for acquisitions, net of cash acquired ( 874,265 ) ( 2,271,881 ) ( 205,347 )

Proceeds from sale/exchange of assets 1,696,121 4,200 8,572

Proceeds from sale of investment shares — — 189,249

Capital contributions to equity method investments ( 148,049 ) ( 12,092 ) ( 1,394 )

Other investing activities ( 80 ) ( 14,845 ) ( 12,390 )

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Proceeds from issuance of debt 750,000 1,250,000 1,000,000

Proceeds from net settlement of Capped Call Transactions (Note 10) 93,290 — —

Debt issuance costs ( 18,854 ) ( 5,336 ) ( 26,506 )

Repayment and retirement of debt ( 4,313,867 ) ( 1,015,836 ) ( 917,039 )

Discounts received (premiums paid) on debt extinguishment 5,178 ( 135,308 ) ( 9,599 )

(Premiums paid) discounts received on debt extinguishment ( 52,432 ) 5,178 ( 135,308 )

Dividends paid ( 326,581 ) ( 228,339 ) ( 203,629 )

Repurchase and retirement of common stock — ( 201,029 ) ( 409,485 )

Net proceeds from the sale of units of the Midstream Joint Venture (Note 8) 3,410,392 — —

Net (distribution to) contribution from noncontrolling interest ( 1,640 ) ( 7,322 ) 3,408

Cash paid for taxes to net settle share-based incentive awards ( 102,872 ) ( 41,780 ) ( 24,773 )

Other financing activities 889 1,602 14,206

Net cash (used in) provided by financing activities ( 242,862 ) ( 699,126 ) 506,047

Net cash used in financing activities ( 1,125,875 ) ( 242,862 ) ( 699,126 )

Net change in cash and cash equivalents 121,116 ( 1,377,667 ) 1,344,681

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YEARS ENDED DECEMBER 31, 2024, 2023 and 2022

Common Stock Treasury Stock Retained Earnings

(Accumulated Deficit) Accumulated Other

Common Stock Treasury Stock (Accumulated Deficit) Retained Earnings Accumulated Other

Comprehensive Loss (a) Noncontrolling Interest in

Consolidated Subsidiaries

Shares No Par Value Total Equity

Shares Amount Total Equity

(Thousands, except per share amounts)

Balance at December 31, 2021 376,399 $ 10,071,820 $ ( 18,046 ) $ ( 94,400 ) $ ( 4,611 ) $ 16,236 $ 9,970,999

Comprehensive loss, net of tax:

Net (loss) income ( 1,142,747 ) 1,246 ( 1,141,501 )

Other postretirement benefits liability adjustment, net of tax:

Share-based compensation plans 627 21,982 11,302 33,284

Repurchase and retirement of common stock ( 1,362 ) ( 21,106 ) ( 8,279 ) ( 29,385 )

Alta Acquisition 98,789 1,925,405 1,925,405

Contribution from noncontrolling interest 7,500 7,500

Balance at December 31, 2021 376,399 10,071,820 ( 18,046 ) ( 94,400 ) ( 4,611 ) 16,236 9,970,999

Comprehensive income, net of tax:

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Repurchase and retirement of common stock ( 5,906 ) ( 91,545 ) ( 109,484 ) ( 201,029 )

Tug Hill and XcL Midstream Acquisition 49,600 2,152,631 2,152,631

Tug Hill and XcL Midstream Acquisition (Note 6) 49,600 2,152,631 2,152,631

Distribution to noncontrolling interest ( 11,072 ) ( 11,072 )

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Balance at December 31, 2023 419,896 $ 12,093,986 $ — $ 2,681,898 $ ( 2,684 ) $ 7,617 $ 14,780,817

Comprehensive income, net of tax:

Net income 230,577 11,538 242,115

Other postretirement benefits liability adjustment, net of tax:

Dividends ($ 0.63 per share)

( 327,237 ) ( 327,237 )

Share-based compensation plans 4,554 70,688 70,688

Convertible Notes settlements 19,992 285,608 285,608

Net settlement of Capped Call Transactions 93,290 93,290

Equitrans Midstream Merger (Note 6) 152,428 5,548,608 162,993 5,711,601

Change in ownership of consolidated subsidiary, net (Note 8) ( 77,469 ) 3,500,000 3,422,531

Distribution to noncontrolling interest ( 1,640 ) ( 1,640 )

Balance at December 31, 2024 596,870 $ 18,014,711 $ — $ 2,585,238 $ ( 2,321 ) $ 3,680,508 $ 24,278,136

Common shares authorized (in thousands):

640,000 , 640,000 and 1,280,000 .

Preferred shares authorized (in thousands):

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Nature of Operations.

EQT Corporation is a natural gas production company with operations focused in the Appalachian Basin.

Principles of Consolidation.

The Consolidated Financial Statements include the accounts of EQT Corporation and all subsidiaries, ventures and partnerships in which EQT Corporation directly or indirectly holds a controlling interest (collectively, the Company).

EQT Corporation is an integrated natural gas company with production, gathering and transmission operations focused in the Appalachian Basin.

In this Annual Report on Form 10-K, references to "EQT" refer to EQT Corporation and references to the "Company" refer collectively to EQT Corporation and its consolidated subsidiaries, collectively, in each case unless otherwise noted or indicated.

Principles of Consolidation and Noncontrolling Interests.

The Consolidated Financial Statements include the accounts of EQT and all subsidiaries, ventures and partnerships in which EQT directly or indirectly holds a controlling interest and variable interest entities for which EQT is the primary beneficiary.

Intercompany accounts and transactions have been eliminated in consolidation.

Management evaluates whether an entity is a variable interest entity and whether the Company is the primary beneficiary of that entity or interest;

consolidation is required if both criteria are met.

The Company records noncontrolling interest in its Consolidated Financial Statements for any non-wholly-owned consolidated subsidiary.

See "Equity Method Investments" and "Investments in Equity Securities" for accounting policies for the Company's investments in entities that it does not consolidate.

In 2020, the Company entered into a partnership (the Partnership) with a third-party investor (the Investor) to purchase certain mineral rights in the Appalachian Basin.

During 2023, the Partnership's assets were distributed pro rata to the Company and the Investor, and the Partnership was dissolved.

Prior to the Partnership's dissolution, the Company consolidated the Partnership as management had determined that the Partnership was a variable interest entity, and the Company was the primary beneficiary of the Partnership.

Certain of the Company's midstream gathering systems are not wholly owned but are operated by the Company pursuant to a construction, ownership and operation agreement.

The Company records the pro rata share of revenues, expenses, assets and liabilities that it is entitled under such agreement in the Company's financial statements.

The Company's operations consist of one reportable segment.

The Company has a single, company-wide management team that administers all properties as a whole rather than by discrete operating segments.

The Company measures financial performance as a single enterprise and not on an area-by-area basis.

Substantially all of the Company's operating revenues, income from operations and assets are generated and located in the United States.

Upon the completion of the Midstream Joint Venture Transaction (defined in Note 8) and as of December 31, 2024, the Company consolidates its controlling interest in the Midstream Joint Venture (defined in Note 8) under the voting interest entity model.

See Note 8 for discussion of the formation of the Midstream Joint Venture, the completion of the Midstream Joint Venture Transaction and the method of allocation used in accounting for the portion of Midstream Joint Venture that is not owned by the Company.

In addition, upon the completion of the Equitrans Midstream Merger (defined in Note 6) and as of December 31, 2024, the Company consolidates its 60 % interest in Eureka Midstream Holdings, LLC (Eureka Midstream Holdings), a joint venture that owns a gathering header pipeline system that is operated by a subsidiary of EQT, under the voting interest entity model.

See Note 10 for discussion of the revolving credit facility of Eureka Midstream, LLC (Eureka), a wholly-owned subsidiary of Eureka Midstream Holdings.

In 2020, the Company entered into a partnership with a third-party investor (the Investor) to form a joint venture, The Mineral Company LLC, for the purpose of purchasing certain mineral rights in the Appalachian Basin.

During 2023, The Mineral Company LLC's assets were distributed pro rata to the Company and the Investor, and The Mineral Company LLC was dissolved.

Prior to The Mineral Company LLC's dissolution, the Company consolidated The Mineral Company LLC as management had determined that The Mineral Company LLC was a variable interest entity, and the Company was the primary beneficiary of The Mineral Company LLC.

Prior to the NEPA Gathering System Acquisition (defined in Note 6) and the First NEPA Non-Operated Asset Divestiture (defined in Note 7), the Company recorded in the Consolidated Financial Statements its pro rata share of revenues, expenses, assets and liabilities of the NEPA Gathering System (defined in Note 6).

Following the completion of the First NEPA Non-Operated Asset Divestiture, the Company owns 100 % of the NEPA Gathering System.

The Company has three reportable segments reflective of its three lines of business consisting of Production, Gathering and Transmission.

Reclassification.

Certain previously reported amounts have been reclassified to conform to the current year presentation.

In addition, as discussed further in Note 2, certain prior period amounts have been recast to reflect the Company's change in reportable segments from one reportable segment to three reportable segments consisting of Production, Gathering and Transmission.

Use of Estimates.

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Interest earned on cash equivalents is included as a reduction of interest expense, net.

Accounts Receivable.

Accounts Receivable, Net of Allowance for Credit Losses.

The Company's accounts receivable relates primarily to the sales of natural gas, natural gas liquids (NGLs) and oil and amounts due from joint interest partners.

See Note 3 for a discussion of amounts due from contracts with customers.

Reserves for uncollectible accounts are recorded in selling, general and administrative expense in the Statements of Consolidated Operations.

Judgment is required to assess the ultimate realization of the Company's accounts receivable.

Reserves are based on historical experience, current and expected economic trends and specific information about customer accounts, such as the customer's creditworthiness.

Derivative Instruments.

See Note 4 for a discussion of the Company's derivative instruments and Note 5 for a description of the fair value hierarchy and a discussion of the Company's fair value measurements.

Prepaid Expenses and Other.

The following table summarizes the Company's prepaid expenses and other current assets.

Margin requirements with counterparties (see Note 4)

$ 86,975 $ 13,017

Prepaid expenses and other current assets 52,044 25,238

Total prepaid expenses and other $ 139,019 $ 38,255

Property, Plant and Equipment.

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Oil and gas producing properties $ 33,549,913 $ 32,510,595

Accumulated depreciation and depletion 10,734,099 9,119,553

Accumulated depletion 12,489,317 10,734,099

Net oil and gas producing properties 21,060,596 21,776,496

Other properties, at cost less accumulated depreciation 1,173,674 396,324

Other production assets, at cost less accumulated depreciation 20,434 21,679

Net production assets 21,081,030 21,798,175

Gathering assets 8,067,556 1,153,049

Accumulated depreciation 131,546 41,793

Net gathering assets 7,936,010 1,111,256

Transmission and storage assets 2,667,352 —

Accumulated depreciation 30,027 —

Net transmission and storage assets 2,637,325 —

Other property, plant and equipment, at cost less accumulated depreciation 93,453 40,739

Net property, plant and equipment $ 31,747,818 $ 22,950,170

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These costs include salaries, benefits and other internal costs directly attributable to production activities.

The Company capitalized internal costs of approximately $ 60 million, $ 51 million and $ 58 million in 2023, 2022 and 2021, respectively.

The Company also capitalized interest expense related to well development of approximately $ 41 million, $ 28 million and $ 18 million in 2023, 2022 and 2021, respectively.

In 2024, 2023 and 2022, the Company capitalized internal costs of approximately $ 69 million, $ 57 million and $ 48 million, respectively, to its oil and gas producing properties.

In addition, in 2024, 2023 and 2022, the Company capitalized interest expense related to well development of approximately $ 54 million, $ 41 million and $ 28 million, respectively.

Depletion expense is calculated based on actual produced sales volume multiplied by the applicable depletion rate per unit.

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There were no exploratory wells drilled during 2024, 2023 and 2022, and there were no capitalized exploratory well costs for the years ended December 31, 2024, 2023 and 2022.

The Company's gathering, transmission and storage property, plant and equipment is carried at cost.

Maintenance projects that do not increase the overall life of the related assets are expensed as incurred.

Expenditures that extend the useful life of the asset are capitalized.

In 2024, the Company capitalized internal costs of approximately $ 25 million and $ 4 million to its gathering assets and transmission and storage assets, respectively.

The Company's gathering, transmission and storage property, plant and equipment are depreciated using composite rates on a straight-line basis over the estimated useful life of the asset.

The average depreciation rate for the year ended December 31, 2024 was 3.1 %.

Depreciation rates for the Company's regulated property, plant and equipment are reviewed when the Company files a change in transmission and storage rates with the FERC.

Impairment of Property, Plant and Equipment

Impairment of Proved Oil and Gas Properties.

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The Company's unproved properties had a net book value of approximately $ 1,563 million and $ 2,039 million as of December 31, 2024 and 2023, respectively.

Equity Method Investments.

The Company applies the equity method of accounting to its investments in entities that the Company does not have the power to direct the activities that most significantly affect those entities' economic performance but does have the ability to exercise significant influence over.

The Company evaluates its equity method investments for impairment when events or changes in circumstances indicate that the investment's fair value is less than its carrying value.

Impairment of Other Property, Plant and Equipment.

The Company evaluates its other property, plant and equipment for impairment when events or changes in circumstance indicate that the carrying value of such assets may not be recoverable.

There were no indicators of impairment to the Company's asset groups identified during 2024, 2023 and 2022.

Impairment of Contract Asset.

In 2020, the Company recorded a contract asset representing rate relief that the Company was entitled to pursuant to a consolidated gas gathering and compression agreement (the Consolidated GGA) entered into between the Company and an affiliate of EQM Midstream Partners, LP (EQM), which became an indirect wholly-owned subsidiary of EQT upon the closing of the Equitrans Midstream Merger.

During 2022, the Company identified indicators that the carrying amount of its contract asset might not be fully recoverable, including increased uncertainty of the estimated timing of completion of the Mountain Valley Pipeline (the MVP) due to court rulings and public statements from Equitrans Midstream Corporation (Equitrans Midstream), the former parent of EQM, with respect to the completion of the MVP .

As a result of the Company's impairment evaluation, the Company recognized impairment of the contract asset of $ 214 million in the Statement of Consolidated Operations for the year ended December 31, 2022, decreasing the contract asset's value to zero .

Investments in Unconsolidated Entities.

See Note 11 for a discussion of the Company's investments in unconsolidated entities, which include EQT's equity method investments and investments in equity securities.

The Company evaluates its investments in unconsolidated entities for impairment when events or changes in circumstances indicate that the investment's fair value is less than its carrying amount.

The recognition of an impairment loss is required if the impairment is considered other than temporary.

As of December 31, 2023, the Company held a 31 % ownership interest in Laurel Mountain Midstream, LLC (LMM), which owns gathering assets that are operated by The Williams Companies, Inc., and an approximate 15.43 % ownership interest in WATT Fuel Cell Corporation (WATT), a developer and manufacturer of solid oxide fuel cell stacks and systems that operate on common, readily available fuels such as propane and natural gas.

As of December 31, 2023 and 2022, the carrying value of the Company's equity method investments was $ 56.6 million and $ 66.4 million, respectively, and was presented in other assets in the Consolidated Balance Sheets.

The Company's pro-rata share of income/loss from the Company's equity method investments is recorded in (income) loss from investments in the Statements of Consolidated Operations.

Investments in Equity Securities.

As of December 31, 2023, the Company held an investment in a fund (the Investment Fund) that invests in companies that develop technology and operating solutions for exploration and production companies.

The Company does not have the ability to exercise significant influence over the Investment Fund and, as such, accounts for its interests in the Investment Fund as an investment in equity security.

As of December 31, 2023 and 2022, the fair value of the Company's investment in the Investment Fund was $ 36.1 million and $ 31.2 million, respectively, and was presented in other assets in the Consolidated Balance Sheets.

The Company computes the fair value of the Company's investment in the Investment Fund using, as a practical expedient, the net asset value provided in the financial statements received from fund managers.

Changes in the fair value of the Company's investment in the Investment Fund are recorded in (income) loss from investments in the Statements of Consolidated Operations.

Dividends received on the Company's investment in the Investment Fund are recorded in dividend and other income in the Statements of Consolidated Operations.

During 2022, the Company sold all of its then-owned shares of common stock of Equitrans Midstream Corporation (Equitrans Midstream).

Prior to the Company's sale of Equitrans Midstream's common stock, the Company accounted for its investment in Equitrans Midstream as an investment in equity security.

Changes in the fair value of the Company's investment in Equitrans Midstream were recorded in (income) loss from investments in the Statements of Consolidated Operations.

Dividends received on the Company's investment in Equitrans Midstream were recorded in dividend and other income in the Statements of Consolidated Operations.

Contract Asset.

See Note 5 for discussion of the Company's contract asset and impairment thereof.

There were no indicators of impairment to the Company's investments in unconsolidated entities identified during 2024, 2023 and 2022.

Net Intangible Assets.

As part of the Equitrans Midstream Merger preliminary purchase price allocation, the Company identified intangible assets related to certain of Equitrans Midstream's transmission services contracts.

The Company evaluates its intangible assets for impairment when indicators of impairment are present.

There were no indicators of impairment to the Company's net intangible assets identified during 2024.

Goodwill is the cost of an acquisition less the fair value of the identifiable net assets of the acquired business.

Goodwill is allocated among, and evaluated for impairment at, the reporting unit level, which is defined as an operating segment or one level below an operating segment.

The Company evaluates its goodwill for impairment at least annually or more frequently if indicators of impairment exist.

Goodwill is tested for impairment by assessing qualitative factors to determine whether it is more likely than not (greater than 50%) that the fair value of the reporting unit is less than the carrying amount or by performing a quantitative assessment.

If the qualitative assessment indicates a possible impairment, then a quantitative impairment test is performed to determine the fair value of the reporting unit using a combination of an income and market approach.

Otherwise, no further analysis is required.

Under the quantitative assessment, the evaluation of impairment involves comparing the current fair value of each reporting unit to its carrying value, including goodwill.

In the event that the estimated fair value of a reporting unit is less than the carrying value, the Company would recognize an impairment loss equal to the excess of the reporting unit's carrying value over its fair value not to exceed the total amount of goodwill applicable to that reporting unit.

The Company evaluated its goodwill for impairment as of October 1, 2024 and determined there were no indicators of impairment.

Other Current Liabilities.

The following table summarizes the Company's other current liabilities.

Accrued interest payable $ 80,520 $ 88,484

Accrued taxes other than income $ 114,700 62,391

Current portion of lease liabilities 46,380 35,449

Current portion of long-term capacity contracts 43,233 39,589

Accrued incentive compensation 53,138 24,542

Current portion of long-term capacity contracts 43,697 43,233

Current portion of lease liabilities 41,878 46,380

Deferred revenue 24,187 2,890

Accrued payroll 12,115 8,870

Other accrued liabilities 59,702 16,697

Total other current liabilities $ 349,417 $ 205,003

Unamortized Debt Discount and Issuance Expense.

Discounts and expenses incurred with the issuance of debt are amortized over the life of the debt.

Unamortized Debt Discount and Issuance Costs.

Discounts and costs incurred with the issuance of debt are amortized over the life of the debt.

These amounts are presented as a reduction of debt in the Consolidated Balance Sheets.

See Note 14 for a discussion of the Company's leases.

Income Taxes.

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Separate income taxes are calculated for items charged or credited directly to shareholders' equity.

EQM, Eureka Midstream Holdings and the Midstream Joint Venture are treated as partnerships for U.S.

federal and applicable state income tax purposes and are not separately subject to U.S.

federal or state income taxes.

EQM's, Eureka Midstream Holdings' and the Midstream Joint Venture's income is included in the Company's pre-tax income;

however, the Company does not record income tax expense on income attributable to noncontrolling interests in Eureka Midstream Holdings and the Midstream Joint Venture, which reduces the Company's effective tax rate in periods when the Company has consolidated pre-tax income and increases the effective tax rate in periods when the Company has consolidated pre-tax losses.

Deferred tax assets and liabilities arise from temporary differences between the financial reporting and tax bases of the Company's assets and liabilities and are recognized using enacted tax rates for the effect of such temporary differences.

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however, the Company now maintains insurance for such losses arising on or after November 12, 2020.

Reserves are estimated based on analyses of historical data and actuarial estimates, where applicable, and are not discounted.

The recorded reserves represent estimates of the ultimate cost of claims incurred as of the balance sheet date.

The liabilities are reviewed by the Company quarterly and by independent actuaries, where applicable, annually to ensure appropriateness.

In addition, in conjunction with the Equitrans Midstream Merger, the Company assumed a self-insured retention reserve for certain material losses related to excess liability and environmental liability for losses arising before December 20, 2024.

The Company also assumed with the Equitrans Midstream Merger a 10 % co-insurance related to material losses on property insurance coverage.

Prospectively, coverage is included in the Company's insurance programs that do not have high self-insured and co-insurance amounts.

Reserves are recorded on an undiscounted basis using analyses of historical data and, where applicable, actuarial estimates, which represent estimates of the ultimate cost of claims incurred as of the balance sheet date.

The reserves are reviewed by the Company quarterly and, where applicable, by independent actuaries annually.

Asset Retirement Obligations.

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The Company's asset retirement obligations related to the abandonment of oil and gas producing facilities include reclaiming well pads, reclaiming water impoundments, plugging wells and dismantling related structures.

In addition, the Company records asset retirement obligations on its storage wells with known plugging timelines.

Estimates are based on historical experience of plugging and abandoning wells and reclaiming or disposing other assets and estimated remaining lives of the wells and assets.

The Company is under no legal or contractual obligation to restore or dismantle its midstream assets upon abandonment.

In addition, the Company is responsible for the operation and maintenance of its midstream assets and intends to continue such operation and maintenance so long as supply and demand for natural gas exists.

As the Company expects supply and demand for natural gas to exist into the foreseeable future, the Company has not recorded asset retirement obligations for its midstream assets.

The Company is under no legal or contractual obligation to restore or dismantle its gathering and transmission pipeline assets upon abandonment.

In addition, the Company is responsible for the operation and maintenance of its gathering and transmission assets and intends to continue such operation and maintenance so long as supply and demand for natural gas exists.

As the Company expects supply and demand for natural gas to exist into the foreseeable future, the Company has not recorded asset retirement obligations for its gathering and transmission pipeline assets.

The following table presents a reconciliation of the beginning and ending carrying amounts of the Company's asset retirement obligations included in other liabilities and credits in the Consolidated Balance Sheets.

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Balance at December 31 $ 1,003,570 $ 911,057

(a) During 2023, the Company recorded changes in estimates attributable primarily to inflation on estimated plugging costs.

The Company does not have any assets that are legally restricted for purposes of settling these obligations.

The Company operates in several states that have implemented expanded requirements resulting in the Company's use of additional materials during the plugging process, which has increased the estimated cost for plugging horizontal and conventional wells.

(a) During 2024, the Company recorded changes in estimates attributable primarily to increased plugging costs.

During 2023, the Company recorded changes in estimates attributable primarily to inflation on estimated plugging costs.

The Company does not have assets that are legally restricted for purposes of settling its asset retirement obligations.

The Company operates in several states that have implemented expanded requirements for settling asset retirement obligations.

This has resulted in the Company's use of additional materials during the plugging process, which has increased the estimated cost for plugging horizontal and conventional wells.

Regulatory Accounting.

As of December 31, 2024, the Company consolidates the Midstream Joint Venture, which holds Equitrans, L.P., which owns and operates the Midstream Joint Venture's wholly-owned FERC-regulated transmission and storage assets.

Through the rate-setting process, rate regulation allows recovery of costs to provide regulated services plus an allowed return on invested capital.

Regulatory accounting allows deferral of costs and income as regulated assets and liabilities when it is probable that such costs and income is subject to recovery in future periods.

Such deferred amounts are then recognized in Equitrans, L.P.'s Statement of Operations in the period in which the underlying costs and income are reflected in the rates charged by Equitrans, L.P.

to shippers and operators.

Equitrans, L.P.

expects to continue to be subject to rate regulation.

The following table presents Equitrans, L.P.'s regulated operating revenues and expenses included in the Company's Consolidated Statement of Operations for the period from July 22, 2024 to December 31, 2024.

July 22, 2024 to December 31, 2024

Operating revenues $ 218,569

Operating expenses $ 78,908

The following table presents Equitrans, L.P.'s regulated property, plant and equipment included in the Company's Consolidated Balance Sheet as of December 31, 2024.

December 31, 2024

Property, plant and equipment $ 2,667,352

Accumulated depreciation 30,027

Net property, plant and equipment $ 2,637,325

The Company includes Equitrans, L.P.'s regulated assets and liabilities in its Consolidated Balance Sheet.

Equitrans, L.P.'s regulated assets are reported in other assets, and Equitrans, L.P.'s regulated liabilities are reported in other liabilities and credits.

The following table summarizes Equitrans, L.P.'s regulated assets and liabilities as of December 31, 2024.

December 31, 2024

Regulated assets:

Deferred taxes (a) $ 142,757

Other recoverable costs (b) 23,182

Total regulated assets $ 165,939

Regulated liabilities:

Deferred taxes (a) $ 8,534

Ongoing postretirement benefits other than pension and other reimbursable costs (c) 20,158

Total regulated liabilities $ 28,692

(a) The regulated asset from deferred taxes is related primarily to a historical deferred income tax position as well as taxes on the equity component of allowance for funds used during construction (AFUDC).

The regulated liability from deferred taxes is related to the revaluation of a historical difference between the regulatory and tax bases of regulated property, plant and equipment.

Equitrans, L.P.

expects to recover the amortization of the deferred income tax positions ratably over the depreciable lives of the underlying assets.

In addition, Equitrans, L.P.

expects to recover the taxes on the equity component of AFUDC through future rates over the depreciable lives of the underlying long-lived assets.

(b) The regulated asset from other recoverable costs is related primarily to costs associated with Equitrans, L.P.'s asset retirement obligations, which Equitrans, L.P.

expects to continue to recover over the next 9.5 years, and costs associated with a legacy postretirement benefits plan, which Equitrans, L.P.

expects to continue to recover over the next 7.5 years.

defers costs for other postretirement benefits plans, which are subject to recovery in approved rates.

The related regulated liability reflects lower cumulative actuarial expenses than the amounts recovered through rates.

Equitrans, L.P.

expects to continue to recover costs as long as the existing recourse rates provide for recovery.

Revenue Recognition.

For information on revenue recognition from contracts with customers and gains and losses on derivative commodity instruments see Notes 2 and 3, respectively.

For information on revenue recognition from contracts with customers, see Note 3.

For information on gains and losses on derivative commodity instruments, see Note 4.

Transportation and Processing.

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See Note 13 for a discussion of the Company's share-based compensation plans.

Provision for Doubtful Accounts.

Reserves for uncollectible accounts are recorded in selling, general and administrative expense in the Statements of Consolidated Operations.

Judgment is required to assess the ultimate realization of the Company's accounts receivable.

Reserves are based on historical experience, current and expected economic trends and specific information about customer accounts, such as the customer's creditworthiness.

Other Operating Expenses.

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2024 2023 2022

Transactions $ 56,263 $ 14,185 $ 57,430

Energy transition initiatives 12,244 11,985 —

Transaction costs $ 309,419 $ 56,263 $ 14,185

Changes in legal and environmental reserves, including settlements 16,271 9,342 $ 30,394

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Income Per Share.

Basic income per share is computed by dividing net income (loss) attributable to EQT Corporation by the weighted average number of common shares outstanding during the period.

Diluted income per share is computed by dividing the sum of net income (loss) attributable to EQT Corporation plus the applicable numerator adjustments by the weighted average number of common shares and potentially dilutive securities, net of shares assumed to be repurchased using the treasury stock method.

Potentially dilutive securities arise from the assumed conversion of outstanding stock options and other share-based awards as well as, prior to the Redemption (defined in Note 8), the Convertible Notes (defined in Note 8).

Purchases of treasury shares are calculated using the average share price of EQT Corporation common stock during the period.

Prior to the Redemption, the Company used the if-converted method to calculate the impact of the Convertible Notes on diluted income per share.

The table below provides the computation for basic and diluted income per share.

Years Ended December 31,

2023 2022 2021

(Thousands, except per share amounts)

Net income (loss) attributable to EQT Corporation – Basic income (loss) available to shareholders $ 1,735,232 $ 1,770,965 $ ( 1,142,747 )

Interest expense on Convertible Notes, net of tax (a) 7,551 8,019 —

Diluted income (loss) available to shareholders $ 1,742,783 $ 1,778,984 $ ( 1,142,747 )

Weighted average common stock outstanding – Basic 380,902 370,048 323,196

Options, restricted stock, performance awards and stock appreciation rights (a)

5,232 5,731 —

Convertible Notes (a) 27,090 30,716 —

Weighted average common stock outstanding – Diluted 413,224 406,495 323,196

Income (loss) per share of common stock attributable to EQT Corporation:

Basic $ 4.56 $ 4.79 $ ( 3.54 )

Diluted $ 4.22 $ 4.38 $ ( 3.54 )

(a) In periods when the Company reports a net loss, all options, restricted stock, performance awards and stock appreciation rights are excluded from the calculation of diluted weighted average shares outstanding because of their anti-dilutive effect on loss per share.

As a result, for the year ended December 31, 2021, all such securities of 8.2 million were excluded from potentially dilutive securities because of their anti-dilutive effect on loss per share.

The Company uses the if-converted method to calculate the impact of the Convertible Notes on diluted income (loss) per share.

For the year ended December 31, 2021, such if-converted securities of approximately 33.3 million were excluded from potentially dilutive securities because of their anti-dilutive effect on loss per share.

See Note 12 for a discussion of the Company's common stock and income per share computation.

Supplemental Cash Flow Information.

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Equity issued as consideration for acquisitions (Note 6) $ 5,548,608 $ 2,152,631 $ —

Issuance of common stock for Convertible Notes settlement 122,830 63 —

Issuance of EQT common stock for Convertible Notes settlement (Note 10) 285,608 122,830 63

First NEPA Non-Operated Asset Divestiture (Note 7)

Increase in asset retirement costs and obligations 73,576 106,548 54,608

Increase in right-of-use assets and lease liabilities, net 29,568 45,774 23,356

Dissolution of consolidated variable interest entity 25,227 — —

Capitalization of non-cash equity share-based compensation 10,095 6,287 5,406

Investments in nonconsolidated entities 3,428 — —

Accrued transaction costs related to the sale of units of the Midstream Joint Venture (Note 8) 1,135 — —

Dissolution of consolidated variable interest entity — 25,227 —

Recently Issued Accounting Standards

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In addition, this ASU enhances interim disclosure requirements, clarifies circumstances in which an entity can disclose multiple segment measures of profit or loss and provides new segment disclosure requirements for entities with a single reportable segment.

This ASU is effective for fiscal years beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024, and early adoption is permitted.

The Company does not expect adoption of ASU 2023-07 to have a material impact on its financial statements and related disclosures.

This ASU is effective for annual reporting periods beginning after December 15, 2023 and interim periods within annual reporting periods beginning after December 15, 2024.

The Company adopted ASU 2023-07 in the fourth quarter of 2024.

See Note 2 for segments disclosures.

In December 2023, the FASB issued ASU 2023-09, Income Taxes:

Improvements to Income Tax Disclosures to improve its income tax disclosure requirements.

Improvements to Income Tax Disclosures, to improve income tax disclosure requirements.

Under this ASU, public business entities must annually (1) disclose specific categories in the rate reconciliation and (2) provide additional information for reconciling items that meet a quantitative threshold.

This ASU is effective for fiscal years beginning after December 15, 2024, and early adoption is permitted.

This ASU is effective for annual reporting periods beginning after December 15, 2024, and early adoption is permitted.

The Company does not expect adoption of ASU 2023-09 to have a material impact on its financial statements and related disclosures.

In November 2024, the FASB issued ASU 2024-03, Disaggregation of Income Statement Expenses , to improve the disclosures about a public business entity's expenses and address requests from investors for more detailed information about the types of expenses (including purchases of inventory, employee compensation, depreciation, amortization and depletion) in commonly presented expense captions (such as cost of sales;

selling, general and administrative expense;

and research and development).

This ASU is effective for annual reporting periods beginning after December 15, 2026 and interim reporting periods beginning after December 15, 2027.

Early adoption is permitted.

The requirements should be applied prospectively with the option for retrospective application.

The Company is evaluating the impact ASU 2024-03 will have on its financial statements and related disclosures.

Subsequent Events.

The Company has evaluated subsequent events through the date of the financial statement issuance.

Financial Information by Business Segment

Prior to the completion of the Equitrans Midstream Merger, the Company's operations consisted of one reportable segment.

Historically, the Company administered all properties as a whole rather than by discrete operating segments and measured financial performance as a single enterprise and not on an area-by-area basis.

As a result of the completion of the Equitrans Midstream Merger, the Company adjusted its internal reporting structure and the Company's chief operating decision maker, Toby Rice, President and Chief Executive Officer, changed the manner in which he measures financial performance and allocates resources to incorporate the gathering and transmission assets acquired by the Company in the Equitrans Midstream Merger.

Hence, the Company's operations expanded to comprise three discrete operating segments reflective of its three lines of business consisting of Production, Gathering and Transmission.

The Company's Production segment comprises the Company's natural gas, NGLs and oil extraction, development and production business and supporting ventures, such as water operations.

The Company's Gathering segment owns and operates the Company's gathering system, which has extensive overlap with the Company's Production segment operations, and processing facility.

The Company's Transmission segment operates the Company's FERC-regulated, interstate transmission and storage system, which has multiple interconnect points to other interstate pipelines and local distribution companies.

In addition, the Transmission segment holds the Company's investment in the MVP Joint Venture (defined in Note 11).

Certain amounts, including cash and cash equivalents, debt, income taxes and other amounts related to the Company's headquarters function as well as amounts related to the Company's energy transition initiatives are managed on a consolidated basis and, as such, have not been allocated to the Company's segments and have been presented as "Other."

As a result of the Company's change in reportable segments from one reportable segment to three reportable segments, certain prior period amounts have been recast.

The accounting policies of the Company's segments are the same as those described in Note 1.

For all of the Company's segments, the chief operating decision maker uses operating income as the profitability metric to measure financial performance and allocate resources.

The chief operating decision maker considers actual-to-forecast variances for operating income when allocating capital and personnel to the Company's segments and compares operating income and return on assets of each segment to assess segment performance.

In addition to operating income, the chief operating decision maker reviews equity earnings recognized from, and the carrying value of the Company's investment in, the MVP Joint Venture when measuring the financial performance of, and allocating resources to, the Company's Transmission segment.

Substantially all of the Company's operating revenues and assets are generated and located in the United States.

Total segment operating income.

The follow tables present the Company's profit and loss metric of operating income by segment.

Year Ended December 31, 2024

Production Gathering Transmission Total Segment Intersegment eliminations and other EQT Corporation

Operating revenues:

Sales of natural gas, natural gas liquids and oil $ 4,934,366 $ — $ — $ 4,934,366 $ — $ 4,934,366

Gain (loss) on derivatives 67,880 ( 16,763 ) — 51,117 — 51,117

Pipeline, net marketing services and other 7,587 766,463 218,293 992,343 ( 704,517 ) 287,826

Total operating revenues 5,009,833 749,700 218,293 5,977,826 ( 704,517 ) 5,273,309

Operating expenses (a):

Transportation and processing 2,619,710 — — 2,619,710 ( 704,094 ) 1,915,616

Production 377,007 — — 377,007 — 377,007

Operating and maintenance — 89,897 20,496 110,393 — 110,393

Exploration 2,735 — — 2,735 — 2,735

Selling, general and administrative (b) 244,450 38,837 17,183 300,470 36,254 336,724

Depreciation, depletion and amortization 2,016,670 89,513 39,406 2,145,589 16,761 2,162,350

(Gain) loss on sale/exchange of long-lived assets ( 764,431 ) ( 22 ) 409 ( 764,044 ) — ( 764,044 )

Impairment and expiration of leases 97,368 — — 97,368 — 97,368

Other operating expenses (c) 12,696 — — 12,696 337,168 349,864

Total operating expenses 4,606,205 218,225 77,494 4,901,924 ( 313,911 ) 4,588,013

Operating income (loss) $ 403,628 $ 531,475 $ 140,799 $ 1,075,902 $ ( 390,606 ) $ 685,296

(a) The significant expense categories and amounts presented align with information that is regularly provided to the chief operating decision maker.

(b) Selling, general and administrative expense incurred prior to the Equitrans Midstream Merger closing date was not recast as the necessary information is not available and the cost to develop such information would be excessive.

(c) Corporate other operating expenses consisted primarily of transaction costs related to the Equitrans Midstream Merger.

See Note 1 for a summary of the Company's consolidated other operating expenses.

Year Ended December 31, 2023

Production Gathering Total Segment Intersegment eliminations and other EQT Corporation

Operating revenues:

Sales of natural gas, natural gas liquids and oil $ 5,044,768 $ — $ 5,044,768 $ — $ 5,044,768

Gain on derivatives 1,838,941 — 1,838,941 — 1,838,941

Pipeline, net marketing services and other 12,649 161,395 174,044 ( 148,830 ) 25,214

Total operating revenues 6,896,358 161,395 7,057,753 ( 148,830 ) 6,908,923

Operating expenses (a):

Transportation and processing 2,306,090 — 2,306,090 ( 148,830 ) 2,157,260

Production 239,001 — 239,001 — 239,001

Operating and maintenance — 15,699 15,699 — 15,699

Exploration 3,330 — 3,330 — 3,330

Selling, general and administrative (b) 236,171 — 236,171 — 236,171

Depreciation, depletion and amortization 1,705,311 17,066 1,722,377 9,765 1,732,142

Loss on sale/exchange of long-lived assets 17,445 — 17,445 — 17,445

Impairment and expiration of leases 109,421 — 109,421 — 109,421

Other operating expenses (c) 9,177 — 9,177 74,866 84,043

Total operating expenses 4,625,946 32,765 4,658,711 ( 64,199 ) 4,594,512

Operating income (loss) $ 2,270,412 $ 128,630 $ 2,399,042 $ ( 84,631 ) $ 2,314,411

(a) The significant expense categories and amounts presented align with information that is regularly provided to the chief operating decision maker.

(c) Corporate other operating expenses consisted primarily of transaction costs related to the Tug Hill and XcL Midstream Acquisition (defined in Note 6).

See Note 1 for a summary of the Company's consolidated other operating expenses.

Year Ended December 31, 2022

Production Gathering Total Segment Intersegment eliminations and other EQT Corporation

Operating revenues:

Sales of natural gas, natural gas liquids and oil $ 12,114,168 $ — $ 12,114,168 $ — $ 12,114,168

Loss on derivatives ( 4,642,932 ) — ( 4,642,932 ) — ( 4,642,932 )

Pipeline, net marketing services and other 12,827 96,947 109,774 ( 83,321 ) 26,453

Total operating revenues 7,484,063 96,947 7,581,010 ( 83,321 ) 7,497,689

Operating expenses (a):

Transportation and processing 2,200,297 — 2,200,297 ( 83,321 ) 2,116,976

Production 298,388 — 298,388 — 298,388

Operating and maintenance — 2,597 2,597 — 2,597

Exploration 3,438 — 3,438 — 3,438

Selling, general and administrative (b) 252,645 — 252,645 — 252,645

Depreciation, depletion and amortization 1,648,808 8,035 1,656,843 9,119 1,665,962

Gain on sale/exchange of long-lived assets ( 8,446 ) — ( 8,446 ) — ( 8,446 )

Impairment and expiration of leases 176,606 — 176,606 — 176,606

Impairment of contract asset 214,195 — 214,195 — 214,195

Other operating expenses (c) 32,605 — 32,605 24,726 57,331

Total operating expenses 4,818,536 10,632 4,829,168 ( 49,476 ) 4,779,692

Operating income (loss) $ 2,665,527 $ 86,315 $ 2,751,842 $ ( 33,845 ) $ 2,717,997

(a) The significant expense categories and amounts presented align with information that is regularly provided to the chief operating decision maker.

(c) Corporate other operating expenses consisted primarily of transaction costs related to the Tug Hill and XcL Midstream Acquisition.

See Note 1 for a summary of the Company's consolidated other operating expenses.

Reconciliation of total segment operating income to income before income taxes

Years Ended December 31,

2024 2023 2022

Total segment operating income $ 1,075,902 $ 2,399,042 $ 2,751,842

Intersegment eliminations 457 — —

Unallocated amounts:

Other revenue ( 34 ) — —

Corporate selling, general and administrative 36,254 — —

Corporate other depreciation and amortization 16,761 9,765 9,119

Corporate other operating expenses (a) 337,168 74,866 24,726

(Income) loss from investments (b) ( 76,039 ) ( 7,596 ) 4,931

Other income ( 25,983 ) ( 1,231 ) ( 11,280 )

Loss on debt extinguishment 68,299 80 140,029

Interest expense, net 454,825 219,660 249,655

Income before income taxes $ 264,194 $ 2,103,498 $ 2,334,662

(a) Corporate other operating expenses consisted primarily of transaction costs related to the Equitrans Midstream Merger for the year ended December 31, 2024.

Corporate other operating expenses consisted primarily of transaction costs related to the Tug Hill and XcL Midstream Acquisition for both years ended December 31, 2023 and 2022.

See Note 1 for a summary of the Company's consolidated other operating expenses.

(b) Income from investments for the year ended December 31, 2024 included $ 78.8 million of equity earnings from the Company's investment in the MVP Joint Venture, which is reported in the Company's Transmission segment.

Total segment assets.

The following table presents the Company's total assets by segment.

The Company's investment in the MVP Joint Venture is presented in investments in unconsolidated entities in the Consolidated Balance Sheet.

The Company did not have an investment in the MVP Joint Venture or goodwill prior to completion of the Equitrans Midstream Merger.

Production Gathering Transmission Total Segment

December 31, 2024 (Thousands)

Investment in the MVP Joint Venture $ — $ — $ 3,534,730 $ 3,534,730

Goodwill — — 1,217,742 1,217,742

Other segment assets 22,546,098 8,295,625 2,919,532 33,761,255

Total assets $ 22,546,098 $ 8,295,625 $ 7,672,004 $ 38,513,727

December 31, 2023

Total assets $ 23,803,913 $ 1,215,627 $ — $ 25,019,540

December 31, 2022

Total assets $ 20,469,506 $ 417,117 $ — $ 20,886,623

Reconciliation of total segment assets to total assets

2024 2023 2022

Total segment assets $ 38,513,727 $ 25,019,540 $ 20,886,623

Intersegment eliminations ( 318,835 ) ( 47,471 ) ( 19,288 )

Unallocated amounts:

Cash and cash equivalents 202,093 80,977 1,458,644

Income tax receivable 97,378 91,414 —

Other property, plant and equipment, at cost less accumulated depreciation 93,453 40,739 32,594

Goodwill (a) 861,739 — —

Regulated asset from deferred taxes

Other 237,943 99,899 311,353

Total assets $ 39,830,255 $ 25,285,098 $ 22,669,926

(a) Represents goodwill attributable to additional deferred tax liabilities that arose from the differences between the fair value and tax bases of the Equitrans Midstream Merger preliminary purchase price allocation that carried over from Equitrans Midstream to the Company.

Total segment capital expenditures.

The following table presents the Company's capital expenditures by segment.

Years Ended December 31,

2024 2023 2022

Production $ 2,003,635 $ 1,878,417 $ 1,427,995

Gathering 202,264 31,701 6,155

Transmission 31,446 — —

Total segment capital expenditures 2,237,345 1,910,118 1,434,150

Other corporate items 28,603 15,125 5,962

Total capital expenditures $ 2,265,948 $ 1,925,243 $ 1,440,112

Consolidated GGA

Pursuant to the terms of the Consolidated GGA, EQM's affiliate, which is party thereto (which is included, post-Equitrans Midstream Merger, in the Company's Gathering segment) (the EQM Affiliate) agreed to provide gas gathering services to a subsidiary of EQT (which is included in the Company's Production segment) (the EQT Party) and the EQT Party committed to an initial annual minimum volume commitment (MVC) of 3.0 Bcf per day and an acreage dedication in Pennsylvania and West Virginia.

The Consolidated GGA is effective through December 31, 2035 and will renew annually thereafter unless terminated by the parties thereto.

The Consolidated GGA provided for cash bonus payments (the Henry Hub Cash Bonus) conditioned upon the quarterly average of the NYMEX Henry Hub natural gas settlement price exceeding certain price thresholds to be payable by the EQT Party to the EQM Affiliate during each quarter beginning with the first day of the quarter in which the MVP In-Service Date (as defined in the Consolidated GGA) occurs and ending on the earlier of 36 months thereafter or December 31, 2024.

Upon commencement of long-term firm capacity obligations, the MVP In-Service Date occurred on July 1, 2024.

The Company's Production and Gathering segments recorded their respective derivative liability and asset and any gain or loss related to the Henry Hub Cash Bonus.

During the fourth quarter of 2024, the EQT Party paid $ 4.2 million to the EQM Affiliate, and, as of December 31, 2024, the derivative related to the Henry Hub Cash Bonus was settled.

As of December 31, 2023, the derivative related to the Henry Hub Cash Bonus had a fair value of approximately $ 48 million.

The fair value of the derivative asset and liability related to the Henry Hub Cash Bonus was based on significant inputs that are interpolated from observable market data and, as such, was a Level 2 fair value measurement.

See Note 5 for a description of the fair value hierarchy.

Revenue from Contracts with Customers

Sales of natural gas, NGLs and oil.

Under the Company's natural gas, NGLs and oil sales contracts, the Company generally considers the delivery of each unit (MMBtu or Bbl) to be a separate performance obligation that is satisfied upon delivery.

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Other contracts, such as fixed price contracts or contracts with a fixed differential to New York Mercantile Exchange (NYMEX) or index prices, contain fixed consideration.

The fixed consideration is allocated to each performance obligation on a relative standalone selling price basis, which requires judgment from management.

The Company allocates the fixed consideration to each performance obligation on a relative standalone selling price basis, which requires judgment from management.

For these contracts, the Company generally concludes that the fixed price or fixed differentials in the contracts are representative of the standalone selling price.

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When selling natural gas, NGLs and oil on behalf of royalty or working interest owners, the Company acts as an agent and, thus, reports the revenue on a net basis.

For contracts with customers where the Company's performance obligations had been satisfied and an unconditional right to consideration existed as of the balance sheet date, the Company recorded amounts due from contracts with customers of $ 584.8 million and $ 1,171.9 million in accounts receivable in the Consolidated Balance Sheets as of December 31, 2023 and 2022, respectively.

Pipeline revenue.

The Company provides gathering, transmission and storage services under firm and interruptible service contracts.

Firm service contracts generally require the customer to pay a firm reservation fee, which is a fixed, monthly charge to reserve an agreed upon amount of pipeline or storage capacity regardless of whether the customer uses the capacity.

Under its firm service contracts, the Company has a stand-ready obligation to provide the firm service over the life of the contract.

The performance obligation for revenue from firm reservation fees is satisfied over time as the pipeline capacity is made available to the customer.

As such, the Company recognizes firm reservation fee revenue evenly over the contract period using a time-elapsed output method to measure progress.

Volumetric-based fees, which are charges based on the volume of gas gathered, transported or stored, can also be charged under firm service contracts for each firm contracted volume gathered, transported or stored as well as for volumes gathered, transported or stored in excess of the firm contracted volume so long as capacity exists.

Interruptible service contracts require the customer to pay volumetric-based fees and generally do not guarantee access to the pipeline or storage facility.

The performance obligation for revenue from volumetric-based fees is generally satisfied upon the Company's monthly invoicing to the customer for volumes gathered, transported or stored during the month.

The amount invoiced generally corresponds directly to the value of the Company's performance to date as the customer obtains value as each volume is gathered, transported or stored.

Gathering service contracts are invoiced on a one-month lag, with payment typically due within 21 days of the invoice date.

Revenue for gathering services provided but not yet invoiced is estimated based on contract data, preliminary throughput and allocation measurements on a monthly basis.

Transmission and storage service contracts are invoiced at the end of each calendar month, with payment typically due within 10 days of the invoice date.

For both firm reservation and volumetric-based fee revenues, the Company allocates the transaction price to each performance obligation based on the estimated relative standalone selling price.

Any excess of consideration received over revenue recognized results in the deferral of those amounts until future periods based on a units-of-production or straight-line methodology as these methods align with the consumption of services provided to the customer.

The units-of-production methodology requires the use of judgment to estimate future production volumes.

Certain of the Company's gathering service agreements are structured with MVCs, which specify minimum quantities that the customer will be charged regardless of whether such quantities are gathered.

Revenue is recognized for MVCs when the performance obligation has been met, which is the earlier of when the gas is gathered or when the likelihood that the customer will be able to meet its MVC is remote.

If a customer fails to meet its MVC for a specified period (thus not exercising all the contractual rights to gathering services within the specified period), the customer is obligated to pay a contractually-determined fee based on the shortfall between actual volume gathered and the MVC.

Disaggregated revenue information.

The table below provides disaggregated information on the Company's revenues.

Certain other revenue contracts are outside the scope of ASU 2014-09, Revenue from Contracts with Customers .

These contracts are reported in net marketing services and other in the Statements of Consolidated Operations.

These contracts are reported in pipeline, net marketing services and other revenues in the Statements of Consolidated Operations.

Derivative contracts are also outside the scope of ASU 2014-09.

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Revenues from contracts with customers:

Sales of natural gas, NGLs and oil

Natural gas sales $ 4,224,882 $ 4,520,817 $ 11,448,293

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Oil sales 93,551 96,191 79,160

Total revenues from contracts with customers $ 5,044,768 $ 12,114,168 $ 6,804,020

Sales of natural gas, NGLs and oil 4,934,366 5,044,768 12,114,168

Pipeline revenue

Firm reservation fee revenue (a) 313,987 — —

Volumetric-based fee revenue (b) 452,476 161,395 96,947

Total 766,463 161,395 96,947

Transmission:

Pipeline revenues

Firm reservation fee revenue 183,088 — —

Volumetric-based fee revenue 34,968 — —

Total 218,056 — —

Intersegment eliminations and other ( 704,517 ) ( 148,830 ) ( 83,321 )

Total revenues from contracts with customers (c) 5,214,368 5,057,333 12,127,794

Other sources of revenue:

Gain (loss) on derivatives 51,117 1,838,941 ( 4,642,932 )

Net marketing services and other 25,214 26,453 35,685

Net marketing services and other revenues 7,824 12,649 12,827

Total other sources of revenue 58,941 1,851,590 ( 4,630,105 )

Total operating revenues $ 5,273,309 $ 6,908,923 $ 7,497,689

As of December 31, 2023, the aggregate amount of transaction price allocated to the Company's remaining performance obligations on its natural gas sales contracts with fixed consideration was $ 0.5 million, which the Company expects to recognize in 2024.

(a) Firm reservation fee revenue for the year ended December 31, 2024 included unbilled revenues supported by MVCs of $ 4.2 million.

(b) Volumetric-based fee revenue for the year ended December 31, 2024 included unbilled revenues supported by MVCs of $ 4.5 million.

(c) For contracts with customers where the Company's performance obligations had been satisfied and an unconditional right to consideration existed as of the balance sheet date, the Company recorded amounts due from contracts with customers of $ 939.9 million and $ 584.8 million in accounts receivable in the Consolidated Balance Sheets as of December 31, 2024 and 2023, respectively.

Summary of remaining performance obligations .

The following table summarizes the transaction price allocated to the Company's remaining obligations on all contracts with fixed consideration as of December 31, 2024.

The table excludes contracts that qualified for the exception to the relative standalone selling price method as of December 31, 2024.

2025 2026 2027 2028 2029 Thereafter Total

Gathering firm reservation fees:

Third-party contracts $ 101,671 $ 92,311 $ 85,651 $ 85,651 $ 85,651 $ 371,792 $ 822,727

Affiliate contracts 91,918 101,728 101,393 97,701 97,701 1,482,452 1,972,893

Total Gathering firm reservation fees 193,589 194,039 187,044 183,352 183,352 1,854,244 2,795,620

Gathering revenues supported by MVCs:

Third-party contracts 82,396 89,217 80,904 77,153 65,788 185,423 580,881

Affiliate contracts 372,446 397,966 410,621 411,740 410,621 2,042,451 4,045,845

Total Gathering revenues supported by MVCs 454,842 487,183 491,525 488,893 476,409 2,227,874 4,626,726

Transmission firm reservation fees:

Third-party contracts 176,189 174,435 171,768 169,410 166,324 814,742 1,672,868

Affiliate contracts 241,507 261,045 261,045 260,715 260,383 1,964,638 3,249,333

Total Transmission firm reservation fees 417,696 435,480 432,813 430,125 426,707 2,779,380 4,922,201

Total $ 1,066,127 $ 1,116,702 $ 1,111,382 $ 1,102,370 $ 1,086,468 $ 6,861,498 $ 12,344,547

As of December 31, 2024, the Company had no remaining performance obligations on its natural gas sales contracts with fixed consideration.

In addition, based on total projected contractual revenues, the Company's firm gathering third-party contracts and firm transmission and storage third-party contracts had a weighted average remaining term of approximately 10 years and 11 years, respectively, as of December 31, 2024.

Based on total projected contractual revenues, the Company's firm gathering affiliate contracts and firm transmission and storage affiliate contracts had a weighted average remaining term of approximately 14 years and 13 years, respectively, as of December 31, 2024.

Derivative Instruments

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The derivative commodity instruments used by the Company are primarily swap, collar and option agreements.

These agreements may require payments to, or receipt of payments from, counterparties based on the differential between two prices for the commodity.

These agreements may result in payments to, or receipt of payments from, counterparties based on the differential between two prices for the commodity.

The Company uses these agreements to hedge its NYMEX and basis exposure.

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The open positions at both December 31, 2024 and 2023 had maturities extending through December 2027.

Certain of the Company's OTC derivative instrument contracts provide that, if the Company's credit rating assigned by Moody's Investors Service, Inc.

Certain of the Company's OTC derivative instrument contracts provide that, if EQT's credit rating assigned by Moody's Investors Service, Inc.

(Moody's), S&P Global Ratings (S&P) or Fitch Ratings Service (Fitch) is below the agreed-upon credit rating threshold (typically, below investment grade) and if the associated derivative liability exceeds the agreed-upon dollar threshold for such credit rating, the counterparty to such contract can require the Company to deposit collateral.

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Anything below these ratings is considered non-investment grade.

As of December 31, 2023, the Company's senior notes were rated "Baa3" by Moody's, "BBB–" by S&P and "BBB–" by Fitch.

As of December 31, 2024, EQT's senior notes were rated "Baa3" by Moody's, "BBB–" by S&P and "BBB–" by Fitch.

When the net fair value of any of the Company's OTC derivative instrument contracts represents a liability to the Company that is in excess of the agreed-upon dollar threshold for the Company's then-applicable credit rating, the counterparty has the right to require the Company to remit funds as a margin deposit in an amount equal to the portion of the derivative liability that is in excess of the dollar threshold amount.

The Company records these deposits as a current asset in the Consolidated Balance Sheets.

As of December 31, 2023 and 2022, the aggregate fair value of the Company's OTC derivative instruments with credit rating risk-related contingent features that were in a net liability position was $ 6.4 million and $ 347.6 million, respectively, for which no deposits were required or recorded in the Consolidated Balance Sheet.

As of December 31, 2024 and 2023, the aggregate fair value of the Company's OTC derivative instruments with credit rating risk-related contingent features in a net liability position was $ 61.9 million and $ 6.4 million, respectively, for which no deposits were required or recorded in the Consolidated Balance Sheets.

When the net fair value of any of the Company's OTC derivative instrument contracts represents an asset to the Company that is in excess of the agreed-upon dollar threshold for the counterparty's then-applicable credit rating, the Company has the right to require the counterparty to remit funds as a margin deposit in an amount equal to the portion of the derivative asset that is in excess of the dollar threshold amount.

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The margin requirements are subject to change at the exchanges' discretion.

As of December 31, 2023 and 2022, the Company recorded $ 13.0 million and $ 100.6 million, respectively, of such deposits as current assets in the Consolidated Balance Sheets.

As of December 31, 2024 and 2023, there were $ 87.0 million and $ 13.0 million, respectively, of such deposits recorded as a current asset in the Consolidated Balance Sheets.

The Company has netting agreements with financial institutions and its brokers that permit net settlement of gross commodity derivative assets against gross commodity derivative liabilities.

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Liability derivative instruments, at fair value 186,363 ( 112,203 ) ( 13,017 ) 61,143

Henry Hub Cash Bonus.

The Consolidated GGA (defined in Note 5) executed in connection with the Equitrans Share Exchange (defined in Note 5) provides for cash bonus payments (the Henry Hub Cash Bonus) payable by the Company during the period beginning on the first day of the quarter in which the Mountain Valley Pipeline is placed in service and ending on the earlier of 36 months thereafter or December 31, 2024.

Such payments are conditioned upon the quarterly average of the NYMEX Henry Hub natural gas settlement price exceeding certain price thresholds.

As of December 31, 2022, the Company reduced the derivative liability related to the Henry Hub Cash Bonus to zero given the uncertainties surrounding the in-service date of the Mountain Valley Pipeline and the Company's then-held belief that achieving an in-service date of the Mountain Valley Pipeline prior to December 31, 2024 was not probable.

On June 3, 2023, President Biden signed legislation that raised the United States' debt limit, ratified and approved all permits and authorizations necessary for the construction and initial operation of the Mountain Valley Pipeline and directs the applicable federal officials and agencies to maintain such authorizations.

Further, the legislation requires the Secretary of the Army to issue all permits or verifications necessary to complete project construction and allow for the Mountain Valley Pipeline's operation and maintenance.

During the third quarter of 2023, Equitrans Midstream resumed forward construction of the Mountain Valley Pipeline.

In consideration of these factors, the Company reevaluated its probability-weighted assessment of the achievement of an in-service date of the Mountain Valley Pipeline prior to December 31, 2024 and concluded that, as of December 31, 2023, based on the facts and circumstances that existed as of that date, the derivative liability related to the Henry Hub Cash Bonus had a fair value of approximately $ 48 million.

The fair value of the derivative liability related to the Henry Hub Cash Bonus is based on significant inputs that are interpolated from observable market data and, as such, is a Level 2 fair value measurement.

See Note 4 for a description of the fair value hierarchy.

Fair Value Measurements

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Nonperformance risk considers the effect of the Company's credit standing on the fair value of liabilities and the effect of the counterparty's credit standing on the fair value of assets.

The Company estimates nonperformance risk by analyzing publicly available market information, including a comparison of the yield on debt instruments with credit ratings similar to the Company's or counterparty's credit rating and the yield on a risk-free instrument.

The Company estimates nonperformance risk by analyzing publicly available market information, including a comparison of the yield on debt instruments with credit ratings similar to EQT's or the counterparty's credit rating and the yield on a risk-free instrument.

The Company has categorized its assets and liabilities recorded at fair value into a three-level fair value hierarchy based on the priority of the inputs to the valuation technique.

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Liability derivative instruments, at fair value 186,363 42,218 144,145 —

The carrying values of cash equivalents, accounts receivable and accounts payable approximate fair value due to their short-term maturities.

The carrying value of borrowings under the Company's revolving credit facility and the Term Loan Facility (defined in Note 8) approximates fair value as their interest rates are based on prevailing market rates.

The carrying value of cash equivalents, accounts receivable and accounts payable approximates fair value due to their short-term maturities.

The carrying value of borrowings under EQT's revolving credit facility, Eureka's revolving credit facility and (prior to its redemption) the Term Loan Facility (defined in Note 10) approximates fair value as each facility's interest rate is based on prevailing market rates.

The Company considers all of these fair values to be Level 1 fair value measurements.

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As of December 31, 2024 and 2023, the Company's senior notes had a fair value of approximately $ 8.8 billion and $ 4.9 billion, respectively, and a carrying value of approximately $ 8.9 billion and $ 4.5 billion, respectively, inclusive of any current portion.

The fair value of the Company's note payable to EQM Midstream Partners, LP (EQM), a wholly-owned subsidiary of Equitrans Midstream, is estimated using an income approach model with a market-based discount rate and is a Level 3 fair value measurement.

As of December 31, 2023 and 2022, the Company's note payable to EQM had a fair value of approximately $ 91 million and $ 96 million, respectively, and a carrying value of approximately $ 88 million and $ 94 million, respectively, inclusive of any current portion.

See Note 10 for further discussion of the Company's debt.

Upon the closing of the Equitrans Midstream Merger, EQT's note payable to EQM became an intercompany transaction on a consolidated basis and, as such, was effectively settled on July 22, 2024.

As of December 31, 2023, the fair value of EQT's note payable to EQM was estimated using an income approach model with a market-based discount rate and was considered a Level 3 fair value measurement.

As of December 31, 2023, EQT's note payable to EQM had a fair value and carrying value of approximately $ 91 million and $ 88 million, respectively, inclusive of any current portion.

The Company recognizes transfers between Levels as of the actual date of the event or change in circumstances that caused the transfer.

There were no transfers between Levels 1, 2 and 3 during the periods presented.

See Note 1 for a discussion of the fair value measurement and impairment of the Company's property, plant equipment.

In addition, see Note 1 for a discussion of impairment of the Company's contract asset, investments in unconsolidated entities, net intangible assets and goodwill.

See Note 1 for a discussion of the fair value measurement of the Company's asset retirement obligations.

See Note 2 for a discussion of the fair value measurement of the Henry Hub Cash Bonus.

See Note 5 for a discussion of the fair value measurement of the Company's contract asset.

See Note 6 for a discussion of the fair value measurement of the Company's acquisitions.

See Note 1 for a discussion of the fair value measurement and any subsequent impairments of the Company's oil and gas properties and other long-lived assets, including impairment and expiration of leases.

See Note 1 for a discussion of the fair value measurement of the Company's investment in the Investment Fund.

Impairment of Contract Asset

During the first quarter of 2020, the Company sold to Equitrans Midstream approximately 50 % of the Company's then-owned equity interest in Equitrans Midstream in exchange for a combination of cash and rate relief under certain of the Company's gathering contracts with an affiliate of Equitrans Midstream (the Equitrans Share Exchange).

The rate relief was effected through the execution of a consolidated gas gathering and compression agreement entered into between the Company and an affiliate of Equitrans Midstream (the Consolidated GGA).

On the closing date of the Equitrans Share Exchange, the Company recorded in the Consolidated Balance Sheet a contract asset of $ 410 million representing the estimated fair value of the rate relief inclusive of the Cash Payment Option (defined below).

Because the Mountain Valley Pipeline was not in service by January 1, 2022, the Consolidated GGA provided the Company the option to forgo a portion of the gathering fee relief that would otherwise be applicable following the Mountain Valley Pipeline in-service date in exchange for a cash payment of approximately $ 196 million (the Cash Payment Option).

During the third quarter of 2022, the Company elected to exercise the Cash Payment Option, and, in the fourth quarter of 2022, the Company received the cash proceeds from the Cash Payment Option.

During 2022, the Company identified indicators that the carrying value of the contract asset may not be fully recoverable, including increased uncertainty of the estimated timing of completion of the Mountain Valley Pipeline due to court rulings and public statements from Equitrans Midstream with respect to its completion.

As a result of the Company's impairment evaluation, the Company recognized impairment of the contract asset during the first quarter of 2022 of $ 184.9 million in the Statement of Consolidated Operations.

During the fourth quarter of 2022, the Company recognized additional impairment of the contract asset of $ 29.3 million in the Statement of Consolidated Operations.

As of December 31, 2022, the previously recognized impairments plus the election of the Cash Payment Option reduced the carrying value of the contract asset to zero .

The fair value of the contract asset was based on significant inputs that are not observable in the market and, as such, is a Level 3 fair value measurement.

See Note 4 for a description of the fair value hierarchy.

Key assumptions used in the fair value calculation included the following:

(i) a probability-weighted estimate of the in-service date of the Mountain Valley Pipeline;

(ii) an estimate of the potential exercise and timing of the Cash Payment Option;

(iii) an estimated production volume forecast and (iv) a market-based weighted average cost of capital.

Tug Hill and XcL Midstream Acquisition

On August 22, 2023, the Company completed its acquisition (the Tug Hill and XcL Midstream Acquisition) of the upstream assets from THQ Appalachia I, LLC (the Upstream Seller) and the gathering and processing assets from THQ-XcL Holdings I, LLC (the Midstream Seller) through the acquisition of all of the issued and outstanding membership interests of each of THQ Appalachia I Midco, LLC and THQ-XcL Holdings I Midco, LLC pursuant to the Amended and Restated Purchase Agreement, dated December 23, 2022 (as amended, the Tug Hill and XcL Midstream Purchase Agreement), entered into by and among EQT Corporation, EQT Production Company (a wholly-owned indirect subsidiary of EQT Corporation), the Upstream Seller and the Midstream Seller.

The purchase price for the Tug Hill and XcL Midstream Acquisition consisted of 49,599,796 shares of EQT Corporation common stock and approximately $ 2.4 billion in cash, subject to customary post-closing adjustments.

The Company funded the cash portion of the consideration with $ 1.25 billion of borrowings under the Term Loan Facility, $ 1.0 billion of cash on hand and the $ 150 million cash deposit previously placed in escrow.

The Tug Hill and XcL Midstream Purchase Agreement has an economic effective date of July 1, 2022.

As a result of the Tug Hill and XcL Midstream Acquisition, the Company acquired approximately 90,000 net West Virginia acres, approximately 145 miles of midstream gathering pipeline, compression and gas processing assets and approximately 55 miles of connected water infrastructure with four centralized storage facilities.

See Note 6 for a discussion of the fair value measurement of assets acquired and liabilities assumed in the Equitrans Midstream Merger.

See Note 7 for a discussion of the fair value measurement of the assets received as consideration for the First NEPA Non-Operated Asset Divestiture.

See Note 11 for a discussion of the fair value measurement of the Company's investment in the Investment Fund (defined in Note 11).

Equitrans Midstream Merger

On July 22, 2024, the Company completed its acquisition of Equitrans Midstream (Equitrans Midstream Merger) pursuant to the agreement and plan of merger dated March 10, 2024 (the Merger Agreement), by and among EQT, Humpty Merger Sub Inc., an indirect wholly-owned subsidiary of EQT (Merger Sub), Humpty Merger Sub LLC, an indirect wholly-owned subsidiary of EQT (LLC Sub), and Equitrans Midstream.

Upon the terms and subject to the conditions set forth in the Merger Agreement, Merger Sub merged with and into Equitrans Midstream (the First Merger), with Equitrans Midstream surviving as an indirect wholly-owned subsidiary of EQT (the First Step Surviving Corporation), and, as the second step in a single integrated transaction with the First Merger, the First Step Surviving Corporation merged with and into LLC Sub (the Second Merger and, together with the First Merger, the Equitrans Midstream Merger), with LLC Sub surviving the Second Merger as an indirect wholly-owned subsidiary of EQT.

Upon the closing of the Equitrans Midstream Merger, each share of common stock, no par value, of Equitrans Midstream (Equitrans Midstream common stock) that was issued and outstanding immediately prior to the effective time of the First Merger (other than shares of Equitrans Midstream common stock owned by Equitrans Midstream or its subsidiaries or by the Company) was converted into the right to receive, without interest, 0.3504 shares of EQT common stock, which totaled 152,427,848 shares of EQT common stock with an aggregate value of $ 5.5 billion, based on an EQT common stock share price of $ 35.88 .

In addition, in connection with the closing of the Equitrans Midstream Merger, the Company paid an aggregate of $ 79.5 million of equity consideration to employees of Equitrans Midstream who did not continue with the Company upon the Equitrans Midstream Merger closing date.

Immediately prior to the completion of the Equitrans Midstream Merger, on July 22, 2024, using borrowings under EQT's revolving credit facility, the Company paid $ 685.3 million to effect the purchase and redemption of all of the issued and outstanding Series A Perpetual Convertible Preferred Shares, no par value, of Equitrans Midstream (the Equitrans Midstream preferred stock).

Immediately following the closing of the Equitrans Midstream Merger, on July 22, 2024, EQM repaid all of its outstanding obligations under EQM's revolving credit facility using cash on hand and cash contributions from EQT, and, thereafter, EQM terminated its revolving credit facility.

Upon completion of the Equitrans Midstream Merger, the pre-existing contractual relationships between the Company, as producer, and Equitrans Midstream, as gathering and transmission services provider, are treated as intercompany transactions on a consolidated basis and, as such, were effectively settled on July 22, 2024.

Likewise, upon completion of the Equitrans Midstream Merger, EQT's note payable to EQM became an intercompany transaction on a consolidated basis and, as such, was effectively settled on July 22, 2024.

For the year ended December 31, 2024, the Company recognized $ 304.8 million of transaction costs related to the Equitrans Midstream Merger in other operating expenses in the Statement of Consolidated Operations .

Included in such transaction costs was severance and other termination benefits and stock-based compensation costs of $ 165.4 million, of which $ 60.8 million was cash and $ 104.6 million was non-cash.

Allocation of Purchase Price .

The Tug Hill and XcL Midstream Acquisition was accounted for as a business combination using the acquisition method.

The table below summarizes the preliminary purchase price and estimated fair values of assets acquired and liabilities assumed as of August 22, 2023.

Certain information necessary to complete the purchase price allocation is not yet available, including, but not limited to, final appraisals of assets acquired and liabilities assumed.

The Equitrans Midstream Merger was accounted for as a business combination using the acquisition method.

The table below summarizes the preliminary purchase price and estimated fair values of assets acquired and liabilities assumed as of July 22, 2024 with the excess of purchase price over estimated fair value of the identified net assets recognized as goodwill.

Certain information necessary to complete the purchase price allocation is not yet available, including, but not limited to, final appraisals of assets acquired and liabilities assumed and final income tax computations.

The Company expects to complete the purchase price allocation once it has received all necessary information, at which time the value of the assets acquired and liabilities assumed will be revised if necessary.

2 unchanged sentences

Equity $ 5,548,608

Cash 2,386,982

Cash (paid in lieu of fractional shares) 29

Redemption of Equitrans Midstream preferred stock 685,337

Settlement of pre-existing relationships ( 239,741 )

3 unchanged sentences

Accounts receivable, net 82,072

Derivative instruments, at fair value 162,455

Income tax receivable 2,142

Prepaid expenses and other 22,048

Property, plant and equipment 9,379,642

Investments in unconsolidated entities 3,363,336

Net intangible assets 200,000

Other assets 249,846

Total amount attributable to assets acquired $ 4,772,365

Noncontrolling interest in consolidated subsidiaries ( 162,993 )

Amount attributable to assets acquired $ 13,194,860

Fair value of liabilities assumed:

Current portion of debt $ 699,837

Accounts payable 65,006

Accrued interest 47,996

Other current liabilities 70,951

Revolving credit facility borrowings 1,035,000

Senior notes 6,273,941

Deferred income taxes 935,106

Other liabilities and credits 152,271

Total amount attributable to liabilities assumed $ 264,506

The fair value of the acquired developed natural gas and oil properties was measured using discounted cash flow valuation techniques based on inputs that are not observable in the market and, as such, are considered Level 3 fair value measurements.

Significant inputs include future commodity prices, projections of estimated quantities of reserves, estimated future rates of production, projected reserve recovery factors, timing and amount of future development and operating costs and a weighted average cost of capital.

The fair value of the acquired undeveloped properties was primarily measured using discounted cash flow valuation techniques based on inputs that are not observable in the market and, as such, are considered Level 3 fair value measurements.

Significant inputs include timing and amount of future development from a market participant perspective.

The fair value of the acquired midstream and water infrastructure assets was measured primarily using the cost approach based on inputs that are not observable in the market and, as such, are considered Level 3 fair value measurements.

Significant inputs include replacement costs for similar assets, relative age of the acquired assets and any potential economic or functional obsolescence associated with the acquired assets.

Amount attributable to liabilities assumed $ 9,280,108

Goodwill $ 2,079,481

The fair value of Equitrans Midstream's property, plant and equipment, which primarily includes gathering, transmission and storage systems and water infrastructure assets, and Equitrans Midstream's equity method investment in the MVP Joint Venture was measured using a combination of a cost and income approach based on inputs that are not observable in the market and, as such, are Level 3 fair value measurements.

Significant inputs to the valuation of Equitrans Midstream's property, plant and equipment and investment in the MVP Joint Venture include replacement costs for similar assets, relative age of the assets, any potential economic or functional obsolescence associated with the assets, future revenue estimates and future operating cost assumptions and estimated weighted average costs of capital.

The fair value of the noncontrolling interest in Eureka Midstream Holdings was calculated using the noncontrolling interest ownership percentage and the enterprise value of Eureka Midstream Holdings, which was measured using a combination of a cost and income approach based on inputs that are not observable in the market and, as such, is a Level 3 fair value measurement.

Significant inputs to the valuation of the noncontrolling interest in Eureka Midstream Holdings include replacement costs for similar assets, relative age of the assets, any potential economic or functional obsolescence associated with the assets, future revenue estimates, future operating cost assumptions and estimated weighted average cost of capital.

As part of the preliminary purchase price allocation, the Company identified intangible assets related to certain of Equitrans Midstream's transmission services contracts.

The fair value of the identified intangible assets was determined using the income approach based on inputs that are not observable in the market and, as such, is a Level 3 fair value measurement.

Significant inputs to the valuation of the identified intangible assets include future revenue estimates, future cost assumptions, estimated contract renewals, a discount rate assumption and an estimated required rate of return on the assets.

The identified intangible assets are amortized over their useful life of 15 years on a straight-line basis, which reflects the pattern in which the Company expects to consume the economic benefits of the assets.

The estimated annual amortization expense for the intangible assets is $ 13.3 million for each of the next 5 years.

The fair value of EQM's senior notes was measured using established fair value methodology.

Because not all of EQM's senior notes are actively traded, their fair value is a Level 2 fair value measurement.

The difference between the fair value and principal amount of the assumed senior notes is amortized over the remaining life of the debt.

The unamortized amount is presented as a reduction of debt in the Consolidated Balance Sheet.

Because the carrying value of borrowings under EQM's revolving credit facility and Eureka's revolving credit facility approximated their respective fair value (as each facility's interest rate is based on prevailing market rates), the Company considers their fair values to be Level 1 fair value measurements.

Goodwill is attributable to the Company's qualitative assumptions of long-term value that the Equitrans Midstream Merger creates for EQT shareholders.

Of the total goodwill, the Company attributed $ 1.2 billion to the vertical integration of the business, including from the elimination of contracted transportation costs with Equitrans Midstream as the Company is unable to recognize intangible assets related to its significant long-term customer contracts with Equitrans Midstream as such contracts became intercompany transactions upon the closing of the Equitrans Midstream Merger.

The Company allocated this amount of total goodwill to its Transmission segment.

In addition, the Company attributed $ 0.9 billion of total goodwill to additional deferred tax liabilities that arose from the differences between the fair value and tax bases of preliminary purchase price allocation that carried over from Equitrans Midstream to the Company.

Given the income tax characteristics of EQM (the entity that holds the gathering and transmission operations acquired in the Equitrans Midstream Merger) the Company presents this amount of total goodwill as "Other" for segments reporting.

Differences between the preliminary purchase price allocation and the final purchase price allocation may change the amount of goodwill recognized.

In conjunction with the Equitrans Midstream Merger, as of the Equitrans Midstream Merger closing date, the Company had unamortized carryover tax basis of $ 647.2 million of tax deductible goodwill.

See Note 5 for a description of the fair value hierarchy.

Post-Acquisition Operating Results .

The table below summarizes amounts contributed by the upstream, gathering and processing assets acquired in the Tug Hill and XcL Midstream Acquisition to the Company's consolidated results for the period from August 22, 2023 through December 31, 2023.

August 22, 2023 through December 31, 2023

Sales of natural gas, NGLs and oil $ 220,500

The table below summarizes amounts contributed by the assets acquired in the Equitrans Midstream Merger, inclusive of intercompany eliminations, to the Company's consolidated results for the period beginning on July 22, 2024 and ending on December 31, 2024.

July 22, 2024 through December 31, 2024

Loss on derivatives $ ( 16,763 )

Net marketing services and other 1,879

Pipeline, net marketing services and other 274,646

Total operating revenues $ 257,883

Net loss $ ( 26,988 )

Net loss (a) $ ( 136,946 )

Net income attributable to noncontrolling interests 12,879

Net loss attributable to EQT Corporation $ ( 149,825 )

(a) Net loss includes $ 280.6 million of transaction costs related to the Equitrans Midstream Merger.

Unaudited Pro Forma Information .

The table below summarizes the Company's results as though the Tug Hill and XcL Midstream Acquisition had been completed on January 1, 2022.

Certain of the Upstream Seller's and Midstream Seller's historical amounts were reclassified to conform to the Company's financial presentation of operations.

Such unaudited pro forma information is provided for informational purposes only and does not represent what consolidated results of operations would have been had the Tug Hill and XcL Midstream Acquisition occurred on January 1, 2022 nor are they indicative of future consolidated results of operations.

The table below summarizes the Company's results as though the Equitrans Midstream Merger had been completed on January 1, 2023.

Certain historical amounts were reclassified to conform to the Company's current financial presentation of operations.

Such unaudited pro forma information is provided for informational purposes only and does not represent what consolidated results of operations would have been had the Equitrans Midstream Merger occurred on January 1, 2023 nor are they indicative of future consolidated results of operations.

Years Ended December 31,

(Thousands, except per share amounts)

Pro forma operating revenues:

Pro forma sales of natural gas, NGLs and oil $ 4,934,366 $ 5,044,768

Pro forma gain (loss) on derivatives 1,996,570 ( 4,528,821 )

Pro forma net marketing services and other 27,720 35,472

Pro forma gain on derivatives 17,685 1,887,016

Pro forma pipeline, net marketing services and other 621,214 616,245

Pro forma total operating revenues $ 5,573,265 $ 7,548,029

Pro forma net income $ 1,911,706 $ 2,575,008

Pro forma net (loss) income attributable to noncontrolling interests ( 688 ) 9,977

Pro forma net income (a) $ 489,503 $ 2,439,515

Pro forma net income attributable to noncontrolling interests 28,303 30,037

Pro forma net income attributable to EQT Corporation $ 461,200 $ 2,409,478

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Pro forma net income attributable to EQT Corporation – Diluted $ 0.77 $ 4.27

(a) Pro forma net income for the year ended December 31, 2024 includes $ 304.8 million of transaction costs related to the Equitrans Midstream Merger.

NEPA Gathering System Acquisition

The Company operates and owns a 50 % interest in a gathering system in northeast Pennsylvania (the NEPA Gathering System).

On February 12, 2024, the Company entered into an agreement to acquire from a minority equity partner an additional 33.75 % interest in the NEPA Gathering System for a purchase price of $ 205 million (the NEPA Gathering System Acquisition), subject to customary post-closing adjustments, including in relation to certain preferential purchase rights of a third party pursuant to a separate construction, ownership and operation agreement between the parties thereto, which, if exercised, would reduce the Company's acquired interests to approximately 25 % for a purchase price of approximately $ 155 million.

The closing of the NEPA Gathering System Acquisition is subject to satisfaction of customary closing conditions, including receipt of applicable regulatory approvals.

In 2021, the Company acquired a 50 % interest in and became the operator of certain gathering assets located in Northeast Pennsylvania (collectively, the NEPA Gathering System).

On April 11, 2024, the Company completed its acquisition of a minority equity partner's 33.75 % interest in the NEPA Gathering System for a purchase price of approximately $ 205 million (the NEPA Gathering System Acquisition), subject to customary post-closing adjustments.

The NEPA Gathering System Acquisition was accounted for as an asset acquisition, and, as such, its purchase price was allocated to property, plant and equipment.

Tug Hill and XcL Midstream Acquisition

On August 22, 2023, the Company completed its acquisition (the Tug Hill and XcL Midstream Acquisition) of the upstream assets from THQ Appalachia I, LLC and the gathering and processing assets from THQ-XcL Holdings I, LLC through the acquisition of all of the issued and outstanding membership interests of each of THQ Appalachia I Midco, LLC and THQ-XcL Holdings I Midco, LLC.

The purchase price for the Tug Hill and XcL Midstream Acquisition consisted of 49,599,796 shares of EQT common stock and approximately $ 2.4 billion in cash, subject to customary post-closing adjustments.

The Company accounted for the Tug Hill and XcL Midstream Acquisition as a business combination using the acquisition method.

The Company completed the purchase price allocation for the Tug Hill and XcL Midstream Acquisition during the first quarter of 2024.

The purchase accounting adjustments recorded in 2024 were not material.

For the years ended December 31, 2024 and 2023, the Company recognized $ 4.4 million and $ 56.3 million, respectively, of transaction costs related to the Tug Hill and XcL Midstream Acquisition in other operating expenses in the Statements of Consolidated Operations.

2022 Asset Acquisition

In the fourth quarter of 2022, the Company closed on the acquisition of approximately 4,600 net Marcellus acres in northeast Pennsylvania (the 2022 Asset Acquisition).

The total purchase price for the acquisition was approximately $ 56 million.

In the fourth quarter of 2022, the Company completed its acquisition (the 2022 Asset Acquisition) of approximately 4,600 net Marcellus acres in Northeast Pennsylvania for a total purchase price of approximately $ 56 million.

The 2022 Asset Acquisition was accounted for as an asset acquisition, and, as such, the purchase price was allocated to property, plant and equipment.

Alta Acquisition

On July 21, 2021, the Company completed its acquisition (the Alta Acquisition) of Alta Marcellus Development, LLC and ARD Operating, LLC and subsidiaries (together, the Alta Target Entities), pursuant to that certain Membership Interest Purchase Agreement, dated May 5, 2021 (the Alta Purchase Agreement), by and among EQT Corporation, EQT Acquisition HoldCo LLC (a wholly-owned indirect subsidiary of EQT Corporation), Alta Resources Development, LLC (Alta Resources) and the Alta Target Entities.

The Alta Target Entities collectively held all of Alta Resources' upstream and midstream assets and liabilities.

The purchase price for the Alta Acquisition consisted of approximately $ 1.0 billion in cash and 98,789,388 shares of EQT Corporation common stock, subject to customary post-closing adjustments.

The Alta Purchase Agreement has an economic effective date of January 1, 2021.

As a result of the Alta Acquisition, the Company acquired approximately 300,000 net Marcellus acres in northeast Pennsylvania, approximately 1.0 Bcfe per day of net production at the time of acquisition, approximately 300 miles of midstream gathering systems, approximately 100 miles of a freshwater system and a firm transportation portfolio to premium demand markets.

Allocation of Purchase Price .

The Alta Acquisition was accounted for as a business combination using the acquisition method.

The following table summarizes the purchase price and fair values of assets acquired and liabilities assumed as of July 21, 2021.

The Company completed the purchase price allocation during the second quarter of 2022, at which time the value of the assets acquired and liabilities assumed were revised.

The purchase accounting adjustments recorded in 2022 were not material to the Company's financial statements.

Purchase Price Allocation

Consideration:

Equity $ 1,925,405

Cash 1,000,000

Total consideration $ 2,925,405

Fair value of assets acquired:

Cash and cash equivalents $ 43,199

Accounts receivable, net 159,539

Property, plant and equipment 3,145,630

Other assets 6,309

Amount attributable to assets acquired $ 3,354,677

Fair value of liabilities assumed:

Accounts payable $ 131,214

Derivative instruments, at fair value 169,744

Other current liabilities 10,127

Other liabilities and credits 118,187

Amount attributable to liabilities assumed $ 429,272

The fair value of the acquired natural gas and oil properties was measured using discounted cash flow valuation techniques based on inputs that are not observable in the market and, as such, are considered Level 3 fair value measurements.

Significant inputs include timing and amount of future development from a market participant perspective.

The fair value of the acquired midstream gathering systems was measured primarily using the cost approach based on inputs that are not observable in the market and, as such, are considered Level 3 fair value measurements.

Significant inputs include replacement costs for similar assets, relative age of the acquired assets and any potential economic or functional obsolescence associated with the acquired assets.

NEPA Non-Operated Asset Divestitures

First NEPA Non-Operated Asset Divestiture .

On May 31, 2024, the Company completed the divestiture (the First NEPA Non-Operated Asset Divestiture) of an undivided 40 % interest in the Company's non-operated natural gas assets in Northeast Pennsylvania with a carrying amount of approximately $ 523 million to Equinor USA Onshore Properties Inc.

and its affiliates (collectively, the Equinor Parties).

The carrying value was composed of approximately $ 549 million of property, plant and equipment, approximately $ 6 million of other current liabilities and approximately $ 20 million of other liabilities and credits.

In exchange, as consideration, the Company received from the Equinor Parties cash of $ 500 million, subject to customary post-closing purchase price adjustments, certain upstream assets and the remaining 16.25 % equity interest in the NEPA Gathering System.

The total fair value of consideration received, net of liabilities assumed, was approximately $ 832 million, subject to customary post-closing purchase price adjustments, and included $ 413 million of property, plant and equipment.

As a result of the First NEPA Non-Operated Asset Divestiture, the Company recognized a gain of approximately $ 299 million in (gain) loss on sale/exchange of long-lived assets in the Statement of Consolidated Operations.

The gain was calculated as the carrying value of the divested assets less the fair value of consideration received, net of liabilities assumed, and approximately $ 10 million of divestiture costs incurred.

The long-lived assets divested and received and resulting gain are reported in the Company's Production segment.

The Company used cash proceeds from the First NEPA Non-Operated Asset Divestiture to partly fund EQT's redemption of its 6.125 % senior notes.

The fair values of the developed and undeveloped natural gas properties received as consideration for the First NEPA Non-Operated Asset Divestiture were measured using discounted cash flow valuation techniques based on inputs that are not observable in the market and, as such, is a Level 3 fair value measurement.

Significant inputs include future commodity prices, projections of estimated quantities of reserves, estimated future rates of production, projected reserve recovery factors, timing and amount of future development operating costs and a weighted average cost of capital as well as future development plans from a market participant perspective with respect to undeveloped properties.

The fair value of the interest in the NEPA Gathering System received as consideration for the First NEPA Non-Operated Asset Divestiture was measured using the cost approach based on inputs that are not observable in the market and, as such, is a Level 3 fair value measurement.

Significant inputs include replacement cost for similar assets, relative age of the assets and potential economic or functional obsolescence.

See Note 5 for a description of the fair value hierarchy.

Reliance Asset Acquisition

On April 1, 2021, the Company closed on the acquisition of certain oil and gas assets (the Reliance Asset Acquisition) from Reliance Marcellus, LLC (Reliance), pursuant to the Company's exercise of a preferential purchase right that was triggered by Northern Oil and Gas, Inc.'s acquisition of Reliance's Marcellus assets.

The total purchase price for the acquisition was approximately $ 69 million, and the assets acquired consisted of approximately 40 MMcfe per day of production at the time of acquisition and 4,100 net acres located in southwest Pennsylvania.

The Reliance Asset Acquisition was accounted for as an asset acquisition and, as such, the purchase price was allocated to property, plant and equipment.

The following table summarizes the Company's income tax expense (benefit).

In addition, subsequent to the completion of the First NEPA Non-Operated Asset Divestiture, the Company and the Equinor Parties entered into a gas buy-back agreement with respect to the assets received by the Company as consideration for the First NEPA Non-Operated Asset Divestiture, whereby the Equinor Parties agreed to purchase a specified amount of natural gas from the Company through the first quarter of 2028.

Second NEPA Non-Operated Asset Divestiture .

On December 31, 2024, the Company completed the divestiture (the Second NEPA Non-Operated Asset Divestiture, and, together with the First NEPA Non-Operated Asset Divestiture, the NEPA Non-Operated Asset Divestitures) of the remaining undivided 60 % interest in the Company's non-operated natural gas assets in Northeast Pennsylvania with a carrying amount of approximately $ 772 million to the Equinor Parties.

The carrying value was composed of approximately $ 812 million of property, plant and equipment, approximately $ 9 million of other current liabilities and approximately $ 31 million of other liabilities and credits.

In exchange, as consideration, the Company received from the Equinor Parties cash of $ 1.25 billion, subject to customary post-closing purchase price adjustments and transaction costs.

As a result of the Second NEPA Non-Operated Asset Divestiture, the Company recognized a gain of approximately $ 463 million in (gain) loss on sale/exchange of long-lived assets in the Statement of Consolidated Operations.

The gain was calculated as the carrying value of the divested assets less the consideration received and approximately $ 7 million of divestiture costs incurred.

The long-lived assets divested and resulting gain are reported in the Company's Production segment.

The Company used cash proceeds from the Second NEPA Non-Operated Asset Divestiture to repay a portion of outstanding borrowings under EQT's revolving credit facility.

The Midstream Joint Venture Transaction

On September 24, 2024, the Company formed PipeBox LLC (the Midstream Joint Venture) as a wholly-owned subsidiary of EQM.

On November 22, 2024, EQM entered into a contribution agreement (the Contribution Agreement) with an affiliate of Blackstone Credit & Insurance (the BXCI Affiliate).

On December 30, 2024, pursuant to the Contribution Agreement, EQM and certain of its affiliates contributed to the Midstream Joint Venture the following assets in exchange for 364,285,715 Class A Units in the Midstream Joint Venture:

(i) EQM's ownership interest in the MVP (via EQM's Series A ownership interest in the MVP Joint Venture), (ii) EQM's regulated transmission and storage assets (including those owned by Equitrans, L.P.), and (iii) EQM's Hammerhead Pipeline System (a 1.6 Bcf per day gathering header pipeline designed to connect natural gas produced in Pennsylvania and West Virginia to the MVP, Texas Eastern Transmission and Eastern Gas Transmission).

In addition, pursuant to the Contribution Agreement, on December 30, 2024, the BXCI Affiliate contributed to the Midstream Joint Venture $ 3.5 billion of cash, net of certain transaction fees and expenses, in exchange for a noncontrolling equity interest of 350,000,000 Class B Units in the Midstream Joint Venture (such contributions by EQM and the BXCI Affiliate, collectively, the Midstream Joint Venture Transaction).

The Midstream Joint Venture Transaction was accounted for as a sale of interest in a subsidiary without a loss of control.

The Company recorded a $ 3.5 billion increase in noncontrolling interest in consolidated subsidiaries and a $ 77.5 million decrease to common shareholders' equity, inclusive of transaction-related expenses incurred by the Company and a $ 13.3 million deferred tax asset.

In addition, on December 30, 2024, EQT (solely for the limited purposes set forth therein), EQM, the BXCI Affiliate and the Midstream Joint Venture entered into an amended and restated limited liability company agreement of the Midstream Joint Venture (the JV Agreement).

The JV Agreement provides for, among other things, quarterly distributions of available cash flow to the Midstream Joint Venture's unitholders, of which EQM, as Class A Unitholder, will receive 40 % and the BXCI Affiliate, as Class B Unitholder, will receive 60 % until the Base Return (as defined in the JV Agreement) has been achieved.

After the Base Return has been achieved and until the 8th anniversary of the closing of the Midstream Joint Venture Transaction of December 30, 2024, 100 % of the Midstream Joint Venture's distributions, including in a liquidation or sale of the Midstream Joint Venture, will be distributed to EQM as Class A Unitholder and zero percent will be distributed to the BXCI Affiliate as Class B Unitholder;

after the Base Return has been achieved and from the 8th anniversary of December 30, 2024 and thereafter, no less than 95 % of the Midstream Joint Venture's distributions, including in a liquidation or sale of the Midstream Joint Venture, will be distributed to EQM as Class A Unitholder, and up to 5 % of the Midstream Joint Venture's distributions will be distributed to the BXCI Affiliate as Class B Unitholder (with specific distribution percentages determined based on the BXCI Affiliate's ownership of Class B Units as of the time of such distribution).

Based on the governing provisions of the JV Agreement, EQT's management determined that the allocation of income between the Company and the BXCI Affiliate should be based on the change in the investors claim on the Midstream Joint Venture's book value.

Under this method, the Company recognizes net income/loss attributable to the noncontrolling interest based on changes to the amount that each member would hypothetically receive at each balance sheet date under the JV Agreement's liquidation provisions, assuming that the net assets of the Midstream Joint Venture were liquidated at the recorded amounts, after taking into account any capital transactions between the Company and the BXCI Affiliate.

The Company used the proceeds from the Midstream Joint Venture Transaction to repay outstanding borrowings, and interest thereon, under the Bridge Credit Facility (defined in Note 10) and the Term Loan Facility and a portion of outstanding borrowings under EQT's revolving credit facility as well as to pay certain transaction fees and expenses related to the Midstream Joint Venture Transaction and other related transactions.

The following table summarizes the Company's income tax expense.

Years Ended December 31,

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Subtotal 14,732 384,666 534,612

Total income tax expense (benefit) $ 368,954 $ 553,720 $ ( 428,037 )

For the year ended December 31, 2023, the current income tax benefit related primarily to 2014 – 2017 audit settlement interest and reduction in prior year state income tax liabilities.

For the year ended December 31, 2022, the current income tax expense related primarily to state income tax liabilities.

For the year ended December 31, 2021, the current income tax benefit related primarily to the sale of state research and development credits.

Total income tax expense $ 22,079 $ 368,954 $ 553,720

For the year ended December 31, 2024, current income tax expense is composed of state and federal income tax liabilities.

For the year ended December 31, 2023, current income tax benefit related primarily to 2014 through 2017 audit settlement interest and reduction in prior year state income tax liabilities.

For the year ended December 31, 2022, current income tax expense related primarily to state income tax liabilities.

On August 16, 2022, President Biden signed into law the Inflation Reduction Act of 2022 (IRA).

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The impact of these changes did not have a material impact on the Company's financial statements and disclosures.

The table below summarizes the reasons for income tax expense (benefit) differences from amounts computed at the federal statutory rate of 21% on pre-tax income.

The table below summarizes the reasons for income tax expense differences from amounts computed at the federal statutory rate of 21% on pre-tax income.

Years Ended December 31,

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(Thousands) (Thousands) (Thousands)

Income (loss) before income taxes $ 2,103,498 $ 2,334,662 $ ( 1,569,538 )

Income before income taxes $ 264,194 $ 2,103,498 $ 2,334,662

Tax at statutory rate $ 55,481 21.0 % $ 441,735 21.0 % $ 490,279 21.0 %

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Valuation allowance ( 9,601 ) ( 3.6 )% ( 81,483 ) ( 3.9 )% 12,685 0.5 %

Convertible debt repurchase premium — — % 35,957 1.5 % — — %

Convertible Notes repurchase premium — — % — — % 35,957 1.5 %

Uncertain tax positions ( 16,977 ) ( 6.4 )% ( 7,015 ) ( 0.3 )% 11,135 0.5 %

State law change ( 11,315 ) ( 4.3 )% ( 21,670 ) ( 1.0 )% ( 49,511 ) ( 2.1 )%

Federal and state tax credits ( 6,537 ) ( 2.5 )% ( 4,715 ) ( 0.2 )% ( 4,319 ) ( 0.2 )%

Transaction costs 6,041 2.3 % — — % — — %

Other ( 453 ) ( 0.2 )% ( 8,161 ) ( 0.4 )% 8,524 0.4 %

Income tax expense (benefit) $ 368,954 17.5 % $ 553,720 23.7 % $ ( 428,037 ) 27.3 %

Income tax expense $ 22,079 8.4 % $ 368,954 17.5 % $ 553,720 23.7 %

The Company's effective tax rate for the year ended December 31, 2024 was lower compared to the U.S.

federal statutory rate due primarily to the release of valuation allowances limiting certain state deferred tax assets and net state deferred tax benefit related to a rate reduction from a Pennsylvania tax law change enacted on July 8, 2022 (the Pennsylvania Tax Legislation) and the Tug Hill and XcL Midstream Acquisition.

The Pennsylvania Tax Legislation lowered the corporate net income tax rate from 9.99% to 8.99% in 2023 and by 0.5% annually thereafter until the corporate net income tax rate reaches 4.99% in 2031.

federal statutory rate due primarily to the release of valuation allowances related to capital loss carryforward utilization, expiration of a statute of limitations related to uncertain tax positions, inclusive of interest, and net state deferred tax benefit related to a rate reduction from a Pennsylvania tax law change enacted on July 8, 2022 (the Pennsylvania Tax Legislation).

The Pennsylvania Tax Legislation lowered the corporate net income tax rate from 8.99% to 8.49% in 2024 and continues to lower the corporate net income tax rate by 0.5% annually thereafter until the corporate net income tax rate reaches 4.99% in 2031.

The rate reductions were partly offset by valuation allowances limiting certain state income tax benefits and non-deductible transaction costs incurred with the Equitrans Midstream Merger.

The Company's effective tax rate for the year ended December 31, 2023 was lower compared to the U.S.

federal statutory rate due primarily to the release of valuation allowances limiting certain state deferred tax assets and net state deferred tax benefit related to a rate reduction from the Pennsylvania Tax Legislation and the Tug Hill and XcL Midstream Acquisition.

The Pennsylvania Tax Legislation lowered the corporate net income tax rate from 9.99% to 8.99% in 2023.

The Company's effective tax rate for the year ended December 31, 2022 was higher compared to the U.S.

federal statutory rate due primarily to state taxes, including valuation allowances limiting certain state tax benefits and nondeductible repurchase premiums on the Convertible Notes, partly offset by state tax benefits related to the Pennsylvania Tax Legislation.

federal statutory rate due primarily to state income taxes, including valuation allowances limiting certain state income tax benefits and nondeductible repurchase premiums on the Convertible Notes (defined in Note 10), partly offset by state income tax benefits related to the Pennsylvania Tax Legislation.

Included in the state law change was a decrease in state net operating loss (NOL) carryforwards of $ 214.1 million and a decrease in state valuation allowance on NOL carryforwards of $ 198.5 million.

The Company's effective tax rate for the year ended December 31, 2021 was higher compared to the U.S.

federal statutory rate due primarily to state taxes, partly offset by valuation allowances that limit certain federal and state tax benefits as well as the West Virginia tax legislation enacted on April 13, 2021 that changed the way taxable income is apportioned in West Virginia for tax years beginning on or after January 1, 2022.

The following table summarizes the source and tax effects of temporary differences between financial reporting and tax bases of assets and liabilities.

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NOL carryforwards $ 708,518 $ 740,802

Net unrealized losses — 171,697

Federal and state capital loss carryforward 99,632 99,837

Federal tax credits 92,730 88,015

Alternative minimum tax carryforward — 81,237

Interest disallowance limitation 106,622 59,668

Other 1,156 5,697

Federal tax credits 89,644 92,730

Net unrealized losses 80,723 —

State capital loss carryforward 44,496 99,632

Incentive compensation and deferred compensation plans 18,032 16,854

Other 2,433 1,156

Deferred tax assets 1,050,468 1,010,842

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Property, plant and equipment ( 2,516,074 ) ( 2,457,946 )

Net unrealized losses ( 166,905 ) —

Deferred tax liabilities ( 2,624,851 ) ( 2,118,827 )

Investment in partnerships ( 1,128,279 ) —

Net unrealized gains — ( 166,905 )

Deferred tax liability ( 3,644,353 ) ( 2,624,851 )

Net deferred tax liability $ ( 2,851,103 ) $ ( 1,904,821 )

During 2023, net deferred tax liability increased by $ 462.4 million compared to 2022 due primarily to current year book income impact to NOLs, partly offset by the release of valuation allowance on certain state NOLs.

During 2024, the net deferred tax liability increased by $ 946.3 million compared to 2023 due primarily to the additional deferred tax liability related to the Company's investment in EQM (treated as a partnership for tax purposes) and the additional deferred tax liabilities that arose from the fair value accounting of net assets acquired in the Equitrans Midstream Merger, partly offset by an increase in net unrealized losses.

The following table presents the expiration periods of the NOL carryforward deferred tax assets and associated valuation allowance by jurisdiction.

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For 2024 and 2023, positive evidence considered included the reversals of financial-to-tax temporary differences, the implementation of and/or ability to employ various tax planning strategies and the Company's estimation of future taxable income.

Negative evidence considered included historical pre-tax book losses of the Company, the uncertainty of future commodity prices and inability to generate capital gains.

A review of positive and negative evidence regarding these tax benefits resulted in the conclusion that valuation allowances for certain NOLs and capital loss carryforwards were warranted as it was more likely than not that the Company would not use them prior to expiration.

During 2023, the Company concluded that the positive evidence, including the Company's change in its cumulative income position from loss to income and its forecasted income, more likely than not outweighed the negative evidence regarding the realization of the Company's deferred tax asset (DTA) for certain state tax NOL carryforwards.

As a result, the Company recorded a state deferred tax benefit of $ 84.9 million related to its valuation allowance for its state NOL carryforwards in the Statement of Consolidated Operations.

The Company retained a valuation allowance related to its NOLs for certain entities and jurisdictions in which it is more likely than not that the benefit from the related DTA will not be realized as well as a valuation allowance against the portion of its federal and state DTAs, such as capital losses, which may expire before being fully utilized due to the limitation to offset only capital gains.

The remaining valuation allowance not presented in the table above is related primarily to the capital loss carryforward realized with the sale of the Company's investment in Equitrans Midstream, which was a capital asset for tax purposes.

Negative evidence considered included historical pre-tax book losses of the Company and the uncertainty of future commodity prices and inability to generate capital gains.

A review of positive and negative evidence regarding these tax benefits resulted in the conclusion that valuation allowances for certain NOLs and state capital loss carryforwards were warranted as it was more likely than not that the Company would not use them prior to expiration.

The remaining valuation allowance (which is not included in the NOL table above) is related primarily to the state capital loss carryforward realized with the sales of the Company's equity investment in Equitrans Midstream occurring between February 2020 and April 2022, which was a capital asset for tax purposes.

Any capital losses from the sale of the investment can only be utilized to offset capital gains and are limited to being carried back 3 years and forward 5 years for potential utilization.

In 2022, the Company sold the remaining portion of its investment in Equitrans Midstream, which generated a capital loss that can only be carried forward for potential future utilization.

In 2021, the Company incurred an unrealized gain when adjusting its investment in Equitrans Midstream to fair value and sold a portion of such investment, which generated a capital loss that can be partly carried back to offset capital gains recognized in an earlier year, with the remainder carried forward.

As of December 31, 2023, the Company had a valuation allowance related to the capital loss carryforward of $ 52.8 million for federal income tax and $ 46.8 million for state income tax purposes due to the limitations on future potential utilization.

As of December 31, 2022, the Company had a valuation allowance related to the capital loss carryforward of $ 52.7 million for federal income tax and $ 47.1 million for state income tax purposes due to the limitations on future potential utilization.

In April 2022, the Company sold the remaining portion of its equity investment in Equitrans Midstream, which generated a capital loss that can only be carried forward for potential future utilization.

During 2024, the Company recognized capital gains from the NEPA Non-operated Asset Divestitures that allowed the Company to recognize in the Statement of Consolidated Operations a federal and state income tax benefit of $ 52.8 million and $ 2.3 million, respectively, related to its valuation allowances for its capital loss carryforwards.

As of December 31, 2024, the Company had a valuation allowance related to the capital loss carryforward of $ 44.5 million for state income tax purposes due to the limitations on future potential utilization.

As of December 31, 2023, the Company had a valuation allowance related to the capital loss carryforward of $ 52.8 million for federal income tax purposes and $ 46.8 million for state income tax purposes due to the limitations on future potential utilization.

The following table reconciles the beginning and ending amount of reserve for uncertain tax positions, excluding interest and penalties.

2 unchanged sentences

Additions for tax positions taken in current year 11,720 11,986 9,612

(Reductions) additions for tax positions taken in prior years ( 883 ) 12,391 1,850

Additions (reductions) for tax positions taken in prior years 15,177 ( 883 ) 12,391

Reductions for tax positions settled with tax authorities ( 29,645 ) ( 125,941 ) —

Reductions for lapse in statute of limitations ( 13,706 ) — —

Balance at December 31 $ 72,743 $ 89,197 $ 204,035

2 unchanged sentences

If recognized, effect to the effective tax rate $ 67,105 $ 83,669 $ 117,341

Recorded in the Consolidated Balance Sheet as reduction of related deferred tax asset for general business credit carryforwards and NOLs $ 77,013 $ 110,744 $ 97,160

Reduction of related deferred tax asset for general business credit carryforwards and NOLs $ 60,415 $ 77,013 $ 110,744

The Company recognizes interest and penalties related to unrecognized tax benefits in income tax expense.

The Company recorded interest and penalties (income) expense of approximately $( 19.8 ) million, $ 6.7 million and $ 4.2 million for the years ended December 31, 2023, 2022 and 2021, respectively.

Interest and penalties of $ 2.3 million and $ 22.2 million were included in the Consolidated Balance Sheets as of December 31, 2023 and 2022, respectively.

As of December 31, 2023, the Company believed that, as a result of potential settlements with relevant taxing authorities, it is reasonably possible that a decrease of $ 29.6 million in unrecognized tax benefits related to federal tax positions may be necessary within twelve months.

In January 2023, the Company settled its consolidated U.S.

federal income tax liability with the IRS through 2017 for amounts included in the reserve for uncertain tax positions as of December 31, 2022 with minimal impact to the effective tax rate.

The settlement resulted in a reduction of liabilities and deferred tax assets of $ 81.2 million and forgone research and development tax credits of $ 44.7 million, which are reflected in the table above.

The incremental refundable alternative minimum tax credits realized with the settlement were included in the income tax receivable in the Consolidated Balance Sheet as of December 31, 2023.

Periodically, the Company is also the subject of various state income tax examinations.

As of December 31, 2023, with few exceptions, the Company is no longer subject to state examinations by tax authorities for years prior to 2016.

The Company recorded interest and penalties expense (income) of approximately $ 0.6 million, $( 19.8 ) million and $ 6.7 million for the years ended December 31, 2024, 2023 and 2022, respectively.

Interest and penalties of $ 2.9 million, $ 2.3 million, and $ 22.2 million were included in the Consolidated Balance Sheets as of December 31, 2024, 2023 and 2022, respectively.

As of December 31, 2024, the Company believed that, as a result of potential settlements with relevant taxing authorities, it is reasonably possible that a decrease of $ 14.6 million in unrecognized tax benefits related to state income tax positions may be necessary within twelve months.

In September 2024, the Company settled its consolidated U.S.

federal income tax liability with the IRS through 2019 for amounts included in the reserve for uncertain tax positions with minimal impact to the effective tax rate.

The settlement resulted in forgone research and development tax credits of $ 29.6 million, which are reflected in the table above.

The refundable alternative minimum tax credits realized with the settlement of the previous IRS audit are included in the income tax receivable in the Consolidated Balance Sheet as of December 31, 2024.

As of December 31, 2024, the Company is no longer subject to state examinations by income tax authorities for years prior to 2016 and has considered ongoing state income tax matters in its reserve for uncertain tax positions.

There were no material changes to the Company's methodology for accounting for unrecognized tax benefits during 2024.

2 unchanged sentences

Principal Value Carrying Value (a) Fair Value (b) Principal Value Carrying Value (a) Fair Value (b)

Term Loan Facility due June 30, 2025 (b) (c) (d) $ 1,250,000 $ 1,244,265 $ 1,244,265 $ — $ — $ —

Senior notes:

7.42 % series B notes due 2023

EQT's revolving credit facility maturing July 23, 2029 $ 150,000 $ 150,000 $ 150,000 $ — $ — $ —

Eureka's revolving credit facility maturing November 13, 2025 320,800 320,800 320,800 — — —

Term Loan Facility due June 30, 2026 — — — 1,250,000 1,244,265 1,244,265

Debentures and senior notes:

EQT's 6.125 % notes due February 1, 2025 (c)

— — — 601,521 600,389 605,082

6.125 % notes due February 1, 2025 (d)

EQT's 1.75 % convertible notes due May 1, 2026

— — — 290,177 286,185 768,554

5.678 % notes due October 1, 2025

EQT's 3.125 % notes due May 15, 2026

392,915 391,193 382,994 392,915 389,978 373,261

1.75 % convertible notes due May 1, 2026

EQT's 7.75 % debentures due July 15, 2026

115,000 114,213 119,590 115,000 113,716 121,590

3.125 % notes due May 15, 2026

EQM's 7.500 % notes due June 1, 2027

500,000 511,377 510,140 — — —

7.75 % debentures due July 15, 2026

EQM's 6.500 % notes due July 1, 2027

900,000 915,538 912,159 — — —

3.90 % notes due October 1, 2027

EQT's 3.90 % notes due October 1, 2027

1,169,503 1,166,523 1,137,248 1,169,503 1,165,439 1,121,027

5.700 % notes due April 1, 2028

EQT's 5.700 % notes due April 1, 2028

500,000 492,640 508,695 500,000 490,376 509,280

5.00 % notes due January 15, 2029

EQM's 5.500 % notes due July 15, 2028

118,683 118,204 117,382 — — —

7.000 % notes due February 1, 2030 (d)

EQT's 5.00 % notes due January 15, 2029

318,494 315,785 314,357 318,494 315,121 316,784

3.625 % notes due May 15, 2031

EQM's 4.50 % notes due January 15, 2029

742,923 711,754 711,297 — — —

Note payable to EQM 88,483 88,483 91,063 94,320 94,320 95,667

EQM's 6.375 % notes due April 1, 2029

600,000 608,667 606,774 — — —

EQT's 7.000 % notes due February 1, 2030 (c)

674,800 671,641 718,358 674,800 671,020 726,645

EQM's 7.500 % notes due June 1, 2030

500,000 535,671 534,950 — — —

EQM's 4.75 % notes due January 15, 2031

1,100,000 1,045,219 1,039,995 — — —

EQT's 3.625 % notes due May 15, 2031

435,165 430,818 388,111 435,165 430,141 389,925

EQT's 5.750 % notes due February 1, 2034

750,000 742,796 744,743 — — —

EQM's 6.500 % notes due July 15, 2048

80,233 81,338 81,932 — — —

EQT's note payable to EQM — — — 88,483 88,483 91,063

Total debt 9,368,516 9,324,177 9,299,525 5,836,058 5,795,113 6,267,476

Current portion of debt (e) 296,424 292,432 774,983 430,668 422,632 983,758

Current portion of debt (d) 320,800 320,800 320,800 296,424 292,432 774,983

Long-term debt $ 9,047,716 $ 9,003,377 $ 8,978,725 $ 5,539,634 $ 5,502,681 $ 5,492,493

(a) For the Company's note payable to EQM, the principal value represents the carrying value.

For all other debt, the principal value less the unamortized debt issuance costs and debt discounts represents the carrying value.

(b) The carrying value of borrowings under the Term Loan Facility approximates fair value as its interest rate is based on prevailing market rates;

therefore, the Company considers the fair value of the Term Loan Facility to be a Level 1 fair value measurement.

The Company measures the fair value of its note payable to EQM using Level 3 inputs.

(a) For EQT's revolving credit facility, Eureka's revolving credit facility and, as of December 31, 2023, EQT's note payable to EQM, the principal value represents carrying value.

For all other debt, the principal value less the unamortized debt issuance costs and debt discounts and, for EQM's senior notes, the unamortized fair value adjustments recorded with Equitrans Midstream Merger purchase price accounting represents carrying value.

(b) The carrying value of borrowings under EQT's revolving credit facility, Eureka's revolving credit facility and, as of December 31, 2023, the Term Loan Facility approximates fair value as their interest rates are based on prevailing market rates;

therefore, the Company considers the fair value of EQT's revolving credit facility, Eureka's revolving credit facility and the Term Loan Facility to be Level 1 fair value measurements.

As of December 31, 2023, the Company measured the fair value of EQT's note payable to EQM using Level 3 inputs.

For all other debt, fair value is measured using Level 2 inputs.

See Note 4 for a description of the fair value hierarchy.

(c) In January 2024, the Company amended the Term Loan Facility to, among other things, extend the maturity date from June 30, 2025 to June 30, 2026.

See below for further discussion of such amendment.

(d) Interest rates for the Term Loan Facility, the Company's senior notes due February 1, 2025 and the Company's senior notes due February 1, 2030 fluctuate based on changes to the credit ratings assigned to the Company's senior notes by Moody's, S&P and Fitch.

Interest rates for the Company's other outstanding debt do not fluctuate.

(e) As of December 31, 2023, the current portion of debt included the 1.75 % convertible notes and a portion of the note payable to EQM.

As of December 31, 2022, the current portion of debt included the 7.42 % series B notes, the 1.75 % convertible notes and a portion of the note payable to EQM.

See Note 5 for the fair value hierarchy.

(c) Interest rates for EQT's 7.000 % senior notes fluctuate based on changes to the credit ratings assigned to EQT's senior notes by Moody's, S&P and Fitch.

Prior to their redemption, interest rates for EQT's 6.125 % senior notes fluctuated based on changes to the credit ratings assigned to EQT's senior notes by Moody's, S&P and Fitch.

Interest rates for the Company's other senior notes do not fluctuate.

(d) As of December 31, 2024, the current portion of debt included borrowings outstanding under Eureka's revolving credit facility.

As of December 31, 2023, the current portion of debt included EQT's 1.75 % convertible notes and a portion of EQT's note payable to EQM.

Upon the closing of the Equitrans Midstream Merger, EQT's note payable to EQM became an intercompany transaction on a consolidated basis and, as such, was effectively settled on July 22, 2024.

Debt Repayments .

The table below summarizes the Company's redemptions or repurchases of debt during the year ended December 31, 2023.

Debt Tranche Principal Premiums/(Discounts) (a) Accrued but Unpaid Interest Total Cost

6.125 % notes due February 1, 2025

The Company repaid, redeemed or repurchased the following debt during the year ended December 31, 2024.

Debt Tranche Principal Premiums/(Discounts) Accrued but Unpaid Interest Total Cost

EQM's 6.000 % notes due July 1, 2025 (a)

$ 400,000 $ 1,284 $ 11,933 $ 413,217

5.678 % notes due October 1, 2025

EQM's 4.125 % notes due December 1, 2026 (a)

500,000 — 1,662 501,662

3.125 % notes due May 15, 2026

EQM's 5.500 % notes due July 15, 2028 (a)

731,317 15,541 18,435 765,293

3.90 % notes due October 1, 2027

EQM's 4.50 % notes due January 15, 2029 (a)

57,077 ( 713 ) 1,177 57,541

5.00 % notes due January 15, 2029

EQM's 6.500 % notes due July 15, 2048 (a)

469,767 27,012 13,995 510,774

7.000 % notes due February 1, 2030

EQM's 4.00 % notes due August 1, 2024

300,000 — 6,000 306,000

3.625 % notes due May 15, 2031

EQT's 6.125 % notes due February 1, 2025

601,521 1,178 13,612 616,311

Term Loan Facility due June 30, 2026 1,250,000 15 6,136 1,256,151

EQT's 1.75 % convertible notes due May 1, 2026

Total $ 4,310,265 $ 44,317 $ 72,950 $ 4,427,532

(a) Includes third-party costs and fees paid to dealer managers and brokers.

Revolving Credit Facility.

The Company has a $ 2.5 billion revolving credit facility that expires on June 28, 2027.

On June 28, 2022, the Company entered into the Third Amended and Restated Credit Agreement (the Third Amendment) with the lenders party thereto and PNC Bank, National Association, as administrative agent, swing line lender and L/C issuer, amending and restating the Second Amended and Restated Credit Agreement, dated as of July 31, 2017 (the Credit Agreement).

The Third Amendment, among other things, (i) extends the maturity date of the commitments and loans under the Credit Agreement to June 28, 2027 and provides, at the Company's option, two one-year extensions thereafter, subject to the approval of the lenders, (ii) allows for commitment increases of up to $ 500 million, subject to the agreement of the Company and new or existing lenders and (iii) allows for Base Rate Loans, Term SOFR Rate Loans, Daily Simple SOFR Loans and Swing Line Loans (each defined in the Third Amendment).

Base Rate Loans bear interest at a Base Rate (as defined in the Third Amendment) plus a margin based on the Company's then current credit ratings.

The Company's revolving credit facility may be used for working capital, capital expenditures, share repurchases and any other lawful corporate purposes.

The Company's revolving credit facility is underwritten by a syndicate of a large group of financial institutions, each of which is obligated to fund its pro-rata portion of any borrowings by the Company.

No one lender of the large group of financial institutions in the syndicate for the Company's revolving credit facility holds more than 10 % of the financial commitments under such facility.

(a) In addition to call premiums (discounts) disclosed, EQM paid $ 7.8 million in third-party advisory costs and fees to dealer managers and brokers for the redemption of its 6.000 % senior notes, redemption of its 4.125 % senior notes and repayment of certain of its senior notes in the EQM Tender Offer (defined below).

EQT's Revolving Credit Facility.

EQT has a $ 3.5 billion revolving credit facility.

On July 22, 2024, EQT entered into a Fourth Amended and Restated Credit Agreement (as amended from time to time, the EQT Credit Agreement) with PNC Bank National Association, as administrative agent, swing line lender and L/C issuer, and the other lenders party thereto, amending and restating the Third Amended and Restated Credit Agreement, dated June 28, 2022 (the Third A&R Credit Agreement), under which such lenders agreed to make to EQT unsecured revolving loans in an aggregate principal amount of up to $ 3.5 billion.

The EQT Credit Agreement, among other things, (i) extended the maturity date of the commitments and loans under the Third A&R Credit Agreement to July 23, 2029 and provides, at EQT's option, two one-year extensions thereafter, subject to satisfaction of certain conditions, and (ii) allows for additional commitment increases up to $ 1 billion, subject to the agreement of EQT and new or existing lenders.

EQT can obtain Base Rate Loans (as defined in the EQT Credit Agreement) or Term SOFR Rate Loans (as defined in the EQT Credit Agreement).

Base Rate Loans are denominated in dollars and bear interest at a Base Rate (as defined in the EQT Credit Agreement) plus a margin ranging from 12.5 basis points to 100 basis points determined on the basis of EQT's credit ratings.

Term SOFR Rate Loans bear interest at a Term SOFR Rate (as defined in the EQT Credit Agreement) plus an additional 10 basis point credit spread adjustment plus a margin ranging from 112.5 basis points to 200 basis points determined on the basis of EQT's credit ratings.

EQT's revolving credit facility may be used for working capital, capital expenditures, share repurchases and any other lawful corporate purposes.

EQT's revolving credit facility is underwritten by a syndicate of a large group of financial institutions, each of which is obligated to fund its pro-rata portion of any borrowings by EQT.

As of December 31, 2024, no one lender of the large group of financial institutions in the syndicate for EQT's revolving credit facility holds more than 10 % of the financial commitments under such facility.

The large syndicate group and relatively low percentage of participation by each lender are expected to limit the Company's exposure to disruption or consolidation in the banking industry.

The Company is not required to maintain compensating bank balances.

The Company's debt issuer credit ratings, as determined by Moody's, S&P or Fitch on its non-credit-enhanced, senior unsecured long-term debt, determine the level of fees associated with the Company's revolving credit facility in addition to the interest rate charged by the lenders on any amounts borrowed against the Company's revolving credit facility;

the lower the Company's debt credit rating, the higher the level of fees and borrowing rate.

The Company's revolving credit facility contains various provisions that, if not complied with, could result in termination of the Company's revolving credit facility, require early payment of amounts outstanding or similar actions.

The most significant covenants and events of default under the Company's revolving credit facility are the maintenance of a debt-to-total capitalization ratio and limitations on transactions with affiliates.

The Company's revolving credit facility contains financial covenants that require a total debt-to-total capitalization ratio of no greater than 65 %.

As of December 31, 2023, the Company was in compliance with all debt provisions and covenants.

As of December 31, 2023 and 2022, the Company had approximately $ 15 million and $ 25 million, respectively, of letters of credit outstanding under its revolving credit facility

Under the Company's revolving credit facility, for the years ended December 31, 2023, 2022 and 2021, the maximum amount of outstanding borrowings was $ 269 million, $ 1.3 billion and $ 1.7 billion, respectively, the average daily balance was approximately $ 40 million, $ 466 million and $ 609 million, respectively, and interest was incurred at a weighted average annual interest rate of 6.9 %, 2.8 % and 1.9 %, respectively.

For the years ended December 31, 2023, 2022 and 2021, the Company incurred commitment fees of approximately 20 , 20 and 28 basis points, respectively, on the undrawn portion of its revolving credit facility to maintain credit availability.

EQT is not required to maintain compensating bank balances.

EQT's debt issuer credit ratings, as determined by Moody's, S&P or Fitch on its non-credit-enhanced, senior unsecured long-term debt, determine the level of fees associated with EQT's revolving credit facility in addition to the interest rate charged by the lenders on any amounts borrowed against EQT's revolving credit facility;

the lower EQT's debt credit rating, the higher the level of fees and borrowing rate.

EQT's revolving credit facility contains various provisions that, if not complied with, could result in termination of EQT's revolving credit facility, require early payment of amounts outstanding or similar actions.

The most significant covenants and events of default under EQT's revolving credit facility are the maintenance of a debt-to-total capitalization ratio and limitations on transactions with affiliates.

EQT's revolving credit facility contains financial covenants that require a total debt-to-total capitalization ratio of no greater than 65 %.

As of December 31, 2024, EQT was in compliance with all provisions and covenants of the EQT Credit Agreement.

As of December 31, 2024 and 2023, the Company had approximately $ 1 million and $ 15 million, respectively, of letters of credit outstanding under EQT's revolving credit facility.

For the years ended December 31, 2024, 2023 and 2022, under EQT's revolving credit facility, the maximum amount of outstanding borrowings was $ 2,357 million, $ 269 million and $ 1,300 million, respectively, the average daily balance was approximately $ 936 million, $ 40 million and $ 466 million, respectively, and interest was incurred at a weighted average annual interest rate of 6.6 %, 6.9 % and 2.8 %, respectively.

For all years ended December 31, 2024, 2023 and 2022, the Company incurred commitment fees of approximately 20 basis points on the undrawn portion of EQT's revolving credit facility to maintain credit availability.

Eureka's Revolving Credit Facility.

Upon the closing of the Equitrans Midstream Merger, the Company acquired a controlling interest in Eureka Midstream Holdings.

See Notes 1 and 6.

Eureka, a wholly-owned subsidiary of Eureka Midstream Holdings, has a $ 400 million senior secured revolving credit facility pursuant to that certain Credit Agreement, dated May 13, 2021, among Eureka, Sumitomo Mitsui Banking Corporation, as administrative agent, the lenders party thereto from time to time and any other persons party thereto from time to time (as amended from time to time, the Eureka Credit Agreement).

Eureka can obtain Base Rate Loans (as defined in the Eureka Credit Agreement) or Term SOFR Rate Loans (as defined in the Eureka Credit Agreement), each plus a margin based on Eureka's consolidated leverage ratio.

Base Rate Loans are denominated in dollars and bear interest at a Base Rate (as defined in the Eureka Credit Agreement) plus a margin ranging from 100 basis points to 225 basis points determined on the basis of Eureka's consolidated leverage ratio.

Term SOFR Rate Loans bear interest at a Term SOFR Rate (as defined in the Eureka Credit Agreement) plus an additional 10 basis point credit spread adjustment plus a margin ranging from 200 basis points to 325 basis points determined on the basis of Eureka's consolidated leverage ratio.

Eureka's revolving credit facility contains negative covenants that, among other things, limit restricted payments, incurrence of debt, dispositions, mergers and other fundamental changes and transactions with affiliates, in each case and as applicable, subject to certain specified exceptions.

In addition, Eureka's revolving credit facility contains certain specified events of default, including insolvency, nonpayment of scheduled principal or interest obligations, loss and failure to replace certain material contracts, change of control and cross-default provisions related to the acceleration or default of certain other financial obligations.

As of December 31, 2024, Eureka was in compliance with all provisions and covenants of the Eureka Credit Agreement.

As of December 31, 2024, Eureka had no letters of credit outstanding under its revolving credit facility.

For the period beginning on July 22, 2024 and ending on December 31, 2024, under Eureka's revolving credit facility, the maximum amount of outstanding borrowings was $ 330 million, the average daily balance was $ 328 million and interest was incurred at a weighted average annual interest rate of 7.8 %.

For the period beginning on July 22, 2024 and ending on December 31, 2024, the Company incurred commitment fees of approximately 50 basis points on the undrawn portion of Eureka's revolving credit facility to maintain credit availability.

EQM's Bridge Credit Facility.

In connection with its entry into the Contribution Agreement, on November 22, 2024, EQM entered into a debt commitment letter with Royal Bank of Canada (EQM Debt Commitment Letter), pursuant to which Royal Bank of Canada committed, subject to satisfaction of certain conditions, to provide EQM with a senior unsecured bridge term loan facility in an aggregate principal amount of up to $ 2.3 billion (the Bridge Credit Facility).

On December 27, 2024, EQM entered into the Bridge Credit Facility and borrowed $ 2.23 billion thereunder to fund (with cash on hand) the redemption and repurchase of certain of EQM's senior notes.

See "Debt Repayments" table and "EQM's Senior Notes." Upon the closing of the Midstream Joint Venture discussed in Note 8, the Company used a portion of the proceeds from the Midstream Joint Venture Transaction to repay outstanding borrowings, and interest thereon, under the Bridge Credit Facility, and, thereafter, EQM terminated the Bridge Credit Facility.

EQM's Revolving Credit Facility.

Immediately following the closing of the Equitrans Midstream Merger, on July 22, 2024, EQM repaid outstanding obligations under that certain Third Amended and Restated Credit Agreement, dated October 31, 2018, by and among EQM, Wells Fargo Bank, National Association, as administrative agent, swing line lender and L/C issuer, and the other financial institutions from time to time party thereto for principal of $ 705 million and interest and fees of $ 4.5 million using cash on hand and cash contributions from EQT funded by borrowings under EQT's revolving credit facility, and, thereafter, EQM terminated its revolving credit facility.

Term Loan Facility .

On November 9, 2022, the Company entered into a Credit Agreement (as amended, the Term Loan Agreement) with PNC Bank, National Association, as administrative agent, and the other lenders party thereto, under which such lenders agreed to make to the Company unsecured term loans in a single draw in an aggregate principal amount of up to $ 1.25 billion (the Term Loan Facility) to partly fund the Tug Hill and XcL Midstream Acquisition.

On August 21, 2023, the Company borrowed $ 1.25 billion under the Term Loan Facility, receiving proceeds, net of $ 7.1 million of debt issuance costs, of $ 1,242.9 million.

On November 9, 2022, EQT entered into a Credit Agreement (as amended from time to time, the Term Loan Agreement) with PNC Bank, National Association, as administrative agent, and the other lenders party thereto, under which such lenders agreed to make to EQT unsecured term loans in a single draw in an aggregate principal amount of up to $ 1.25 billion (the Term Loan Facility) to partly fund the Tug Hill and XcL Midstream Acquisition.

On August 21, 2023, EQT borrowed $ 1.25 billion under the Term Loan Facility, receiving net proceeds of $ 1,242.9 million.

Prior to its draw on the Term Loan Facility, the Company incurred commitment fees of approximately 20 basis points on the undrawn portion of the Term Loan Facility to maintain credit availability.

At the Company's election, the term loans outstanding under the Term Loan Facility bear interest at a Term SOFR Rate plus the SOFR Adjustment or Base Rate (all terms defined in the Term Loan Agreement), each plus a margin based on the Company's credit ratings.

The Company may voluntarily prepay, in whole or in part, borrowings under the Term Loan Facility without premium or penalty but subject to reimbursement of funding losses with respect to prepayment of loans that bear interest based on the Term SOFR Rate.

Borrowings under the Term Loan Facility that are repaid may not be re-borrowed.

During the period from August 21, 2023 through December 31, 2023, under the Term Loan Facility, interest was incurred at a weighted average annual interest rate of 6.9 %.

The Term Loan Agreement contains certain representations and warranties and various affirmative and negative covenants and events of default, including (i) a restriction on the ability of the Company and certain of its subsidiaries to incur or permit liens on assets, subject to certain significant exceptions, (ii) a restriction on the ability of certain of the Company's subsidiaries to incur debt, subject to certain significant exceptions, (iii) the establishment of a maximum consolidated debt-to-total capital ratio of the Company and its subsidiaries of 65 %, (iv) a limitation on certain changes to the Company's business and (v) certain restrictions related to mergers and sales of all or substantially all of the Company's assets.

On January 16, 2024, the Company entered into a third amendment to the Term Loan Agreement to, among other things, extend the maturity date of the Term Loan Agreement from June 30, 2025 to June 30, 2026.

The third amendment to the Term Loan Agreement became effective on January 19, 2024 upon the Company's prepayment of $ 750 million principal amount of the term loans outstanding under the Term Loan Facility, as funded by the proceeds from the Company's 5.750 % senior notes issuance and cash on hand.

Senior Notes .

The indentures governing the Company's long-term indebtedness contain certain restrictive financial and operating covenants, including covenants that restrict, among other things, the Company's ability to incur, as applicable, indebtedness, incur liens, enter into sale and leaseback transactions, complete acquisitions, merge, sell assets and perform certain other corporate actions.

Certain of the Company's senior notes also include an offer to repurchase provision applicable upon the occurrence of certain change of control events specified in the applicable indentures.

Interest rates for the Company's senior notes due February 1, 2025 and senior notes due February 1, 2030 fluctuate based on changes to the credit ratings assigned to the Company's senior notes by Moody's, S&P and Fitch.

Interest rates for the Company's other outstanding senior notes do not fluctuate.

As of December 31, 2023 , aggregate maturities for the Company's senior notes were zero in 2024, $ 602 million in 2025, $ 798 million in 2026, $ 1,170 million in 2027, $ 500 million in 2028 and $ 1,428 million thereafter.

5.700 % Senior Notes.

On October 4, 2022, the Company issued $ 500 million aggregate principal amount of 5.700 % senior notes to partly fund the Tug Hill and XcL Midstream Acquisition.

On May 10, 2023, following the receipt of the requisite consents of holders of a majority of the aggregate principal amount of the Company's 5.700 % senior notes, the Company amended the mandatory redemption provision of the indenture governing the Company's outstanding 5.700 % senior notes.

Under the terms set forth in the consent solicitation statement, the Company paid consent fees of $ 5.3 million in the aggregate to holders of outstanding 5.700 % senior notes who delivered valid consents.

5.750 % Senior Notes.

On January 19, 2024, the Company issued $ 750 million aggregate principal amount of 5.750 % senior notes due February 1, 2034.

The Company used the proceeds, net of $ 8.2 million of debt issuance costs and underwriters' discount, of $ 741.8 million to prepay a portion of the term loans outstanding under the Term Loan Facility.

Note Payable to EQM.

EQM owns a preferred interest in EQT Energy Supply, LLC, a subsidiary of the Company, that is accounted for as a note payable due to the terms of the operating agreement of EQT Energy Supply, LLC.

Principal amounts due for the note payable to EQM are $ 6.2 million in 2024 , $ 6.5 million in 2025 , $ 6.9 million in 2026 , $ 7.3 million in 2027 , $ 7.8 million in 2028 and $ 53.8 million thereafter.

Surety Bonds.

As of December 31, 2022, the Company had approximately $ 180 million of surety bonds outstanding, which were issued pursuant to contractual requirements as a result of the Company's then-assigned credit ratings by Moody's, S&P and Fitch.

The Company had no surety bonds outstanding as of December 31, 2023.

Convertible Notes.

In April 2020, the Company issued $ 500 million aggregate principal amount of 1.75 % convertible senior notes (the Convertible Notes).

On January 2, 2024, in accordance with the indenture governing the Convertible Notes (the Convertible Notes Indenture), the Company issued an irrevocable notice of redemption (the Redemption Notice) for all of the outstanding Convertible Notes and announced that it would redeem any of the Convertible Notes outstanding on January 17, 2024 in cash for 100 % of the principal amount, plus accrued and unpaid interest on such Convertible Notes to, but excluding, such redemption date (the Redemption Price).

Pursuant to the Convertible Notes Indenture and Redemption Notice, in lieu of surrendering their Convertible Notes for redemption, certain holders of the Convertible Notes exercised their right to convert their Convertible Notes prior to the conversion deadline of 5:00 p.m., New York City time, on January 12, 2024 (the Conversion Deadline).

Between January 2, 2024 and the Conversion Deadline, Convertible Notes with an aggregate principal amount of $ 289.6 million were validly surrendered for conversion and 19,992,482 shares of EQT Corporation common stock were issued to the holders of such Convertible Notes.

The remaining $ 0.6 million in outstanding principal amount of Convertible Notes was redeemed (the Redemption) on January 17, 2024 in cash for the Redemption Price.

Prior to the Redemption, holders of the Convertible Notes had the right to convert their Convertible Notes at their option under the following circumstances:

• during any quarter as long as the last reported price of EQT Corporation common stock for at least 20 trading days (consecutive or otherwise) during the period of 30 consecutive trading days ending on the last trading day of the immediately preceding quarter is greater than or equal to 130 % of the conversion price on each such trading day (the Sale Price Condition);

• during the five -business-day period after any five -consecutive-trading-day period (the measurement period) in which the trading price per $1,000 principal amount of the Convertible Notes for each trading day of the measurement period is less than 98 % of the product of the last reported price of EQT Corporation common stock and the conversion rate for the Convertible Notes on each such trading day;

• if the Company calls any or all of the Convertible Notes for redemption at any time prior to the close of business on the second scheduled trading day immediately preceding such redemption date;

• upon the occurrence of certain corporate events set forth in the Convertible Notes Indenture.

As a result of the Sale Price Condition for conversion of the Convertible Notes being satisfied as of December 31, 2023 and the delivery of the Redemption Notice, holders of the Convertible Notes were permitted to convert their Convertible Notes at their option during the period of January 1, 2024 through the Conversion Deadline, subject to the terms and conditions set forth in the Convertible Notes Indenture and Redemption Notice.

In addition, the Sale Price Condition for conversion of the Convertible Notes was satisfied as of December 31, 2022, and, accordingly, holders of the Convertible Notes were permitted to convert their Convertible Notes at their option at any time during the first quarter of 2023, subject to the terms and conditions set forth in the Convertible Notes Indenture.

Therefore, as of December 31, 2023 and 2022, the net carrying value of the Convertible Notes was included in current portion of debt in the Consolidated Balance Sheets.

The table below summarizes adjustments made to the conversion rate for the Convertible Notes as a result of cash dividends paid by the Company on EQT Corporation common stock during 2023.

Dividend Paid Effective Date of Adjustment to Conversion Rate Conversion Shares of EQT Corporation Common Stock per $1,000 Principal Amount

First Quarter of 2023 February 17, 2023 68.0740

Second Quarter of 2023 May 9, 2023 68.3917

Third Quarter of 2023 August 8, 2023 68.6360

Fourth Quarter of 2023 November 7, 2023 68.8912

In addition, as a result of the delivery of the Redemption Notice, during the period of January 2, 2024 through the Conversion Deadline, the conversion rate was further adjusted to 69.0364 shares of EQT Corporation common stock per $1,000 principal amount of Convertible Notes.

The table below summarizes settlements of Convertible Notes conversion right exercises for the year ended December 31, 2023 and the period from January 1, 2024 through the Conversion Deadline.

The Company settled all such conversions in shares of EQT Corporation common stock.

Convertible Notes conversion right exercises are accrued in the period received.

Settlement Month Principal Converted Shares Issued Average Conversion Price

January 2023 $ 7 473 $ 33.70

February 2023 8 541 30.77

March 2023 6 408 31.46

April 2023 58 3,948 32.01

June 2023 4 272 39.06

July 2023 10 682 40.92

September 2023 6 411 42.35

October 2023 8 547 40.52

November 2023 111,650 7,668,374 43.16

December 2023 12,264 844,878 38.04

January 2024 (a) 290,235 20,036,639 38.03

(a) Includes settlements of Convertible Notes conversion right exercises that were exercised in December 2023 but settled in January 2024.

The table below summarizes the components of interest expense related to the Convertible Notes.

The effective interest rate for the Convertible Notes is 2.4 %.

Years Ended December 31,

2023 2022 2021

Contractual interest expense $ 6,947 $ 8,006 $ 8,750

Amortization of issuance costs 2,220 2,522 2,695

Total Convertible Notes interest expense $ 9,167 $ 10,528 $ 11,445

Capped Call Transactions.

In connection with, but separate from, the issuance of the Convertible Notes, the Company entered into capped call transactions (the Capped Call Transactions) with certain financial institutions (the Capped Call Counterparties) to reduce the potential dilution to EQT Corporation common stock upon any conversion of Convertible Notes at maturity and/or offset any cash payments that the Company is required to make in excess of the principal amount of such converted notes.

The Capped Call Transactions had an initial strike price of $ 15.00 per share of EQT Corporation common stock and an initial cap price of $ 18.75 per share of EQT Corporation common stock, each of which were subject to certain customary adjustments, including adjustments as a result of the Company paying dividends on its common stock, and were set to expire in April 2026.

On January 16, 2024, EQT entered into a third amendment to the Term Loan Agreement to, among other things, extend the maturity date of the Term Loan Agreement from June 30, 2025 to June 30, 2026.

The third amendment to the Term Loan Agreement became effective on January 19, 2024 upon EQT's prepayment of $ 750 million principal amount of the term loans outstanding under the Term Loan Facility (funded with the net proceeds from the issuance of EQT's 5.750 % senior notes and cash on hand) and the satisfaction of other closing conditions.

On July 22, 2024, EQT entered into a fourth amendment to the Term Loan Agreement to, among other things, make certain conforming changes to the Term Loan Agreement in alignment with the EQT Credit Agreement.

Upon the closing of the Midstream Joint Venture, the Company used a portion of the proceeds from the Midstream Joint Venture Transaction to repay the remaining $ 500 million of outstanding borrowings, and interest thereon, under the Term Loan Facility, and, thereafter, EQT terminated the Term Loan Facility.

Refer to "Debt Repayments" for details.

Prior to their prepayment, the term loans outstanding under the Term Loan Facility bore interest at either (at EQT's election) a Term SOFR Rate plus the SOFR Adjustment or Base Rate (both terms defined in the Term Loan Agreement), each plus a margin based on EQT's credit ratings.

For the period beginning on January 1, 2024 and ending on December 30, 2024, interest under the Term Loan Facility was incurred at a weighted average annual interest rate of 6.8 %.

For the period beginning on August 21, 2023 and ending on December 31, 2023, interest under the Term Loan Facility was incurred at a weighted average annual interest rate of 6.9 %.

EQM's Senior Notes.

Upon the closing of the Equitrans Midstream Merger, EQM became an indirect wholly-owned subsidiary of EQT, and EQM's outstanding senior notes were consolidated by the Company.

The indentures governing EQM's senior notes contain certain restrictive financial and operating covenants, including covenants that restrict, among other things, EQM's ability to incur, as applicable, indebtedness, incur liens, enter into sale and leaseback transactions, complete acquisitions, merge, sell assets and perform certain other corporate actions.

Certain of EQM's senior notes also include an offer to repurchase provision applicable upon the occurrence of certain change of control events specified in the applicable indentures.

On November 25, 2024, the Company announced EQM's commencement of a tender offer (the EQM Tender Offer) to purchase certain of EQM's senior notes, subject to a maximum aggregate purchase price, excluding accrued and unpaid interest, of up to $ 1.275 billion, in accordance with acceptance priority levels correlating to the order in which the notes are listed as follows:

EQM's 6.500 % senior notes due 2048, EQM's 5.500 % senior notes due 2028, EQM's 4.50 % senior notes due 2029 and EQM's 7.500 % senior notes due 2030.

On December 10, 2024, the Company announced the early results of the EQM Tender Offer, including an increase of the maximum aggregate purchase price to $ 1.3 billion.

On December 27, 2024, EQM used borrowings under the Bridge Credit Facility and cash on hand to fund the EQM Tender Offer.

Refer to "Debt Repayments" for details.

In accordance with the established acceptance priority levels, none of EQM's 7.500 % senior notes due 2030 were purchased.

In conjunction with the EQM Tender Offer, EQM solicited consents from holders of its 6.500 % senior notes due 2048 and 5.500 % senior notes due 2028 (such notes, together, the Affected Notes) to amend that certain Indenture, dated as of August 1, 2014, solely with respect to the Affected Notes, by modifying the reporting covenant contained therein such that EQT would provide the financial statements and other information required thereby in lieu of EQM (the Proposed Amendment).

Each holder who validly tendered Affected Notes pursuant to the EQM Tender Offer was deemed to have validly delivered its related consent to the Proposed Amendment, and, therefore, EQM received the requisite consents to effect the Proposed Amendment.

On December 30, 2024, EQM and The Bank of New York Mellon Trust Company, N.A., as trustee for the Affected Notes, entered into that certain Sixth Supplemental Indenture containing the Proposed Amendment, which immediately became effective and operative upon such entry and applies to all holders of Affected Notes that remain outstanding.

On December 30, 2024, EQM used borrowings under the Bridge Credit Facility and cash on hand to redeem its 6.000 % senior notes due 2025 and 4.125 % senior notes due 2026.

Refer to "Debt Repayments" for details.

As of December 31, 2024, aggregate maturities for EQM's senior notes were zero in 2025 and 2026 , $ 1,400 million in 2027 , $ 119 million in 2028 , $ 1,343 million in 2029 and $ 1,680 million thereafter.

EQT's Senior Notes .

The indentures governing EQT's long-term indebtedness contain certain restrictive financial and operating covenants, including covenants that restrict, among other things, EQT's ability to incur, as applicable, indebtedness, incur liens, enter into sale and leaseback transactions, complete acquisitions, merge, sell assets and perform certain other corporate actions.

Certain of EQT's senior notes also include an offer to repurchase provision applicable upon the occurrence of certain change of control events specified in the applicable indentures.

On January 19, 2024, EQT issued $ 750 million aggregate principal amount of 5.750 % senior notes due 2034.

The Company used net proceeds of $ 742.0 million from the sale and issuance of such notes and cash on hand to prepay $ 750 million principal amount of the term loans outstanding under the Term Loan Facility.

As of December 31, 2024 , aggregate maturities for EQT's senior notes were zero in 2025, $ 508 million in 2026, $ 1,170 million in 2027, $ 500 million in 2028, $ 318 million in 2029 and $ 1,860 million thereafter.

EQT's 1.75 % Convertible Notes.

In April 2020, EQT issued $ 500 million aggregate principal amount of 1.75 % convertible senior notes (the Convertible Notes).

The effective interest rate for the Convertible Notes was 2.4 %.

On January 2, 2024, in accordance with the indenture governing the Convertible Notes (the Convertible Notes Indenture), EQT issued an irrevocable notice of redemption for all of the outstanding Convertible Notes and announced that EQT would redeem any of the Convertible Notes outstanding on January 17, 2024 in cash for 100 % of the principal amount, plus accrued and unpaid interest on such Convertible Notes to, but excluding, such redemption date (the Redemption Price).

Pursuant to the Convertible Notes Indenture, between January 2, 2024 and the conversion deadline of 5:00 p.m., New York City time, on January 12, 2024, certain holders of the Convertible Notes exercised their right to convert their Convertible Notes prior to the redemption and validly surrendered an aggregate principal amount of $ 289.6 million of Convertible Notes.

Based on a conversion rate of 69.0364 shares of EQT common stock per $1,000 principal amount of Convertible Notes, EQT issued to such holders an aggregate 19,992,482 shares of EQT common stock.

Settlement of such Convertible Note conversion right exercises net of unamortized deferred issuance costs increased shareholder's equity by $ 285.6 million.

The remaining $ 0.6 million in outstanding principal amount of Convertible Notes was redeemed on January 17, 2024 in cash for the Redemption Price.

Inclusive of January 2024 settlements of Convertible Notes conversion right exercises that were exercised in December 2023, during January 2024, EQT settled $ 290.2 million aggregate principal amount of Convertible Notes conversion right exercises by issuing an aggregate 20,036,639 shares of EQT common stock to the converting holders at an average conversion price of $ 38.03 .

Settlement and Termination of Capped Call Transactions.

In connection with, but separate from, the issuance of the Convertible Notes, in 2020, EQT entered into capped call transactions (the Capped Call Transactions) with certain financial institutions (the Capped Call Counterparties) to reduce the potential dilution to EQT common stock upon any conversion of Convertible Notes at maturity and/or offset any cash payments that the Company is required to make in excess of the principal amount of such converted notes.

The Capped Call Transactions had an initial strike price of $ 15.00 per share of EQT common stock and an initial cap price of $ 18.75 per share of EQT common stock, each of which were subject to certain customary adjustments, including adjustments as a result of EQT paying dividends on its common stock, and were set to expire in April 2026.

The Company recorded the cost to purchase the Capped Call Transactions of $ 32.5 million as a reduction to shareholders' equity.

On January 18, 2024, the Company entered into separate termination agreements with each of the Capped Call Counterparties, pursuant to which the Capped Call Counterparties paid the Company an aggregate $ 93.3 million (the Termination Payment), and the Capped Call Transactions were terminated.

The Company received the Termination Payment on January 22, 2024.

The Termination Payment was recorded as an increase to shareholders' equity.

As of December 31, 2023, the Company had reserved 16.5 million shares of authorized and unissued EQT Corporation common stock for stock compensation plans and approximately 31.5 million shares of authorized and unissued EQT Corporation common stock for settlement of the Convertible Notes.

On December 13, 2021, the Company announced that its Board of Directors approved a share repurchase program (the Share Repurchase Program) authorizing the Company to repurchase shares of outstanding EQT Corporation common stock for an aggregate purchase price of up to $ 1 billion, excluding fees, commissions and expenses.

On September 6, 2022, the Company announced that its Board of Directors approved a $ 1 billion increase to the Share Repurchase Program, pursuant to which approval the Company is authorized to repurchase shares of outstanding EQT Corporation common stock for an aggregate purchase price of up to $ 2 billion, excluding fees, commissions and expenses.

On January 18, 2024, EQT entered into separate termination agreements with each of the Capped Call Counterparties, pursuant to which the Capped Call Counterparties paid EQT an aggregate $ 93.3 million (the Termination Payments), and the Capped Call Transactions were terminated.

EQT received the Termination Payments on January 22, 2024.

The Termination Payments were recorded as an increase to shareholders' equity.

Investments in Unconsolidated Entities

Equity Method Investments

The Company's pro-rata share of income/loss from the Company's equity method investments is recorded in (income) loss from investments in the Statements of Consolidated Operations.

The table below summarizes the Company's equity method investments.

December 31, 2024 December 31, 2023

Ownership Interest Carrying Value Ownership Interest Carrying Value

(Thousands) (Thousands)

MVP Joint Venture (a):

The MVP (b) 49.3 % $ 3,469,438 — % $ —

MVP Southgate 47.2 % 65,292 — % —

Total MVP Joint Venture 3,534,730 —

Laurel Mountain Midstream, LLC (c) 31 % 28,757 31 % 39,923

WATT Fuel Cell Corporation (d) 15.63 % 14,533 15.43 % 16,700

Yellowbird Energy LLC (e) 50 % 6,135 — % —

Total $ 3,584,155 $ 56,623

(a) Mountain Valley Pipeline, LLC (the MVP Joint Venture) is a Delaware series limited liability company joint venture formed among (i) with respect to Series A, an affiliate of EQT and affiliates of each of NextEra Energy, Inc., Consolidated Edison, Inc., AltaGas Ltd.

and RGC Resources, Inc.

for purposes of constructing, owning and operating the MVP and (ii) with respect to Series B, a wholly-owned subsidiary of EQT and affiliates of NextEra Energy, Inc., AltaGas Ltd.

and RGC Resources, Inc.

for purposes of constructing, owning and operating MVP Southgate.

(b) As discussed in Note 8, upon the completion of the Midstream Joint Venture Transaction, the Company contributed its interest in the MVP (via its Series A ownership interest in the MVP Joint Venture) to the Midstream Joint Venture.

(c) Laurel Mountain Midstream, LLC is a natural gas gathering and processing joint venture formed among the Company, Williams Companies Inc.

and certain other energy companies.

(d) Watt Fuel Cell Corporation is a developer and manufacturer of solid oxide fuel cell systems that operate on common, readily available fuels such as natural gas and propane.

(e) Yellowbird Energy LLC is a joint venture formed in 2024 between a subsidiary of EQT and a third-party investor.

The MVP is a 303 -mile long, 42 -inch diameter natural gas interstate pipeline with a total capacity of 2.0 Bcf per day that spans from the Company's transmission and storage system in Wetzel County, West Virginia to Pittsylvania County, Virginia.

Following receipt of authorization from the Federal Energy Regulatory Commission (the FERC), the MVP entered into service on June 14, 2024 and became available for interruptible or short-term firm transportation service.

On July 1, 2024, the MVP commenced long-term firm capacity obligations.

A wholly-owned subsidiary of EQM is the operator of the MVP.

Estimated total project cost of the MVP is approximately $ 8.1 billion, including contingency and excluding AFUDC during construction.

Of this amount, $ 142.8 million was contributed by the Company following the completion of the Equitrans Midstream Merger.

The Company has a negative basis difference between the carrying value of its equity method investment in the MVP and its proportionate share of the MVP's net assets (composed of fixed assets).

The basis difference is accreted over the useful life of the fixed assets, with accretion expense presented in (income) loss from investments in the Company's Statement of Consolidated Operations.

As of December 31, 2024, the basis difference, net of accretion, was $ 1.3 billion.

For the year ended December 31, 2024, the Company's Series A ownership interest (with respect to the MVP) in the MVP Joint Venture was significant as defined by the SEC's Regulation S-X Rule 1-02(w).

Accordingly, pursuant to Regulation S-X Rule 4-08(g), the following table presents summarized financial information of the MVP Joint Venture in relation to the MVP for the period beginning on July 22, 2024 and ending December 31, 2024 and as of December 31, 2024.

July 22, 2024 to

December 31, 2024

Operating revenues $ 247,360

Operating income $ 126,202

Net income $ 129,773

December 31, 2024

Current assets $ 204,028

Noncurrent assets 9,535,975

Total assets $ 9,740,003

Current liabilities $ 69,303

Noncurrent liabilities 1,514

Total liabilities 70,817

Members' equity 9,669,186

Total liabilities and members' equity $ 9,740,003

MVP Southgate.

MVP Southgate is a contemplated interstate pipeline that was approved by the FERC.

The pipeline was initially designed to extend approximately 75 miles from the MVP in Pittsylvania County, Virginia to new delivery points in Rockingham and Alamance Counties, North Carolina using 24 -inch and 16 -inch diameter pipe.

In December 2023, the MVP Joint Venture entered into precedent agreements with Public Service Company of North Carolina, Inc.

and Duke Energy Carolinas, LLC.

The precedent agreements contemplate a modified project and, among other things, describe certain conditions precedent to the parties' respective obligations regarding MVP Southgate.

As modified, the natural gas interstate pipeline would extend approximately 31 miles from the terminus of the MVP in Pittsylvania County, Virginia to planned new delivery points in Rockingham County, North Carolina using 30 -inch diameter pipe and have a targeted capacity of 550,000 dekatherms per day.

The proposed 31 -mile route passes through a portion of the Southern Virginia Mega Site at Berry Hill, which is one of the largest business parks on the East Coast.

On February 3, 2025, the MVP Joint Venture filed an application with the FERC seeking to amend its existing Certificate of Public Convenience and Necessity to reflect the amended project.

The Company expects a wholly-owned subsidiary of EQM to operate MVP Southgate upon its completion, which is targeted for June 2028.

MVP Southgate is estimated to have a total cost of approximately $ 370 million to $ 430 million, excluding AFUDC and certain costs incurred for purposes of the originally certificated project, of which the Company will fund its proportionate share through capital contributions to the MVP Joint Venture.

Pursuant to the MVP Joint Venture's limited liability company agreement and upon the closing of the Equitrans Midstream Merger, the Company is obligated to provide performance assurances with respect to MVP Southgate that may take the form of a guarantee from EQM (provided that, in accordance with the requirements of the MVP Joint Venture's limited liability company agreement, EQM's debt is assigned an investment grade credit rating), a letter of credit or cash collateral.

Upon receipt of the FERC's initial release to begin construction of MVP Southgate, the Company will be obligated to provide performance assurance in an amount equal to 33 % of its share of MVP Southgate's remaining capital commitments under the applicable construction budget.

Investments in Equity Securities

The Company accounts for its investments in entities that the Company does not have the ability to exercise significant influence over as an investment in equity security.

Changes in the fair value of the Company's investments in equity securities are recorded in (income) loss from investments and dividends received on the Company's investments in equity securities are recorded in other income in the Statements of Consolidated Operations.

The Investment Fund.

As of December 31, 2024, the Company held an investment in a fund (the Investment Fund) that invests in companies that develop technology and operating solutions for exploration and production companies.

As of December 31, 2024 and 2023, the fair value of the Company's investment in the Investment Fund was $ 33.2 million and $ 36.1 million, respectively, and was presented in investments in unconsolidated entities in the Consolidated Balance Sheets.

Equitrans Midstream.

Prior to the Company's sale of all of its then-owned shares of Equitrans Midstream common stock in 2022, the Company accounted for its investment in Equitrans Midstream as an investment in equity security.

Common Stock and Income Per Share

On July 18, 2024, following approval by its shareholders, EQT amended its Restated Articles of Incorporation to increase the authorized number of shares of EQT common stock from 640,000,000 shares to 1,280,000,000 shares.

As of December 31, 2024, the Company had reserved 19.3 million shares of authorized and unissued EQT common stock for stock compensation plans.

On December 13, 2021, the Company announced that its Board of Directors approved a share repurchase program (the Share Repurchase Program) authorizing the Company to repurchase shares of outstanding EQT common stock for an aggregate purchase price of up to $ 1 billion, excluding fees, commissions and expenses.

On September 6, 2022, the Company announced that its Board of Directors approved a $ 1 billion increase to the Share Repurchase Program, pursuant to which approval the Company is authorized to repurchase shares of outstanding EQT common stock for an aggregate purchase price of up to $ 2 billion, excluding fees, commissions and expenses.

The Share Repurchase Program was originally scheduled to expire on December 31, 2023;

however, on April 26, 2023, the Company announced that its Board of Directors approved a one-year extension of the Share Repurchase Program.

however, on April 26, 2023, the Company announced that its Board of Directors approved a one-year extension of the Share Repurchase Program, and, on December 18, 2024, the Company announced that its Board of Directors approved an additional two-year extension of the Share Repurchase Program.

As a result of such extension, the Share Repurchase Program will expire on December 31, 2026, but it may be suspended, modified or discontinued at any time without prior notice.

From the Share Repurchase Program's inception and through December 31, 2024, the Company has purchased shares under the Share Repurchase Program for an aggregate purchase price of $ 622.1 million, excluding fees, commissions and expenses.

The table below summarizes the Company's share repurchases under the Share Repurchase Program for the years ended December 31, 2023 and 2022.

The Company did not repurchase any equity securities during the year ended December 31, 2024.

Total number of shares purchased Aggregate purchase price (a) Average price paid per share (a)

1 unchanged sentence

Year Ended December 31, 2023 5,906,159 200.0 $ 33.86

Year Ended December 31, 2023 5,906,159 200.0 33.86

Total 19,045,800 $ 592.7

(a) Excludes fees and broker commissions.

See Note 8 for a discussion of the Company's issuance of shares of EQT Corporation common stock for settlement of Convertible Notes conversion right exercises for the year ended December 31, 2023 and the period from January 1, 2024 through the Conversion Deadline.

In August 2023, the Company issued 49,599,796 shares of EQT Corporation common stock as part of the consideration for the Tug Hill and XcL Midstream Acquisition described in Note 6.

In July 2021, the Company issued 98,789,388 shares of EQT Corporation common stock as part of the consideration for the Alta Acquisition described in Note 6.

See Note 10 for a discussion of the Company's issuance of shares of EQT common stock for its settlement of Convertible Notes conversion right exercises.

In July 2024, the Company issued 152,427,848 shares of EQT common stock as part of the consideration for the Equitrans Midstream Merger described in Note 6.

In August 2023, the Company issued 49,599,796 shares of EQT common stock as part of the consideration for the Tug Hill and XcL Midstream Acquisition described in Note 6.

Income Per Share.

Basic income per share is computed by dividing net income attributable to EQT Corporation by the weighted average number of common shares outstanding during the period.

Diluted income per share is computed by dividing the sum of net income attributable to EQT Corporation plus the applicable numerator adjustments by the weighted average number of common shares and potentially dilutive securities, net of shares assumed to be repurchased using the treasury stock method.

Potentially dilutive securities arise from the assumed conversion of outstanding stock options and other share-based awards as well as, prior to their redemption, the Convertible Notes.

Purchases of treasury shares are calculated using the average share price of EQT common stock during the period.

Prior to their redemption, the Company used the if-converted method to calculate the impact of the Convertible Notes on diluted income per share.

The table below provides the computation for basic and diluted income per share.

Years Ended December 31,

2024 2023 2022

(Thousands, except per share amounts)

Net income attributable to EQT Corporation – Basic income available to shareholders $ 230,577 $ 1,735,232 $ 1,770,965

Interest expense on Convertible Notes, net of tax 86 7,551 8,019

Diluted income available to shareholders $ 230,663 $ 1,742,783 $ 1,778,984

Weighted average common stock outstanding – Basic 509,597 380,902 370,048

Options, restricted stock, performance awards and stock appreciation rights

4,625 5,232 5,731

Convertible Notes 371 27,090 30,716

Weighted average common stock outstanding – Diluted 514,593 413,224 406,495

Income per share of common stock attributable to EQT Corporation:

Basic $ 0.45 $ 4.56 $ 4.79

Diluted $ 0.45 $ 4.22 $ 4.38

Share-Based Compensation Plans

4 unchanged sentences

Restricted stock awards 25,473 20,119 23,028

Non-qualified stock options 28 221 550

Stock appreciation rights — 4,056 17,406

2 unchanged sentences

(a) For the years ended December 31, 2024 and 2023, share-based compensation expense of $ 105.4 million and $ 3.6 million, respectively, was included in other operating expenses.

Share-based compensation expense for 2024 related primarily to the Equitrans Midstream Merger.

There were no such costs in 2022.

1 unchanged sentence

Prior to 2023, the Company typically used treasury stock to fund awards paid in stock.

Cash received from exercises under all share-based payment arrangements for employees and directors for the year ended December 31, 2022 was $ 15.9 million.

There was no cash received from exercises under all share-based payment arrangements for employees and directors for the years ended December 31, 2023 and 2021.

Cash received from exercises under all share-based payment arrangements for employees and directors for the years ended December 31, 2024 and December 31, 2022 was $ 5.1 million and $ 15.9 million, respectively.

There was no cash received from exercises under all share-based payment arrangements for employees and directors for the year ended December 31, 2023.

During the years ended December 31, 2024, 2023 and 2022, share-based payment arrangements paid in stock generated tax benefits of $ 7.7 million, $ 16.5 million and $ 4.1 million, respectively.

Cash paid for taxes related to net settlement of share-based incentive awards for the years ended December 31, 2024, 2023 and 2022 were $ 102.9 million, $ 41.8 million and $ 24.8 million, respectively.

Incentive Performance Share Unit Programs – Equity & Liability

Incentive Performance Share Unit Programs

The Management Development and Compensation Committee of the Company's Board of Directors (the Compensation Committee) has adopted the following programs under each respective Long-Term Incentive Plan (LTIP):

4 unchanged sentences

• 2024 Incentive Performance Share Unit Program (2024 Incentive PSU Program) under the 2020 LTIP.

The programs noted above are collectively referred to as the Incentive PSU Programs.

The 2020 Incentive PSU Program, 2021 Incentive PSU Program, 2022 Incentive PSU Program and 2023 Incentive PSU Program granted equity awards.

The 2019 Incentive PSU Program granted both equity and liability awards.

The programs noted above are collectively referred to as the Incentive PSU Programs and all granted equity awards.

The Incentive PSU Programs were established to provide long-term incentive opportunities to executives and key employees to further align their interests with those of the Company's shareholders and with the strategic objectives of the Company.

The performance period for each of the awards under the Incentive PSU Programs is 36 months, with vesting occurring upon payment following the expiration of the performance period.

Executive performance incentive program awards granted in year 2019 were earned based on:

• the level of total shareholder return relative to a predefined peer group;

• the level of operating and development cost improvement;

• return on capital employed.

Executive performance incentive program awards granted in year 2020 are earned based on:

7 unchanged sentences

• the Company's performance in achieving its 2025 net zero Scopes 1 and 2 emissions target.

Executive performance incentive program awards granted in year 2023 are earned based on:

Executive performance incentive program awards granted in years 2023 and 2024 are earned based on:

• the level of absolute total shareholder return and total shareholder return relative to a predefined peer group.

The payout factor for the 2019 Incentive PSU Program varied between zero and 300 % of the number of outstanding units contingent upon the performance metrics listed above.

The 2020 Incentive PSU Program has a payout factor that ranges from zero to 150 %, the 2021 Incentive PSU Program and 2023 Incentive PSU Program have a payout factor that ranges from zero to 200 % and the 2022 Incentive PSU Program has a payout factor that ranges from zero to 220 % (which includes the Company's performance in achieving its 2025 net zero Scopes 1 and 2 emissions target).

The Company recorded the 2020 Incentive PSU Program, the 2021 Incentive PSU Program, the 2022 Incentive PSU Program, the 2023 Incentive PSU Program and the portion of the 2019 Incentive PSU Program to be settled in stock as equity awards using a grant date fair value determined through a Monte Carlo simulation, which projected the share price for the Company and its peers at the end point of the performance period.

The 2019 Incentive PSU Program also included awards to be settled in cash, which are recorded at fair value as of the measurement date determined through a Monte Carlo simulation, which projected the share price for the Company and its peers at the end point of the performance period.

The payout factor for the 2020 Incentive PSU Program varied between zero to 150 % of the number of outstanding units contingent upon the performance metrics listed above.

The 2021 Incentive PSU Program, 2023 Incentive PSU Program and 2024 Incentive PSU Program have a payout factor that ranges from zero to 200 % and the 2022 Incentive PSU Program has a payout factor that ranges from zero to 220 % (which includes the Company's performance in achieving its 2025 net zero Scopes 1 and 2 emissions target).

The Company recorded the 2020 Incentive PSU Program, the 2021 Incentive PSU Program, the 2022 Incentive PSU Program, the 2023 Incentive PSU Program and the 2024 Incentive PSU Program as equity awards using a grant date fair value determined through a Monte Carlo simulation, which projected the share price for the Company and its peers at the end point of the performance period.

The expected share prices were generated using each company's annual volatility for the expected term and the commensurate three-year risk-free rate shown in the chart below.

As the Incentive PSU Programs include a performance condition that affects the number of shares that will ultimately vest, the Monte Carlo simulation computed either the grant date fair value for equity awards or the measurement date fair value for liability awards for each possible performance condition outcome on the grant date for equity awards or the measurement date for liability awards.

The Company reevaluates the then-probable outcome at the end of each reporting period to record expense at the probable outcome grant date fair value or measurement date fair value, as applicable.

As the Incentive PSU Programs include a performance condition that affects the number of shares that will ultimately vest, the Monte Carlo simulation computed the grant date fair value for each possible performance condition outcome on the grant date.

The Company reevaluates the then-probable outcome at the end of each reporting period to record expense at the probable outcome grant date fair value as applicable.

Vesting of the units under each Incentive PSU Program occurs upon payment after the end of the performance period.

The following table summarizes Incentive PSU Programs to be settled in stock and classified as equity awards.

Incentive PSU Programs – Equity Settled Nonvested Shares (a) Weighted Average

Incentive PSU Programs – Equity Settled Nonvested Shares Weighted Average

Fair Value Aggregate Fair Value

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2,754,648 $ 16.08 $ 44,281,509

Granted in Period 922,260 23.44 21,617,774

Granted from Multiplier 61,076 76.53 4,674,146

Vested ( 168,416 ) 76.53 ( 12,888,876 )

Outstanding at December 31, 2021

2,754,648 16.08 44,281,509

Granted in Period 575,120 29.73 (b) 17,098,318

Granted in Period 575,120 29.73 (a) 17,098,318

Granted from Multiplier 162,183 29.45 4,776,289

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1,831,553 28.27 51,770,381

(a) For the years ended December 31, 2021 and 2020, the Company settled total shares of 9,550 and 7,020 , respectively, for Equitrans Midstream employees.

(b) The 2022 Incentive PSU Program was granted as a liability award and converted to an equity award in April 2022.

The fair value determined through a Monte Carlo simulation at the time of conversion totaled $ 75.32 per share, which was an increase of $ 45.59 per share from fair value determined through a Monte Carlo simulation at the grant date.

The following table summarizes Incentive PSU Programs to be settled in cash and classified as liability awards.

Incentive PSU Programs – Cash Settled Nonvested Shares (a) Weighted Average

Fair Value Aggregate Fair Value

Outstanding at December 31, 2020

339,695 $ 43.52 $ 14,782,424

Granted in Period 371,500 40.08 14,889,720

Granted from Multiplier 451,805 23.55 10,640,008

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1,292,351 $ 34.86 $ 45,054,280

Granted from Multiplier 81,753 29.32 2,396,998

Vested ( 315,333 ) 29.32 ( 9,245,564 )

Outstanding at December 31, 2022

(a) For the years ended 2021 and 2020, the Company settled total shares paid in cash of 84,697 and 40,018 , respectively, for Equitrans Midstream employees.

(a) The 2022 Incentive PSU Program was granted as a liability award and converted to an equity award in April 2022.

Total capitalized compensation costs related to the Incentive PSU Programs for the years ended December 31, 2024, 2023 and 2022 were $ 0.5 million, $ 0.6 million and $ 0.6 million, respectively.

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Awards are subject to a three-year graded vesting schedule commencing with the date of grant, assuming continued service through each vesting date.

For the years ended December 31, 2023, 2022 and 2021, the weighted average fair value of these restricted stock unit grants, based on the grant date fair value of EQT Corporation common stock, was approximately $ 31.88 , $ 21.65 and $ 13.92 , respectively.

For the years ended December 31, 2024, 2023 and 2022, the weighted average fair value of these restricted stock unit grants, based on the grant date fair value of EQT common stock, was approximately $ 34.54 , $ 31.88 and $ 21.65 , respectively.

In conjunction with the Equitrans Midstream Merger, the Company assumed all outstanding and unvested share-based compensation awards of Equitrans Midstream and converted those assumed awards into 5,175,814 restricted stock unit equity awards.

Employees who were terminated on the closing date were immediately vested in their Company awards.

Company awards of those employees who continued employment with the Company under a transition agreement will vest upon the earlier of (i) the end of the vesting period set forth in the original award agreement or (ii) the end of such employee's employment period set forth in their transition agreement, in both cases subject to continued service through such date.

Company awards of those employees who continued employment with the Company on an at will basis will vest in accordance with the vesting period set forth in the original award agreement, assuming continued service through such date.

The fair value of these converted restricted stock awards was approximately $ 106.3 million of post-combination expense as of December 31, 2024.

The total fair value of restricted stock unit equity awards vested during the years ended December 31, 2024, 2023 and 2022 was $ 155.5 million, $ 23.5 million and $ 16.6 million, respectively.

Total capitalized compensation costs related to the restricted stock unit equity awards was $ 9.6 million, $ 5.7 million and $ 6.6 million for the years ended December 31, 2024, 2023 and 2022, respectively.

As of December 31, 2023, $ 17.1 million of unrecognized compensation cost related to nonvested restricted stock unit equity awards was expected to be recognized over a remaining weighted average vesting term of approximately 0.7 years.

As of December 31, 2024, $ 44.1 million of unrecognized compensation cost related to nonvested restricted stock unit equity awards was expected to be recognized over a remaining weighted average vesting term of approximately 1.0 year.

The following table summarizes restricted stock unit equity award activity as of December 31, 2024.

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2,217,802 23.82 52,819,850

Granted 982,990 34.54 33,950,507

Vested ( 4,861,796 ) 31.98 ( 155,480,899 )

Conversion of Equitrans Midstream awards 5,175,814 35.88 185,708,206

Forfeited ( 90,641 ) 31.92 ( 2,893,279 )

Outstanding at December 31, 2024

3,424,169 $ 33.32 $ 114,104,385

Non-Qualified Stock Options

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Treasury yield curve in effect at the date of grant.

The dividend yield is based on the dividend yield of EQT Corporation common stock at the time of grant.

Expected volatilities are based on historical volatility of EQT Corporation common stock.

The dividend yield is based on the dividend yield of EQT common stock at the time of grant.

Expected volatilities are based on historical volatility of EQT common stock.

The expected term represents the period of time that options granted are expected to be outstanding based on historical option exercise experience.

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Weighted Average Grant Date Fair Value $ 1.61

The total intrinsic value of options exercised during the years ended December 31, 2023 and 2022 was $ 1.4 million and $ 20.2 million, respectively.

There were no stock option exercises in 2021.

The total intrinsic value of options exercised during the years ended December 31, 2024, 2023 and 2022 was $ 0.7 million, $ 1.4 million and $ 20.2 million, respectively.

The following table summarizes option activity as of December 31, 2024.

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Outstanding at January 1, 2024 1,523,536 $ 18.75

1,583,636 $ 18.81

Expired ( 193,726 ) 46.21

Exercised ( 134,474 ) 37.91

Outstanding and Exercisable at December 31, 2023

1,523,536 $ 18.75 2.7 years $ 31,840,100

Outstanding and Exercisable at December 31, 2024 1,195,336 $ 12.14 2.3 years $ 40,604,986

Stock Appreciation Rights

During 2020, the Company granted stock appreciation rights subject to certain performance conditions, such as adjusted well costs and adjusted free cash flow.

The participant was entitled to receive, upon exercise, a number of shares of EQT Corporation common stock, cash or a combination of the two, based upon the excess of the fair market value as of the date of exercise over a base price of $ 10.00 .

The participant was entitled to receive, upon exercise, a number of shares of EQT common stock, cash or a combination of the two, based upon the excess of the fair market value as of the date of exercise over a base price of $ 10.00 .

The awards were accounted for as liability awards and, as such, compensation expense was recorded based on the fair value of the awards as remeasured at the end of each reporting period.

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Treasury yield curve in effect at the reporting date.

The dividend yield was based on the dividend yield of EQT Corporation common stock at the reporting date.

The dividend yield was based on the dividend yield of EQT common stock at the reporting date.

Expected volatilities were based on a 50-50 blend of the expected term-matched historical volatility as of the valuation date and the weighted-average implied volatility from thirty days prior to the valuation date.

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The total intrinsic value of stock appreciation rights exercised during the year ended December 31, 2023 was $ 33.4 million.

There were no exercises in 2022 or 2021.

The following table summarizes stock appreciation rights activity as of December 31, 2023.

Stock Appreciation Rights Shares Weighted Average

Exercise Price Weighted Average

Remaining Contractual Term Aggregate Intrinsic Value

Outstanding at January 1, 2023

1,240,000 $ 10.00

Exercised ( 1,240,000 ) 10.00

Outstanding and Exercisable at December 31, 2023

There were no exercises in 2022.

Non-employee Directors' Share-Based Awards

The Company grants to non-employee directors restricted stock unit awards that vest on the date of the Company's annual meeting of shareholders immediately following the grant of such awards.

The restricted stock unit awards are settled in EQT Corporation common stock on the vesting date or, if elected by the director, following a director's termination of service on the Company's Board of Directors.

The restricted stock unit awards are settled in EQT common stock on the vesting date or, if elected by the director, following a director's termination of service on the Company's Board of Directors.

Awards granted prior to 2020 that are to be paid in cash are accounted for as liability awards and, as such, compensation expense is recorded based on the fair value of the awards as remeasured at the end of each reporting period.

Awards to be settled in EQT Corporation common stock are accounted for as equity awards and, as such, compensation expense is recorded based on the fair value of the awards at the grant date fair value.

Awards to be settled in EQT common stock are accounted for as equity awards and, as such, compensation expense is recorded based on the fair value of the awards at the grant date fair value.

A total of 564,968 non-employee director share-based awards, including accrued dividends, were outstanding as of December 31, 2024.

A total of 70,930 , 66,300 and 44,800 share-based awards were granted to non-employee directors during the years ended December 31, 2024, 2023 and 2022, respectively.

The weighted average fair value of these grants, based on the closing price of EQT Corporation common stock on the business day prior to the grant date, was $ 33.31 , $ 43.97 and $ 17.49 for the years ended December 31, 2023, 2022 and 2021, respectively.

The weighted average fair value of these grants, based on the closing price of EQT common stock on the business day prior to the grant date, was $ 36.14 , $ 33.31 and $ 43.97 for the years ended December 31, 2024, 2023 and 2022, respectively.

Effective in 2025, the Compensation Committee adopted the 2025 Incentive Performance Share Unit Program (2025 Incentive PSU Program) under the 2020 LTIP.

The 2025 Incentive PSU Program was established to align the interests of executives and key employees with the interests of shareholders and the strategic objectives of the Company.

A total of 374,800 share units were granted under the 2025 Incentive PSU Program.

The payout of the share units will vary between zero and 200 % of the number of outstanding units contingent upon the Company's absolute total shareholder return and total shareholder return relative to a predefined peer group over the period of January 1, 2025 through December 31, 2027.

Effective in 2025, the Compensation Committee granted 1,111,480 restricted stock unit equity awards that follow a three-year graded vesting schedule commencing with the date of grant, assuming continued employment through each vesting date.

The share total includes the Company's "equity-for-all" program, instituted in 2021, pursuant to which the Company grants equity awards to all permanent employees.

The Company leases drilling rigs, facilities (including a water storage facility), vehicles and drilling and compression equipment.

To determine the present value of its right-of-use assets and lease liabilities, the Company calculates a discount rate per lease contract based on an estimate of the rate of interest that the Company would pay to borrow (on a collateralized basis, over a similar term) an amount equal to the lease payment obligation.

The Company has elected a practical expedient to forgo application of the recognition requirements under ASU 2016-02, Leases , to short-term leases;

as such, short-term leases are not recorded in the Consolidated Balance Sheets.

In addition, the Company has elected a practical expedient to account for lease and nonlease components together as a lease.

Certain of the Company's lease contracts include variable lease payments, such as payments for property taxes and other operating and maintenance expenses and payments based on asset use, which are not included in the lease cost or the present value of the right-of-use asset or lease liability.

Certain of the Company's lease contracts provide renewal periods at the Company's option;

if a renewal period option is reasonably assured to be exercised, the associated lease payment obligation is included in the present value of the right-of-use asset and lease liability.

As of December 31, 2024 and 2023, the Company was not a lessor.

The following table summarizes the Company's lease costs.

Years Ended December 31,

2024 2023 2022

Operating lease costs $ 41,991 $ 26,755 $ 19,922

Finance lease costs 5,546 2,414 1,716

Variable and short-term lease costs 33,475 24,151 13,726

Total lease costs (a) $ 81,012 $ 53,320 $ 35,364

(a) Includes drilling rig lease costs capitalized to property, plant and equipment of $ 50.5 million, $ 40.8 million and $ 25.4 million, respectively, of which $ 33.1 million, $ 24.5 million and $ 17.7 million, respectively, were operating lease costs for the years ended December 31, 2024, 2023 and 2022.

For the years ended December 31, 2024, 2023 and 2022, cash paid for operating lease liabilities and reported in net cash provided by operating activities in the Statements of Consolidated Cash Flows was $ 13.6 million, $ 10.1 million and $ 10.3 million, respectively.

For the years ended December 31, 2024, 2023 and 2022, cash paid for finance lease liabilities and reported in net cash used in financing activities in the Statements of Consolidated Cash Flows was $ 4.2 million, $ 2.3 million and $ 1.8 million, respectively.

For the Company's operating leases, as of December 31, 2024, 2023 and 2022, the weighted average remaining term was 3.4 years, 1.6 years and 1.8 years, respectively, and the weighted average discount rate was 5.3 %, 4.7 % and 4.5 %, respectively.

For the Company's finance leases, as of December 31, 2024, 2023 and 2022, the weighted average remaining term was 6.8 years, 3.8 years and 3.3 years, respectively, and the weighted average discount rate was 5.1 %, 4.8 % and 3.9 %, respectively.

The Company records its right-of-use assets in other assets and the current and noncurrent portions of its lease liabilities in other current liabilities and other liabilities and credits, respectively, in the Consolidated Balance Sheets.

The following table summarizes the Company's right-of-use assets and lease liabilities.

Right-of-Use Assets

Operating $ 60,496 $ 42,338

Finance 34,803 6,494

Total right-of-use assets $ 95,299 $ 48,832

Lease Liabilities

Current lease liabilities

Operating $ 36,275 $ 43,891

Finance 5,603 2,489

Total current lease liabilities 41,878 46,380

Noncurrent lease liabilities

Operating 29,391 8,443

Finance 29,263 3,754

Total noncurrent lease liabilities 58,654 12,197

Total lease liabilities $ 100,532 $ 58,577

The following table summarizes the Company's lease payment obligations as of December 31, 2024.

Operating Finance Total

2025 $ 38,592 $ 7,192 $ 45,784

2026 8,289 6,420 14,709

2027 7,623 6,057 13,680

2028 6,480 4,806 11,286

2029 5,804 4,523 10,327

Thereafter 5,207 12,126 17,333

Total lease payment obligations 71,995 41,124 113,119

Imputed interest 6,329 6,258 12,587

Present value of lease liabilities $ 65,666 $ 34,866 $ 100,532

Commitments and Contingencies

Purchase Obligations

The Company has commitments for demand charges under existing long-term contracts and binding precedent agreements with various pipelines as well as commitments for processing capacity.

Aggregate future payments for these items as of December 31, 2023 were $ 22.0 billion, composed of $ 1.8 billion in 2024, $ 1.8 billion in 2025, $ 1.7 billion in 2026, $ 1.7 billion in 2027, $ 1.4 billion in 2028 and $ 13.6 billion thereafter (primarily concentrated in 2029 through 2044).

In addition, the Company has commitments to pay for services and materials related to its operations, which primarily include minimum volume commitments to obtain water services and electric hydraulic fracturing services and commitments to purchase equipment, materials and sand.

As of December 31, 2023, future commitments under these contracts were $ 823.1 million, composed of $ 228.8 million in 2024, $ 164.5 million in 2025, $ 138.0 million in 2026, $ 111.0 million in 2027, $ 72.9 million in 2028 and $ 107.9 million thereafter.

See Note 13 for a summary of undiscounted future cash flows owed by the Company as lessee to lessors pursuant to contractual agreements in effect as of December 31, 2023.

The Company has commitments to pay demand charges under long-term contracts and binding precedent agreements with various pipelines as well as charges for processing capacity to extract heavier liquid hydrocarbons from the natural gas stream.

Aggregate future payments for such commitments as of December 31, 2024 were $ 13.6 billion, composed of $ 1.1 billion in 2025, $ 1.1 billion in 2026, $ 1.0 billion in 2027, $ 0.9 billion in 2028, $ 0.9 billion in 2029 and $ 8.6 billion thereafter.

In addition, the Company has commitments to pay for services related to its operations, including electric hydraulic fracturing services, and purchase equipment, materials and sand.

Aggregate future payments for such commitments as of December 31, 2024 were $ 494.3 million, composed of $ 219.9 million in 2025, $ 148.4 million in 2026, $ 88.1 million in 2027 and $ 37.9 million in 2028.

See Note 14 for a summary of undiscounted future cash flows owed to lessors by the Company as lessee pursuant to contractual agreements in effect as of December 31, 2024.

Legal and Regulatory Proceedings

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Securities Class Action Litigation .

On December 6, 2019, an amended putative class action complaint was filed in the United States District Court for the Western District of Pennsylvania by Cambridge Retirement System, Government of Guam Retirement Fund, Northeast Carpenters Annuity Fund, and Northeast Carpenters Pension Fund, on behalf of themselves and all those similarly situated, against EQT Corporation, and certain former executives and current and former board members of EQT Corporation (the Securities Class Action).

The complaint alleges that certain statements made by EQT Corporation regarding its merger with Rice Energy Inc.

On December 6, 2019, an amended putative class action complaint was filed in the United States District Court for the Western District of Pennsylvania by Cambridge Retirement System, Government of Guam Retirement Fund, Northeast Carpenters Annuity Fund, and Northeast Carpenters Pension Fund, on behalf of themselves and all those similarly situated, against EQT, and certain former executives and current and former board members of EQT (the Securities Class Action).

The complaint alleges that certain statements made by EQT regarding its merger with Rice Energy Inc.

in 2017 (the Rice Merger) were materially false and violated various federal securities laws.

Pursuant to the complaint, the plaintiffs seek compensatory or rescissory damages in an unspecified amount for all damages allegedly sustained by the class as a result of alleged negative impacts to EQT Corporation's stock price in 2018 and 2019.

This legal proceeding is currently in discovery and a trial date has not been determined.

Additionally, following the filing of the Securities Class Action complaint, several other lawsuits were filed in the United States District Court for the Western District of Pennsylvania and the Court of Common Pleas of Allegheny County, Pennsylvania by certain shareholders of EQT Corporation against EQT Corporation and certain former executives and current and former board members of EQT Corporation asserting substantially the same allegations as those raised in the Securities Class Action.

Additionally, following the filing of the Securities Class Action complaint, several other lawsuits were filed in the United States District Court for the Western District of Pennsylvania and the Court of Common Pleas of Allegheny County, Pennsylvania by certain shareholders of EQT against EQT and certain former executives and current and former board members of EQT asserting substantially the same allegations as those raised in the Securities Class Action.

These matters are currently pending, the majority of which have been stayed pending a ruling on dispositive motions in the Securities Class Action.

The Company believes it will prevail against the claims asserted in the Securities Class Action and related litigation, but unpredictability is inherent in litigation and the Company cannot predict the outcomes with any certainty.

Following the commencement of the Securities Class Action, the parties engaged in fact and expert discovery.

In June 2024, the discovery phase of the Securities Class Action was completed.

On June 27, 2024, the parties to the Securities Class Action participated in a mediation (the Mediation), which did not result in resolution.

A trial date for the Securities Class Action has not been determined.

In the second quarter of 2024, the Company recorded an accrual for estimated loss contingencies associated with the Securities Class Action in an amount equal to the settlement offer the Company tendered at the Mediation.

Due to the inherent subjectivity of the assessments and unpredictability of outcomes of legal proceedings, the amount accrued for estimated losses associated with the Securities Class Action may not represent the ultimate loss to the Company, and the Company's exposure and ultimate losses may be higher, and possibly significantly so, than the amounts accrued or estimated.

The amount accrued for such estimated losses is based on the Company's analysis of currently available information and is subject to significant judgment and a variety of assumptions and uncertainties and may change as new information is obtained.

While the parties have completed discovery, various motions, including dispositive motions, have not yet been decided, the matters present meaningful legal uncertainties, and predicting the outcome depends on making assumptions about future decisions of courts and the behavior of other parties for which the Company does not currently have sufficient information.

Given these uncertainties, the Company is unable at this time to reasonably estimate the range of possible additional losses above the amount accrued.

The Company disputes the claims asserted in the Securities Class Action and related litigation and believes it has meritorious defenses, but unpredictability is inherent in litigation and the Company cannot predict the outcomes with any certainty.

With respect to the matters described above, the Company is unable at this time to estimate the losses that are reasonably possible to be incurred or a range of such losses due to various factors, including that the proceedings are still in their early stages and discovery is not complete;

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Concentrations of Credit Risk

Revenues and related accounts receivable from the Company's operations are generated primarily from the sale of produced natural gas, NGLs and oil to marketers, utilities and industrial customers located in the Appalachian Basin and in markets that are accessible through the Company's transportation portfolio, which includes markets in the Gulf Coast, Midwest and Northeast United States and Canada.

Revenues and related accounts receivable from the Company's Production segment operations are generated primarily from the sale of produced natural gas, NGLs and oil to marketers, utilities and industrial customers located in the Appalachian Basin and in markets that are accessible through the Company's transportation portfolio, including markets in the Gulf Coast, Midwest and Northeast United States and Canada.

The Company also contracts with certain processors to market a portion of NGLs on behalf of the Company.

The Company does not depend on any single customer and believes that the loss of any one customer would not have an adverse effect on the Company's ability to sell its natural gas, NGLs and oil.

Approximately 93 % and 91 % of the Company's accounts receivable balances as of December 31, 2023 and 2022, respectively, represent amounts due from non-end users.

The Company is not dependent on any single customer and believes that the loss of any one customer would not have an adverse effect on the Company's ability to sell its natural gas, NGLs and oil.

As of December 31, 2024 and 2023, approximately 96 % and 93 %, respectively, of the Company's sales of natural gas, NGLs and oil accounts receivable balances represented amounts due from non-end users.

The Company manages the credit risk of sales to non-end users by limiting its dealings with only non-end users that meet the Company's criteria for credit and liquidity strength and by regularly monitoring these accounts.

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The Company monitors market conditions that may impact the fair value of its derivative contracts.

The Company leases drilling rigs, facilities, vehicles and drilling and compression equipment.

The Company has elected a practical expedient to forgo application of the recognition requirements under ASU 2016-02, Leases , to short-term leases;

as such, short-term leases are not recorded in the Consolidated Balance Sheets.

In addition, the Company has elected a practical expedient to account for lease and nonlease components together as a lease.

Certain of the Company's lease contracts provide renewal periods at the Company's option;

if a renewal period option is reasonably assured to be exercised, the associated lease payment obligation is included in the present value of the right-of-use asset and lease liability.

As of December 31, 2023 and 2022, the Company was not a lessor.

The following table summarizes the Company's lease costs.

Years Ended December 31,

2023 2022 2021

Operating and finance lease costs $ 29,169 $ 21,638 $ 19,826

Variable and short-term lease costs 24,151 13,726 11,516

Total lease costs (a) $ 53,320 $ 35,364 $ 31,342

(a) Includes drilling rig lease costs capitalized to property, plant and equipment of $ 40.8 million, $ 25.4 million and $ 22.1 million, respectively, of which $ 24.5 million, $ 17.7 million and $ 16.5 million, respectively, were operating lease costs for the years ended December 31, 2023, 2022 and 2021.

For the years ended December 31, 2023, 2022 and 2021, cash paid for lease liabilities and reported in net cash provided by operating activities in the Statements of Consolidated Cash Flows was $ 10.1 million, $ 10.3 million and $ 9.7 million, respectively.

For the years ended December 31, 2023, 2022 and 2021, cash paid for lease liabilities and reported in net cash (used in) provided by financing activities in the Statements of Consolidated Cash Flows was $ 2.3 million, $ 1.8 million and $ 1.1 million, respectively.

As of December 31, 2023, 2022 and 2021, the weighted average remaining lease term was 1.8 years, 1.9 years and 2.6 years, respectively.

For the years ended December 31, 2023, 2022 and 2021, the weighted average discount rate was 4.7 %, 4.4 % and 2.9 %, respectively.

The Company records its right-of-use assets in other assets and the current and noncurrent portions of its lease liabilities in other current liabilities and other liabilities and credits , respectively, in the Consolidated Balance Sheets.

As of December 31, 2023 and 2022, total right-of-use assets were $ 48.8 million and $ 29.2 million, respectively, and total lease liabilities were $ 58.6 million and $ 48.0 million, respectively, of which $ 46.4 million and $ 35.4 million, respectively, were classified as current.

The following table summarizes the Company's lease payment obligations as of December 31, 2023.

December 31, 2023

2024 $ 47,865

Thereafter 415

Total lease payment obligations 61,388

Interest 2,811

Present value of lease liabilities $ 58,577

Revenues and related accounts receivable from the Company's Gathering and Transmission segments operations are generated predominantly from the transportation of natural gas in Pennsylvania and West Virginia.

The Company is not dependent on any single third-party customer and believes that the loss of any one customer would not have an adverse effect on the Company's ability to generate revenues through its gathering, transmission and storage services.

Natural Gas Producing Activities (Unaudited)

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Development 1,848,000 1,782,428 1,298,665

(a) Amounts exclude costs for facilities, information technology and other corporate items and include costs for midstream assets.

(b) Amounts in 2023 include $ 2,522.3 million, $ 757.6 million and $ 719.6 million for wells, midstream assets and leases, respectively, acquired in the Tug Hill and XcL Midstream Acquisition described in Note 6.

(a) Amounts for all years presented exclude costs for facilities, information technology and other corporate items.

In addition, amounts for 2024 exclude midstream assets.

Amounts for 2023 and 2022 include costs for midstream assets.

(b) Amounts in 2024 include $ 267.7 million and $ 74.7 million for wells and leases, respectively, received as consideration for the First NEPA Non-Operated Asset Divestiture.

Amounts in 2023 include $ 2,522.3 million, $ 757.6 million and $ 719.6 million for wells, midstream assets and leases, respectively, acquired in the Tug Hill and XcL Midstream Acquisition.

Amounts in 2022 include $ 40.5 million for leases acquired in the 2022 Asset Acquisition.

Amounts in 2021 include $ 1,754.7 million, $ 257.9 million and $ 450.0 million for wells, midstream assets and leases, respectively, acquired in the Alta Acquisition and Reliance Asset Acquisition described in Note 6.

(c) Amounts in 2023 include $ 523.0 million for unproved properties acquired in the Tug Hill and XcL Midstream Acquisition.

(c) Amounts in 2024 include $ 10.8 million for unproved properties received as consideration for the First NEPA Non-Operated Asset Divestiture.

Amounts in 2023 include $ 523.0 million for unproved properties acquired in the Tug Hill and XcL Midstream Acquisition.

Amounts in 2022 include $ 17.1 million for unproved properties acquired in the 2022 Asset Acquisition.

Amounts in 2021 include $ 743.3 million for unproved properties acquired in the Alta Acquisition.

Results of Operations for Producing Activities

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Production 377,007 254,700 300,985

Operating and maintenance 37,951 — —

Exploration 2,735 3,330 3,438

Depreciation and depletion 2,016,670 1,732,142 1,665,962

Loss (gain) on sale/exchange of long-lived assets 17,445 ( 8,446 ) ( 21,124 )

(Gain) loss on sale/exchange of long-lived assets ( 764,431 ) 17,445 ( 8,446 )

Impairment and expiration of leases 97,368 109,421 176,606

5 unchanged sentences

The Company's estimate of proved natural gas, NGLs and oil reserves was prepared by Company engineers.

The engineer primarily responsible for overseeing the preparation of the reserves estimate holds a bachelor's degree in chemical engineering from Michigan Technological University, a master's degree in chemical engineering from Colorado State University, an Executive Master of Business Administration in energy from the University of Oklahoma and is a licensed professional engineer with 24 years of experience in the oil and gas industry.

The engineer primarily responsible for overseeing the preparation of the reserves estimate has 22 years of experience in the oil and gas industry and holds a bachelor's degree in petroleum engineering from the University of Oklahoma, a master's degree in business administration from Oklahoma City University and a Juris Doctor from the Oklahoma City University School of Law.

To support the accurate and timely preparation and disclosure of its reserve estimates, the Company established internal controls over its reserve estimation processes and procedures, including the following:

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Purchase of hydrocarbons in place 413,040 2,600,667 141,038

Sale of natural gas in place ( 1,562,849 ) — —

Extensions, discoveries and other additions 3,125,620 3,411,750 2,494,713

13 unchanged sentences

Purchase of natural gas in place 395,423 2,012,159 141,038

Sale of natural gas in place ( 1,562,849 ) — —

Extensions, discoveries and other additions 2,921,638 3,326,736 2,434,543

38 unchanged sentences

The change in reserves during the year ended December 31, 2024 resulted from the following:

• Conversions of 2,637 billion cubic feet equivalent (Bcfe) of proved undeveloped reserves to proved developed reserves.

• Extensions, discoveries and other additions of 3,126 Bcfe, which exceeded 2024 production of 2,228 Bcfe.

Extensions, discoveries and other additions included an increase of 2,414 Bcfe of proved undeveloped additions associated with acreage that was previously unproved but became proved due to 2024 reserve development that expanded the number of the Company's proven locations and additions to the Company's five-year drilling plan, 498 Bcfe of proved undeveloped additions for previously proved undeveloped properties reclassified from unproved properties due to their addition to the Company's five-year development plan, positive revisions of 157 Bcfe from the extension of lateral lengths of proved undeveloped reserves and 57 Bcfe from converting unproved reserves to proved developed reserves.

• Negative revisions of 925 Bcfe related to proved undeveloped locations that are no longer expected to be developed as proved reserves within five years of initial booking primarily as a result of development schedule changes.

• Negative revisions of 87 Bcfe to proved undeveloped locations primarily related to revisions to lateral lengths and type curves.

• Positive revisions to proved undeveloped locations of 189 Bcfe due primarily to changes in ownership interests.

• Negative revisions of 65 Bcfe primarily from proved developed locations as a result of negative curve revisions.

• Negative revisions of 192 Bcfe from proved developed locations as a result of lower pricing, impacting well economics.

• Purchase of hydrocarbons in place of 413 Bcfe in connection with the First NEPA Non-Operated Asset Divestiture described in Note 7.

• Sale of natural gas in place of 1,563 Bcfe in the NEPA Non-Operated Asset Divestitures described in Note 7.

The change in reserves during the year ended December 31, 2023 resulted from the following:

• Conversions of 2,561 Bcfe of proved undeveloped reserves to proved developed reserves.

16 unchanged sentences

• Purchase of hydrocarbons in place of 141 Bcfe from the 2022 Asset Acquisition described in Note 6.

The change in reserves during the year ended December 31, 2021 resulted from the following:

• Conversions of 1,634 Bcfe of proved undeveloped reserves to proved developed reserves.

• Extensions, discoveries and other additions of 3,104 Bcfe, which exceeded 2021 production of 1,858 Bcfe.

Extensions, discoveries and other additions included an increase of 2,828 Bcfe of proved undeveloped additions associated with acreage that was previously unproved but became proved due to 2021 reserve development that expanded the number of the Company's proven locations, implementation of, and alignment with, the Company's combo-development strategy and additions to the Company's five-year drilling plan, 52 Bcfe from extension of proved undeveloped reserves lateral lengths and 224 Bcfe from converting unproved reserves to proved developed reserves.

• Negative revisions of 819 Bcfe from proved undeveloped locations that are no longer expected to be developed within five years of initial booking as proved reserves as a result of revisions to the Company’s five-year drilling plan allowing for continued alignment with the Company’s combo-development strategy.

• Negative revisions to proved undeveloped locations of 62 Bcfe due primarily to changes in working interests and net revenue interest.

• Negative revisions of 31 Bcfe primarily from proved developed locations as a result of negative curve revisions.

• Positive revisions of 638 Bcfe from higher pricing that impacted well economics.

• Purchase of hydrocarbons in place of 4,187 Bcfe from the Alta Acquisition and Reliance Asset Acquisition described in Note 6 .

Standard Measure of Discounted Future Cash Flow

Management cautions that the standard measure of discounted future cash flows should not be viewed as an indication of the fair market value of natural gas and oil producing properties, nor of the future cash flows expected to be generated therefrom.

Standardized Measure of Discounted Future Cash Flow

Management cautions that the standardized measure of discounted future net cash flows should not be viewed as an indication of the fair market value of natural gas and oil producing properties, nor of the future cash flows expected to be generated therefrom.

The information presented does not give recognition to future changes in estimated reserves, selling prices or costs and has been discounted at a rate of 10 %.

7 unchanged sentences

10 % annual discount for estimated timing of cash flows

( 9,095,069 ) ( 9,768,282 ) ( 47,547,025 )

Standardized measure of discounted future net cash flows $ 7,999,140 $ 9,262,349 $ 40,064,524

4 unchanged sentences

2024 2023 2022

Oil for West Texas Intermediate (WTI) ($/Bbl) $ 78.21 $ 94.14 $ 66.55

Less regional adjustments ($/Bbl) 14.35 17.31 14.98

Oil price ($/Bbl) 63.86 76.83 51.57

Natural gas for NYMEX ($/MMBtu) $ 2.130 $ 2.637 $ 6.357

2 unchanged sentences

NGLs price ($/Bbl) 29.28 28.44 38.66

Oil for West Texas Intermediate (WTI) ($/Bbl) 76.32 78.21 94.14

Less regional adjustments ($/Bbl) 16.87 14.35 17.31

Oil price ($/Bbl) 59.45 63.86 76.83

(b) Includes approximately $ 2,553 million, $ 2,443 million and $ 2,098 million for future plugging and abandonment costs as of December 31, 2024, 2023 and 2022, respectively.

8 unchanged sentences

Net purchase of minerals in place 269,453 2,131,567 280,233

Revisions of previous quantity estimates ( 2,768,922 ) ( 299,423 ) 184,552

Net sale of minerals in place ( 692,019 ) — —

Revision of previous estimates ( 263,191 ) ( 2,768,922 ) ( 299,423 )

Accretion of discount 926,235 4,006,452 1,728,112

4 unchanged sentences

Balance at December 31 $ 7,999,140 $ 9,262,349 $ 40,064,524

Following the completion of the Equitrans Midstream Merger as described in Note 6, the Company updated certain of its cost assumptions for estimating its proved reserves to reflect the Company's ownership of the assets acquired in the Equitrans Midstream Merger and the elimination of the gathering, transportation and water service costs from the pre-existing contractual relationships between the Company and Equitrans Midstream, which are treated as intercompany transactions on a consolidated basis.

Similarly, the Company updated certain of its future cost assumptions to include the additional expenses required to build and maintain the acquired midstream assets, which are needed to transport the Company's produced gas to the first liquid sales point.

Lastly, following the completion of the Midstream Joint Venture Transaction as discussed in Note 8, the Company updated certain of its future cost assumptions to account for changes in the noncontrolling interest ownership of the assets owned by the Midstream Joint Venture.

The Company believes that the methodology used in developing these assumptions best reflects the current economic conditions affecting the Company's reserves and gives consideration to the Company's ownership interest in its midstream assets.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

1 unchanged sentence

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 8. Financial Statements and Supplementary Data