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Item 1. Financial Statements

2025-04-23 compared with 2024-10-30 · 325 added, 617 removed, 444 unchanged (68% of the section changed)

3 unchanged sentences

Three Months Ended

September 30, Nine Months Ended

September 30,

2024 2023 2024 2023

(Thousands, except per share amounts)

1 unchanged sentence

Sales of natural gas, natural gas liquids and oil $ 2,244,727 $ 1,303,905

Gain on derivatives 66,816 177,906 234,660 1,167,144

(Loss) gain on derivatives ( 678,919 ) 106,511

Pipeline, net marketing services and other 174,042 1,852

7 unchanged sentences

Depreciation, depletion and amortization 620,775 486,750

Loss (gain) on sale/exchange of long-lived assets 10,117 1,511 ( 309,865 ) 17,814

Loss on sale/exchange of long-lived assets 231 147

Impairment and expiration of leases 2,661 9,209

1 unchanged sentence

Total operating expenses 1,243,600 1,229,548

Operating (loss) income ( 281,840 ) 15,807 ( 96,149 ) 1,591,694

(Income) loss from investments ( 34,242 ) 546 ( 36,674 ) ( 5,310 )

Operating income 496,250 182,720

Income from investments ( 26,462 ) ( 2,260 )

Other income ( 623 ) ( 205 )

Loss (gain) on debt extinguishment 365 1,089 5,651 ( 55 )

Loss on debt extinguishment 11,680 3,449

Interest expense, net 117,569 54,371

(Loss) income before income taxes ( 402,302 ) ( 46,123 ) ( 309,920 ) 1,451,072

Income tax (benefit) expense ( 104,870 ) ( 126,853 ) ( 124,790 ) 217,975

Net (loss) income ( 297,432 ) 80,730 ( 185,130 ) 1,233,097

Income before income taxes 394,086 127,365

Income tax expense 78,668 24,302

Net income 315,418 103,063

Net income (loss) attributable to noncontrolling interests 73,279 ( 425 )

Net (loss) income attributable to EQT Corporation $ ( 300,823 ) $ 81,255 $ ( 187,818 ) $ 1,233,177

(Loss) income per share of common stock attributable to EQT Corporation:

Net income attributable to EQT Corporation $ 242,139 $ 103,488

Income per share of common stock attributable to EQT Corporation:

Weighted average common stock outstanding 597,976 439,459

Net (loss) income attributable to EQT Corporation $ ( 0.54 ) $ 0.21 $ ( 0.39 ) $ 3.34

Net income attributable to EQT Corporation $ 0.40 $ 0.24

Diluted (Note 10):

Weighted average common stock outstanding 602,838 444,967

Net (loss) income attributable to EQT Corporation $ ( 0.54 ) $ 0.20 $ ( 0.39 ) $ 3.08

Net income attributable to EQT Corporation $ 0.40 $ 0.23

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

EQT CORPORATION AND SUBSIDIARIES

STATEMENTS OF CONDENSED CONSOLIDATED COMPREHENSIVE (LOSS) INCOME (UNAUDITED)

STATEMENTS OF CONDENSED CONSOLIDATED COMPREHENSIVE INCOME (UNAUDITED)

Three Months Ended

September 30, Nine Months Ended

September 30,

2024 2023 2024 2023

Net (loss) income $ ( 297,432 ) $ 80,730 $ ( 185,130 ) $ 1,233,097

Net income $ 315,418 $ 103,063

Other comprehensive income, net of tax:

1 unchanged sentence

$ 29 and $ 13

28 57 114 270

Comprehensive (loss) income ( 297,404 ) 80,787 ( 185,016 ) 1,233,367

Comprehensive income 315,455 103,106

Comprehensive income (loss) attributable to noncontrolling interests 73,279 ( 425 )

Comprehensive (loss) income attributable to EQT Corporation $ ( 300,795 ) $ 81,312 $ ( 187,704 ) $ 1,233,447

Comprehensive income attributable to EQT Corporation $ 242,176 $ 103,531

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

1 unchanged sentence

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)

September 30, 2024 December 31, 2023

March 31, 2025 December 31, 2024

Current assets:

Cash and cash equivalents $ 281,764 $ 202,093

Accounts receivable (less provision for doubtful accounts:

Accounts receivable (less allowance for credit losses:

$ 1,298 and $ 12,529 )

7 unchanged sentences

Net property, plant and equipment 31,660,705 31,747,818

Investment in the MVP Joint Venture 3,358,346 —

Investments in unconsolidated entities 3,580,038 3,617,397

Net intangible assets 211,564 215,257

11 unchanged sentences

Revolving credit facility borrowings — 150,000

Term Loan Facility borrowings 497,970 1,244,265

Senior notes 8,107,783 8,853,377

Note payable to EQM Midstream Partners, LP — 82,236

Deferred income taxes 2,886,363 2,851,103

3 unchanged sentences

shares authorized:

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

1,280,000 , shares issued:

598,586 and 596,870

9 unchanged sentences

STATEMENTS OF CONDENSED CONSOLIDATED CASH FLOWS (UNAUDITED)

Nine Months Ended September 30,

Three Months Ended March 31,

Cash flows from operating activities:

Net (loss) income $ ( 185,130 ) $ 1,233,097

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

Deferred income tax (benefit) expense ( 123,725 ) 227,701

Net income $ 315,418 $ 103,063

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

Deferred income tax expense 72,223 23,394

Depreciation, depletion and amortization 620,775 486,750

Gain/loss on sale/exchange of long-lived assets and impairments ( 250,902 ) 40,104

Loss on sale/exchange of long-lived assets 231 147

Impairments 2,661 9,209

Income from investments ( 26,462 ) ( 2,260 )

Loss (gain) on debt extinguishment 5,651 ( 55 )

Loss on debt extinguishment 11,680 3,449

Share-based compensation expense 14,768 10,551

1 unchanged sentence

Other 1,979 2,797

Gain on derivatives ( 234,660 ) ( 1,167,144 )

Net cash settlements received on derivatives 1,037,321 625,051

Loss (gain) on derivatives 678,919 ( 106,511 )

Net cash settlements (paid) received on derivatives ( 91,986 ) 451,004

Net premiums paid on derivatives — ( 33,904 )

7 unchanged sentences

Capital expenditures ( 499,649 ) ( 534,468 )

Cash paid for acquisitions ( 864,242 ) ( 2,288,201 )

Cash paid for acquisitions, net of cash acquired ( 10,000 ) ( 30,053 )

Proceeds from sale/exchange of assets ( 6,449 ) —

9 unchanged sentences

Repayment and retirement of debt ( 739,554 ) ( 752,112 )

(Premiums paid) discounts received on debt extinguishment ( 1,543 ) 5,313

Premiums paid on debt extinguishment ( 10,461 ) —

Dividends paid ( 94,097 ) ( 69,412 )

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

Net distribution to noncontrolling interest ( 1,640 ) ( 7,322 )

Distribution to noncontrolling interest ( 44,729 ) —

Cash paid for taxes to net settle share-based incentive awards ( 50,242 ) ( 34,329 )

Other financing activities ( 2,569 ) ( 730 )

Net cash provided by (used in) financing activities 99,638 ( 174,249 )

Net cash used in financing activities ( 1,127,452 ) ( 21,440 )

Net change in cash and cash equivalents 79,671 567,071

9 unchanged sentences

(Thousands, except per share amounts)

Balance at July 1, 2023 361,654 $ 9,790,855 $ 2,217,698 $ ( 2,781 ) $ 39,256 $ 12,045,028

Comprehensive income, net of tax:

Net income (loss) 81,255 ( 525 ) 80,730

Other postretirement benefits liability adjustment, net of tax:

Dividends ($ 0.15 per share)

( 54,249 ) ( 54,249 )

Share-based compensation plans 56 14,939 14,939

Convertible Notes settlements 1 16 16

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

Distribution to noncontrolling interest ( 5,279 ) ( 5,279 )

Dissolution of consolidated variable interest entity ( 25,227 ) ( 25,227 )

Other 911 911

Balance at September 30, 2023 411,311 $ 11,958,441 $ 2,245,615 $ ( 2,724 ) $ 8,225 $ 14,209,557

Balance at July 1, 2024 441,597 $ 12,464,492 $ 2,655,940 $ ( 2,598 ) $ 6,914 $ 15,124,748

Comprehensive loss, net of tax:

Net (loss) income ( 300,823 ) 3,391 ( 297,432 )

Other postretirement benefits liability adjustment, net of tax:

Dividends ($ 0.1575 per share)

( 94,031 ) ( 94,031 )

Share-based compensation plans 2,243 63,143 63,143

Equitrans Midstream Merger 152,428 5,548,608 144,894 5,693,502

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

Balance at September 30, 2024 596,268 $ 18,076,243 $ 2,261,086 $ ( 2,570 ) $ 153,559 $ 20,488,318

Common shares authorized (in thousands):

640,000 and 1,280,000 .

Preferred shares authorized (in thousands):

There were no preferred shares issued or outstanding.

(a) Amounts included in accumulated other comprehensive loss are related to other postretirement benefits liability adjustments, net of tax, which are attributable to net actuarial losses and net prior service costs.

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

EQT CORPORATION AND SUBSIDIARIES

STATEMENTS OF CONDENSED CONSOLIDATED EQUITY (UNAUDITED)

Shares Amount Retained Earnings Accumulated Other

Comprehensive Loss (a) Noncontrolling Interest in

Consolidated Subsidiaries Total Equity

(Thousands, except per share amounts)

Balance at January 1, 2024 419,896 $ 12,093,986 $ 2,681,898 $ ( 2,684 ) $ 7,617 $ 14,780,817

6 unchanged sentences

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

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

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

Contribution from noncontrolling interest 3,750 3,750

Dissolution of consolidated variable interest entity ( 25,227 ) ( 25,227 )

Other 911 911

Balance at September 30, 2023 411,311 $ 11,958,441 $ 2,245,615 $ ( 2,724 ) $ 8,225 $ 14,209,557

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

Balance at March 31, 2024 441,558 $ 12,450,876 $ 2,715,974 $ ( 2,641 ) $ 7,192 $ 15,171,401

Balance at January 1, 2025 596,870 $ 18,014,711 $ 2,585,238 $ ( 2,321 ) $ 3,680,508 $ 24,278,136

Comprehensive loss, net of tax:

Net (loss) income ( 187,818 ) 2,688 ( 185,130 )

Comprehensive income, net of tax:

Net income 242,139 73,279 315,418

Other postretirement benefits liability adjustment, net of tax:

2 unchanged sentences

Share-based compensation plans 1,716 ( 30,968 ) ( 30,968 )

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

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

Equitrans Midstream Merger 152,428 5,548,608 144,894 5,693,502

Equitrans Midstream Merger (Note 11) 248 248

Change in ownership of consolidated subsidiary 375 375

Distribution to noncontrolling interest ( 68,646 ) ( 68,646 )

Balance at September 30, 2024 596,268 $ 18,076,243 $ 2,261,086 $ ( 2,570 ) $ 153,559 $ 20,488,318

Balance at March 31, 2025 598,586 $ 17,984,118 $ 2,736,046 $ ( 2,284 ) $ 3,685,389 $ 24,403,269

Common shares authorized (in thousands):

8 unchanged sentences

Nature of Operations.

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

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

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

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

Basis of Presentation.

1 unchanged sentence

Accordingly, they do not include all information and notes required by GAAP for complete financial statements.

In the opinion of management, these statements include all adjustments (consisting of only normal recurring accruals unless otherwise disclosed in this Quarterly Report on Form 10-Q) necessary for a fair presentation of the financial position of the Company as of September 30, 2024 and December 31, 2023, the results of its operations and equity for the three and nine month periods ended September 30, 2024 and 2023 and its cash flows for the nine month periods ended September 30, 2024 and 2023.

In the opinion of management, these statements include all adjustments (consisting of only normal recurring accruals unless otherwise disclosed in this Quarterly Report on Form 10-Q) necessary for a fair presentation of the financial position of the Company as of March 31, 2025 and December 31, 2024 and the results of its operations, equity and cash flows for the three months ended March 31, 2025 and 2024.

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

1 unchanged sentence

The Condensed Consolidated Balance Sheet at December 31, 2024 has been derived from the audited financial statements at that date.

For further information, refer to the Consolidated Financial Statements and accompanying notes in the Company's Annual Report on Form 10-K for the year ended December 31, 2023.

Principles of Consolidation.

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

For further information, refer to the Consolidated Financial Statements and accompanying notes in EQT's Annual Report on Form 10-K for the year ended December 31, 2024.

Principles of Consolidation and Noncontrolling Interests.

The Condensed 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.

Upon the closing of the Equitrans Midstream Merger (defined in Note 12), the Company acquired a controlling 60 % interest in Eureka Midstream Holdings, LLC (Eureka Midstream Holdings) and an equity method investment in Mountain Valley Pipeline, LLC (the MVP Joint Venture).

Eureka Midstream Holdings is a joint venture that owns a gathering header pipeline system that is operated by a subsidiary of EQT.

Because the Company is the primary beneficiary of Eureka Midstream Holdings, the Company consolidates Eureka Midstream Holdings and records noncontrolling interest in its Condensed Consolidated Financial Statements.

See Note 7 for discussion of the revolving credit facility of Eureka Midstream, LLC (Eureka), a wholly-owned subsidiary of Eureka Midstream Holdings.

The MVP Joint Venture is a joint venture formed among a subsidiary of EQT and, as applicable, affiliates of each of NextEra Energy, Inc., Consolidated Edison, Inc., AltaGas Ltd.

and RGC Resources, Inc.

for purposes of constructing and operating the Mountain Valley Pipeline (the MVP) and the MVP Southgate project (MVP Southgate).

See Note 8 for further discussion of the MVP Joint Venture, the MVP and MVP Southgate.

Because the Company has the ability to exercise significant influence over the MVP Joint Venture but does not have the power to direct the activities that most significantly affect the MVP Joint Venture's economic performance, the Company applies the equity method of accounting to the MVP Joint Venture.

EQT CORPORATION AND SUBSIDIARIES

Notes to the Condensed Consolidated Financial Statements (Unaudited)

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

Supplemental Cash Flow Information .

The following table summarizes net cash paid for interest and income taxes and non-cash activity included in the Statements of Condensed Consolidated Cash Flows.

Nine Months Ended September 30,

Three Months Ended

Cash paid during the period for:

2 unchanged sentences

Non-cash activity during the period for:

Equity issued as consideration for acquisition (Notes 12 and 11)

$ 5,548,608 $ 2,152,631

Issuance of EQT common stock for Convertible Notes settlement (Note 7)

NEPA Non-Operated Asset Divestiture (Note 11)

Distribution payable to noncontrolling interest $ 23,917 $ —

Increase in right-of-use assets and lease liabilities, net 5,095 3,634

Increase in asset retirement costs and obligations 7,947 5,216

Capitalization of non-cash equity share-based compensation 4,506 1,771

Investments in nonconsolidated entities 17,598 —

Dissolution of consolidated variable interest entity — 25,227

Common Stock.

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.

Increase in asset retirement costs and obligations 2,534 6,918

Issuance of EQT common stock for Convertible Notes settlement (Note 7)

Investment in nonconsolidated entities — 2,375

EQT CORPORATION AND SUBSIDIARIES

Notes to the Condensed Consolidated Financial Statements (Unaudited)

Recently Issued Accounting Standards

In November 2023, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures to improve reportable segment disclosure requirements, primarily through the requirement of enhanced disclosure of significant segment expenses.

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.

Early adoption is permitted.

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

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

Improvements to Income Tax Disclosures to improve its 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.

Early adoption is permitted.

In December 2023, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2023-09, Income Taxes:

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

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

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.

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 changed the manner in which he allocates resources and measures financial performance to incorporate the gathering and transmission assets acquired by the Company in the Equitrans Midstream Merger.

Prior to the completion of the Equitrans Midstream Merger (defined in Note 11), 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.

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.

Accordingly, the manner in which the Company reports its operations has been changed retrospectively, with certain prior period amounts recast between Production and Gathering.

EQT CORPORATION AND SUBSIDIARIES

Notes to the Condensed Consolidated Financial Statements (Unaudited)

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 reportable segments and are presented as "Other" along with intersegment eliminations.

Water assets acquired in the Equitrans Midstream Merger primarily support the Company's production operations and, as such, have been included in the Company's Production segment.

The Company's Production segment comprises the Company's natural gas, NGLs and oil extraction, development and production business and supporting 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 Federal Energy Regulatory Commission (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 8).

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 to the Consolidated Financial Statements in EQT's Annual Report on Form 10-K for the year ended December 31, 2024.

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.

Profit and loss metric with reconciliation to net (loss) income attributable to EQT Corporation for the three months ended September 30, 2024

Production Gathering Transmission Other and intersegment eliminations EQT Corporation

Operating revenues:

Sales of natural gas, natural gas liquids and oil $ 1,099,752 $ — $ — $ — $ 1,099,752

Gain (loss) on derivatives 72,489 ( 5,673 ) — — 66,816

Pipeline, net marketing services and other 5,826 276,829 87,384 ( 252,805 ) 117,234

Total operating revenues 1,178,067 271,156 87,384 ( 252,805 ) 1,283,802

Operating expenses:

Transportation and processing 693,670 — — ( 252,825 ) 440,845

Production 93,842 — — — 93,842

Operating and maintenance — 30,712 9,806 — 40,518

Exploration 282 — — — 282

Selling, general and administrative (a) 62,952 11,366 5,492 8,660 88,470

Depreciation, depletion and amortization 530,745 37,773 17,109 3,672 589,299

Loss on sale/exchange of long-lived assets 9,708 — 409 — 10,117

Impairment and expiration of leases 12,095 — — — 12,095

Other operating expenses (b) 10,206 — — 279,968 290,174

Total operating expenses 1,413,500 79,851 32,816 39,475 1,565,642

Operating (loss) income $ ( 235,433 ) $ 191,305 $ 54,568 $ ( 292,280 ) $ ( 281,840 )

Reconciliation of profit and loss metric to net (loss) income attributable to EQT Corporation

Loss (income) from investments $ 1,671 $ ( 597 ) $ ( 35,616 ) $ 300 $ ( 34,242 )

Other income ( 3,488 ) ( 128 ) ( 75 ) ( 269 ) ( 3,960 )

Loss on debt extinguishment — — — 365 365

Interest expense, net — — — 158,299 158,299

(Loss) income before income taxes ( 233,616 ) 192,030 90,259 ( 450,975 ) ( 402,302 )

Income tax benefit — — — ( 104,870 ) ( 104,870 )

Net (loss) income ( 233,616 ) 192,030 90,259 ( 346,105 ) ( 297,432 )

Net income (loss) attributable to noncontrolling interests — 3,687 — ( 296 ) 3,391

Net (loss) income attributable to EQT Corporation $ ( 233,616 ) $ 188,343 $ 90,259 $ ( 345,809 ) $ ( 300,823 )

(a) 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.

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

EQT CORPORATION AND SUBSIDIARIES

Notes to the Condensed Consolidated Financial Statements (Unaudited)

Profit and loss metric with reconciliation to net income attributable to EQT Corporation for the three months ended September 30, 2023

Production Gathering Other and intersegment eliminations EQT Corporation

Total segment operating income.

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

Three Months Ended March 31, 2025

Production Gathering Transmission Total Segment Intersegment Eliminations

and Other EQT Corporation

Operating revenues:

Sales of natural gas, natural gas liquids and oil $ 2,244,727 $ — $ — $ 2,244,727 $ — $ 2,244,727

Gain on derivatives 177,906 — — 177,906

Loss on derivatives ( 678,919 ) — — ( 678,919 ) — ( 678,919 )

Pipeline, net marketing services and other 3,475 335,313 146,271 485,059 ( 311,017 ) 174,042

Total operating revenues 1,569,283 335,313 146,271 2,050,867 ( 311,017 ) 1,739,850

Operating expenses:

Operating expenses (a):

Transportation and processing 688,600 — — 688,600 ( 310,391 ) 378,209

2 unchanged sentences

Exploration 1,051 — — 1,051 — 1,051

Selling, general and administrative (a) 56,942 — — 56,942

Selling, general and administrative 48,670 15,397 9,419 73,486 17,978 91,464

Depreciation, depletion and amortization 543,494 49,424 23,203 616,121 4,654 620,775

1 unchanged sentence

Impairment and expiration of leases 2,661 — — 2,661 — 2,661

Other operating expenses (b) ( 621 ) — 36,830 36,209

Other operating expenses 4,399 2,982 ( 536 ) 6,845 6,629 13,474

Total operating expenses 1,377,497 104,112 43,121 1,524,730 ( 281,130 ) 1,243,600

Operating income (loss) $ 191,786 $ 231,201 $ 103,150 $ 526,137 $ ( 29,887 ) $ 496,250

Reconciliation of profit and loss metric to net income attributable to EQT Corporation

Loss (income) from investments $ 424 $ ( 255 ) $ 377 $ 546

Other income — — ( 132 ) ( 132 )

Loss on debt extinguishment — — 1,089 1,089

Interest expense, net — — 60,427 60,427

Income (loss) before income taxes 20,917 34,023 ( 101,063 ) ( 46,123 )

Income tax benefit — — ( 126,853 ) ( 126,853 )

Net income 20,917 34,023 25,790 80,730

Net income (loss) attributable to noncontrolling interests 149 — ( 674 ) ( 525 )

Net income attributable to EQT Corporation $ 20,768 $ 34,023 $ 26,464 $ 81,255

(b) Corporate other operating expenses consisted primarily of transaction costs related to the Tug Hill and XcL Midstream Acquisition (defined in Note 11).

EQT CORPORATION AND SUBSIDIARIES

Notes to the Condensed Consolidated Financial Statements (Unaudited)

Profit and loss metric with reconciliation to net (loss) income attributable to EQT Corporation for the nine months ended September 30, 2024

Production Gathering Transmission Other and intersegment eliminations EQT Corporation

Operating revenues:

Sales of natural gas, natural gas liquids and oil $ 3,293,174 $ — $ — $ — $ 3,293,174

Gain (loss) on derivatives 240,333 ( 5,673 ) — — 234,660

Pipeline, net marketing services and other 2,757 415,491 87,384 ( 384,884 ) 120,748

Total operating revenues 3,536,264 409,818 87,384 ( 384,884 ) 3,648,582

Operating expenses:

Transportation and processing 1,914,010 — — ( 384,917 ) 1,529,093

Production 273,042 — — — 273,042

Operating and maintenance — 56,018 9,806 — 65,824

Exploration 2,576 — — — 2,576

Selling, general and administrative (a) 180,767 11,366 5,492 31,105 228,730

Depreciation, depletion and amortization 1,470,966 45,282 17,109 8,674 1,542,031

(Gain) loss on sale/exchange of long-lived assets ( 310,252 ) ( 22 ) 409 — ( 309,865 )

Impairment and expiration of leases 58,963 — — — 58,963

Other operating expenses (b) 23,650 — — 330,687 354,337

Total operating expenses 3,613,722 112,644 32,816 ( 14,451 ) 3,744,731

Operating (loss) income $ ( 77,458 ) $ 297,174 $ 54,568 $ ( 370,433 ) $ ( 96,149 )

Reconciliation of profit and loss metric to net (loss) income attributable to EQT Corporation

(Income) loss from investments $ ( 371 ) $ ( 2,109 ) $ ( 35,616 ) $ 1,422 $ ( 36,674 )

Other income ( 17,638 ) ( 5,153 ) ( 75 ) ( 730 ) ( 23,596 )

Loss on debt extinguishment — — — 5,651 5,651

Interest expense, net — — — 268,390 268,390

(Loss) income before income taxes ( 59,449 ) 304,436 90,259 ( 645,166 ) ( 309,920 )

Income tax benefit — — — ( 124,790 ) ( 124,790 )

Net (loss) income ( 59,449 ) 304,436 90,259 ( 520,376 ) ( 185,130 )

Net income (loss) attributable to noncontrolling interests — 3,687 — ( 999 ) 2,688

Net (loss) income attributable to EQT Corporation $ ( 59,449 ) $ 300,749 $ 90,259 $ ( 519,377 ) $ ( 187,818 )

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

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

EQT CORPORATION AND SUBSIDIARIES

Notes to the Condensed Consolidated Financial Statements (Unaudited)

Profit and loss metric with reconciliation to net income (loss) attributable to EQT Corporation for the nine months ended September 30, 2023

Production Gathering Other and intersegment eliminations EQT Corporation

Three Months Ended March 31, 2024

Production Gathering Total Segment Intersegment Eliminations

and Other EQT Corporation

Operating revenues:

3 unchanged sentences

Total operating revenues 1,408,801 64,362 1,473,163 ( 60,895 ) 1,412,268

Operating expenses:

Operating expenses (a):

Transportation and processing 606,088 — 606,088 ( 60,907 ) 545,181

2 unchanged sentences

Exploration 916 — 916 — 916

Selling, general and administrative (a) 168,999 — — 168,999

Selling, general and administrative (b) 73,053 — 73,053 — 73,053

Depreciation, depletion and amortization 483,654 637 484,291 2,459 486,750

1 unchanged sentence

Impairment and expiration of leases 9,209 — 9,209 — 9,209

Other operating expenses (b) 7,645 — 61,620 69,265

Other operating expenses 2,600 — 2,600 9,373 11,973

Total operating expenses 1,266,259 12,364 1,278,623 ( 49,075 ) 1,229,548

Operating income (loss) $ 142,542 $ 51,998 $ 194,540 $ ( 11,820 ) $ 182,720

Reconciliation of profit and loss metric to net income (loss) attributable to EQT Corporation

(Income) loss from investments $ ( 2,675 ) $ ( 4,004 ) $ 1,369 $ ( 5,310 )

(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.

Reconciliation of total segment operating income to income before income taxes

Three Months Ended

Total segment operating income $ 526,137 $ 194,540

Intersegment eliminations ( 702 ) —

Unallocated revenue 76 12

Unallocated amounts:

Corporate selling, general and administrative 17,978 —

Corporate depreciation and amortization 4,654 2,459

Corporate other operating expenses 6,629 9,373

Income from investments (a) ( 26,462 ) ( 2,260 )

Other income ( 623 ) ( 205 )

Gain on debt extinguishment — — ( 55 ) ( 55 )

Loss on debt extinguishment 11,680 3,449

Interest expense, net 117,569 54,371

Income (loss) before income taxes 1,582,251 85,572 ( 216,751 ) 1,451,072

Income tax expense — — 217,975 217,975

Net income (loss) 1,582,251 85,572 ( 434,726 ) 1,233,097

Net income (loss) attributable to noncontrolling interests 1,588 — ( 1,668 ) ( 80 )

Net income (loss) attributable to EQT Corporation $ 1,580,663 $ 85,572 $ ( 433,058 ) $ 1,233,177

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

Income before income taxes $ 394,086 $ 127,365

(a) Income from investments for the three months ended March 31, 2025 included $ 24.4 million of equity earnings from the Company's investment in the MVP Joint Venture, which is reported in the Company's Transmission segment.

EQT CORPORATION AND SUBSIDIARIES

Notes to the Condensed Consolidated Financial Statements (Unaudited)

Assets by segment as of September 30, 2024

Production Gathering Transmission Other and intersegment eliminations EQT Corporation

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 Condensed 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

March 31, 2025 (Thousands)

Investment in the MVP Joint Venture $ — $ — $ 3,496,093 $ 3,496,093

Goodwill — — 1,235,849 1,235,849

Other segment assets (a) 22,890,299 8,187,601 2,962,486 368,621 34,409,007

Other segment assets 22,407,139 8,229,273 2,902,197 33,538,609

Total assets $ 22,407,139 $ 8,229,273 $ 7,634,139 $ 38,270,551

(a) Other segment assets in other and intersegment eliminations includes cash and cash equivalents.

Assets by segment as of September 30, 2023

Production Gathering Other and intersegment eliminations EQT Corporation

Total assets (a) $ 23,138,353 $ 1,167,766 $ 248,869 $ 24,554,988

(a) Total assets in other and intersegment eliminations includes cash and cash equivalents.

The Company did not have an investment in the MVP Joint Venture or goodwill as of September 30, 2023.

Capital expenditures by segment

Three Months Ended September 30, Nine Months Ended

September 30,

2024 2023 2024 2023

Capital expenditures:

Production (a) $ 454,772 $ 435,646 $ 1,539,904 $ 1,366,669

Gathering (b) 79,597 6,941 111,644 11,521

Transmission 10,118 — 10,118 —

March 31, 2024

Total assets $ 23,376,957 $ 1,215,782 $ — $ 24,592,739

Reconciliation of total segment assets to total assets

Total segment assets $ 38,270,551 $ 24,592,739

Intersegment eliminations ( 252,724 ) ( 45,125 )

Unallocated amounts:

Cash and cash equivalents 281,764 648,048

Income tax receivable 92,349 90,665

Other property, plant and equipment, at cost less accumulated depreciation 92,994 40,486

Goodwill (a) 830,677 —

Other 387,753 111,507

Total assets $ 39,703,364 $ 25,438,320

(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 (defined in Note 11) to the Company.

Total segment capital expenditures.

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

Three Months Ended

Production $ 408,755 $ 533,838

Gathering 72,104 13,982

Transmission 12,627 —

Total segment capital expenditures 493,486 547,820

Other corporate items 3,958 1,167

Total capital expenditures $ 497,444 $ 548,987

(a) Production capital expenditures included capital expenditures attributable to the noncontrolling interest in The Mineral Company LLC (a joint venture formed between a subsidiary of EQT and a third-party investor for the purpose of purchasing certain mineral rights in the Appalachian Basin) of approximately $ 8.5 million for the nine months ended September 30, 2023.

The Mineral Company LLC was dissolved in the third quarter of 2023.

(b) Gathering capital expenditures included capital expenditures attributable to the noncontrolling interest in Eureka Midstream Holdings of approximately $ 1.6 million for both the three and nine months ended September 30, 2024.

See Notes 1 and 12.

Intersegment contracts

On February 26, 2020, EQT and certain of its affiliates (such parties, collectively, the EQT Producer) entered into a gas gathering and compression agreement (the Consolidated GGA) with 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.

Pursuant to the terms of the Consolidated GGA, among other things, the EQM affiliate agreed to provide gas gathering services to the EQT Producer, and the EQT Producer 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.

EQT CORPORATION AND SUBSIDIARIES

Notes to the Condensed Consolidated Financial Statements (Unaudited)

The Consolidated GGA provides for cash bonus payments (the Henry Hub Cash Bonus) payable by the EQT Producer 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.

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

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

The EQT Producer's derivative liability and any gain or loss realized related to the Henry Hub Cash Bonus are included in the Company's Production segment;

the EQM affiliate's derivative asset and any gain or loss realized related to the Henry Hub Cash Bonus are included in the Company's Gathering segment.

All balances and gains or losses related to the Henry Hub Cash Bonus have been eliminated in consolidation.

As of September 30, 2024 and December 31, 2023, the derivative related to the Henry Hub Cash Bonus had a fair value of approximately $ 15 million and $ 48 million, respectively.

The fair value of the derivative asset and 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 5 for a description of the fair value hierarchy.

Revenue from Contracts with Customers

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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.

3 unchanged sentences

Pipeline revenue.

The Company recognizes revenue under gathering and transmission and storage contracts when it satisfies certain performance obligations.

The Company provides firm and interruptible gathering and transmission and storage services.

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.

Volumetric-based fees, which are charges based on the volume of gas gathered, transported or stored, can also be charged under firm 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.

Gathering and transmission and storage services contracts can be short-term or long-term in duration.

Firm and interruptible 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.

Firm and interruptible 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.

EQT CORPORATION AND SUBSIDIARIES

Notes to the Condensed Consolidated Financial Statements (Unaudited)

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 fee 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.

1 unchanged sentence

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.

For all of the Company's gathering and transmission and storage services contracts, the Company allocates the transaction price to each performance obligation based on the estimated relative standalone selling price.

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.

EQT CORPORATION AND SUBSIDIARIES

Notes to the Condensed Consolidated Financial Statements (Unaudited)

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

Disaggregated revenue information.

4 unchanged sentences

Three Months Ended

September 30, Nine Months Ended

September 30,

2024 2023 2024 2023

Revenues from contracts with customers:

Sales of natural gas, NGLs and oil

Production sales

Natural gas sales $ 2,049,950 $ 1,121,574

2 unchanged sentences

Sales of natural gas, NGLs and oil 2,244,727 1,303,905

Pipeline revenues

Firm reservation fee revenues (a) 136,752 — 136,752 —

Volumetric-based fee revenues 140,077 42,057 278,739 95,753

Total 276,829 42,057 415,491 95,753

Transmission:

Pipeline revenues

Firm reservation fee revenues 73,034 — 73,034 —

Volumetric-based fee revenues 14,226 — 14,226 —

Total 87,260 — 87,260 —

Other and intersegment eliminations ( 252,805 ) ( 39,200 ) ( 384,884 ) ( 87,214 )

Total revenues from contracts with customers $ 1,211,036 $ 1,004,740 $ 3,411,041 $ 3,689,105

Gathering pipeline revenue

Firm reservation fee revenue (a) 166,691 —

Volumetric-based fee revenue 168,622 64,362

Total Gathering pipeline revenue 335,313 64,362

Transmission pipeline revenues

Firm reservation fee revenue 117,852 —

Volumetric-based fee revenue 28,419 —

Total Transmission pipeline revenue 146,271 —

Intersegment eliminations and other ( 311,017 ) ( 60,895 )

Total revenues from contracts with customers (b) 2,415,294 1,307,372

Other sources of revenue:

Gain on derivatives $ 66,816 $ 177,906 $ 234,660 $ 1,167,144

(Loss) gain on derivatives ( 678,919 ) 106,511

Net marketing services and other revenues 3,475 ( 1,615 )

1 unchanged sentence

Total operating revenues $ 1,739,850 $ 1,412,268

(a) Firm reservation fee revenues for the three and nine months ended September 30, 2024 included unbilled revenues supported by MVCs of approximately $ 1.8 million.

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 $ 443.3 million and $ 584.8 million in accounts receivable in the Condensed Consolidated Balance Sheets as of September 30, 2024 and December 31, 2023, respectively.

(a) Firm reservation fee revenue for the three months ended March 31, 2025 included unbilled revenues supported by MVCs of approximately $ 5.6 million.

(b) 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 in accounts receivable amounts due from contracts with customers of $ 994.1 million and $ 939.9 million as of March 31, 2025 and December 31, 2024, respectively.

EQT CORPORATION AND SUBSIDIARIES

1 unchanged sentence

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 September 30, 2024.

The table excludes contracts that qualified for the exception to the relative standalone selling price method as of September 30, 2024.

The MVP Joint Venture is accounted for as an equity method investment and, as such, its remaining performance obligations have been excluded from the table.

The following table summarizes the transaction price allocated to the Company's remaining obligations on all contracts with fixed consideration as of March 31, 2025.

The table excludes contracts that qualified for the exception to the relative standalone selling price method as of March 31, 2025.

2025 (a) 2026 2027 2028 2029 Thereafter Total

12 unchanged sentences

Total $ 800,163 $ 1,121,020 $ 1,113,155 $ 1,104,020 $ 1,088,084 $ 6,895,573 $ 12,122,015

(a) October 1 through December 31.

As of September 30, 2024, the Company had no remaining performance obligations on its natural gas sales contracts with fixed consideration.

Based on total projected contractual revenues, the Company's firm gathering affiliate contracts and firm transmission and storage affiliate contracts had weighted average remaining terms of approximately 13 years and 11 years, respectively, as of September 30, 2024.

Based on total projected contractual revenues, the Company's firm gathering third-party contracts and firm transmission and storage third-party contracts had weighted average remaining terms of approximately 12 years and 11 years, respectively, as of September 30, 2024.

(a) April 1 through December 31.

As of March 31, 2025, the Company had no remaining performance obligations on its natural gas sales contracts with fixed consideration.

Based on total projected contractual revenues, both the Company's firm gathering third-party contracts and firm transmission and storage third-party contracts had a weighted average remaining term of approximately 11 years as of March 31, 2025.

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 March 31, 2025.

Derivative Instruments

7 unchanged sentences

The Company typically enters into over the counter (OTC) derivative commodity instruments with financial institutions, and the creditworthiness of all counterparties is regularly monitored.

EQT CORPORATION AND SUBSIDIARIES

Notes to the Condensed Consolidated Financial Statements (Unaudited)

The Company does not designate any of its derivative instruments as cash flow hedges;

therefore, all changes in fair value of the Company's derivative instruments are recognized in operating revenues in gain on derivatives in the Statements of Condensed Consolidated Operations.

therefore, all changes in fair value of the Company's derivative instruments are recognized in operating revenues in (loss) gain on derivatives in the Statements of Condensed Consolidated Operations.

The Company recognizes all derivative instruments as either assets or liabilities at fair value on a gross basis.

1 unchanged sentence

The Company can net settle its derivative instruments at any time.

EQT CORPORATION AND SUBSIDIARIES

Notes to the Condensed Consolidated Financial Statements (Unaudited)

Contracts that result in physical delivery of a commodity expected to be sold by the Company in the normal course of business are generally designated as normal sales and are exempt from derivative accounting.

3 unchanged sentences

Settlements of derivative commodity instruments are reported as a component of cash flows from operating activities in the Statements of Condensed Consolidated Cash Flows.

With respect to the derivative commodity instruments held by the Company, the Company hedged portions of its expected sales of production and portions of its basis exposure covering approximately 2,574 Bcf of natural gas and 1,464 thousand barrels (Mbbl) of NGLs as of September 30, 2024 and 2,045 Bcf of natural gas and 1,049 Mbbl of NGLs as of December 31, 2023.

The open positions at both September 30, 2024 and December 31, 2023 had maturities extending through December 2027.

With respect to the derivative commodity instruments held by the Company, the Company hedged portions of its expected sales of production and portions of its basis exposure covering approximately 1,422 Bcf of natural gas and 3,672 thousand barrels (Mbbl) of NGLs as of March 31, 2025 and 2,189 Bcf of natural gas and 2,562 Mbbl of NGLs as of December 31, 2024.

The open positions at both March 31, 2025 and December 31, 2024 had maturities extending through December 2027.

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

5 unchanged sentences

Anything below these ratings is considered non-investment grade.

As of September 30, 2024, EQT's senior notes were rated "Baa3" by Moody's, "BBB–" by S&P and "BBB–" by Fitch.

As of March 31, 2025, 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 Condensed Consolidated Balance Sheets.

As of September 30, 2024, none of the Company's OTC derivative instruments with credit rating risk-related contingent features were in a net liability position.

As of December 31, 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 $ 6.4 million, for which no deposits were required or recorded in the Condensed Consolidated Balance Sheet.

As of March 31, 2025 and December 31, 2024, the aggregate fair value of the Company's OTC derivative instruments with credit rating risk-related contingent features in a net liability position was $ 99.2 million and $ 61.9 million, respectively, for which no deposits were required or recorded in the Condensed 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.

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

As of both September 30, 2024 and December 31, 2023, there were no such deposits recorded in the Condensed Consolidated Balance Sheets.

EQT CORPORATION AND SUBSIDIARIES

Notes to the Condensed Consolidated Financial Statements (Unaudited)

As of both March 31, 2025 and December 31, 2024, there were no such deposits recorded in the Condensed Consolidated Balance Sheets.

When the Company enters into exchange traded natural gas contracts, exchanges may require the Company to remit funds to the corresponding broker as good-faith deposits to guard against the risks associated with changing market conditions.

5 unchanged sentences

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

As of September 30, 2024 and December 31, 2023, there were $ 17.5 million and $ 13.0 million, respectively, of such deposits recorded as current assets in the Condensed Consolidated Balance Sheets.

As of March 31, 2025 and December 31, 2024, there was $ 43.2 million and $ 87.0 million, respectively, of such deposits recorded as a current asset in the Condensed Consolidated Balance Sheets.

EQT CORPORATION AND SUBSIDIARIES

Notes to the Condensed Consolidated Financial Statements (Unaudited)

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.

2 unchanged sentences

master netting agreements Margin requirements with counterparties Net derivative instruments

September 30, 2024

March 31, 2025

Asset derivative instruments, at fair value $ 66,397 $ ( 65,211 ) $ — $ 1,186

24 unchanged sentences

(Level 2) Significant unobservable inputs

September 30, 2024

March 31, 2025

Asset derivative instruments, at fair value $ 66,397 $ 12,275 $ 54,122 $ —

4 unchanged sentences

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 the Term Loan Facility (defined in Note 7) approximates fair value as each facility's interest rate is based on prevailing market rates.

The carrying value of borrowings under EQT's and Eureka Midstream, LLC's (Eureka) revolving credit facilities 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.

The Company has an investment in a fund (the Investment Fund) that invests in companies developing technology and operating solutions for exploration and production companies.

The Company values the Investment Fund using, as a practical expedient, the net asset value provided in the financial statements received from fund managers.

The Company estimates the fair value of its senior notes using established fair value methodology.

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

As of September 30, 2024 and December 31, 2023, the Company's senior notes had a fair value of approximately $ 11.2 billion and $ 4.9 billion, respectively, and a carrying value of approximately $ 11.0 billion and $ 4.5 billion, respectively, inclusive of any current portion.

As of March 31, 2025 and December 31, 2024, the Company's senior notes had a fair value of approximately $ 8.2 billion and $ 8.8 billion, respectively, and a carrying value of approximately $ 8.1 billion and $ 8.9 billion, respectively, inclusive of any current portion.

See Note 7 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 2 for a discussion of the fair value measurement of the Henry Hub Cash Bonus (which became an intercompany derivative asset and liability upon the closing of the Equitrans Midstream Merger).

See Note 11 for a discussion of the fair value measurement of the NEPA Non-Operated Asset Divestiture (defined therein).

See Note 12 for a discussion of the fair value measurement of the Equitrans Midstream Merger.

See Note 1 to the Consolidated Financial Statements in the Company's Annual Report on Form 10-K for the year ended December 31, 2023 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 8 for a discussion of the fair value measurement of the Company's investment in the Investment Fund (defined in Note 8).

See Note 11 herein and Note 6 to the Consolidated Financial Statements in EQT's Annual Report on Form 10-K for the year ended December 31, 2024 for a discussion of the fair value measurement of assets acquired and liabilities assumed in the Equitrans Midstream Merger.

See Note 1 to the Consolidated Financial Statements in EQT's Annual Report on Form 10-K for the year ended December 31, 2024 for a discussion of (i) the fair value measurement and impairment of the Company's property, plant and equipment, (ii) impairment of the Company's contract asset, investments in unconsolidated entities, net intangible assets and goodwill and (iii) fair value measurement of the Company's asset retirement obligations.

EQT CORPORATION AND SUBSIDIARIES

Notes to the Condensed Consolidated Financial Statements (Unaudited)

For the nine months ended September 30, 2024 and 2023, the Company calculated the provision for income taxes by applying an estimate of the annual effective tax rate for the full fiscal year to "ordinary" income or loss (pre-tax income or loss excluding unusual or infrequently occurring items) for the period.

There were no material changes to the Company's methodology for determining unrecognized tax benefits during the nine months ended September 30, 2024.

For the nine months ended September 30, 2024 and 2023, the Company recorded income tax (benefit) expense at an effective tax rate of 40.3 % and 15.0 %, respectively.

The Company's effective tax rate for the nine months ended September 30, 2024 was higher compared to the U.S.

federal statutory rate primarily as a result of recognition of tax benefits related to higher losses on the Company's state tax-paying entities and the utilization of some its capital loss carryforwards with the capital gain generated from the NEPA Non-Operated Asset Divestiture, which resulted in the release of the associated valuation allowance.

The Company's effective tax rate for the nine months ended September 30, 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 benefits related to a rate reduction from a Pennsylvania tax law change enacted in July 2022 and the Tug Hill and XcL Midstream Acquisition.

For the three months ended March 31, 2025 and 2024, the Company calculated the provision for income taxes by applying an estimate of the annual effective tax rate for the full fiscal year to "ordinary" income or loss (pre-tax income or loss excluding unusual or infrequently occurring items) for the period.

Any refinements to prior period taxes made in the current period due to new information are reflected as adjustments in the current period.

There were no material changes to the Company's methodology for determining unrecognized tax benefits during the three months ended March 31, 2025.

The Midstream Joint Venture (defined in Note 9) and Eureka Midstream Holdings, LLC (Eureka Midstream Holdings), both of which are consolidated subsidiaries of the Company's, 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.

The Midstream Joint Venture's and Eureka Midstream Holdings' 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 the Midstream Joint Venture and Eureka Midstream Holdings, 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.

For the three months ended March 31, 2025 and 2024, the Company recorded income tax expense at an effective tax rate of 20.0 % and 19.1 %, respectively.

The Company's effective tax rate for the three months ended March 31, 2025 was lower compared to the U.S.

federal statutory rate primarily as a result of the Midstream Joint Ventures' and Eureka Midstream Holdings' income attributable to the noncontrolling interests and excess tax benefits from share-based payments, partly offset by state taxes.

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

federal statutory rate primarily as a result of excess tax benefits from share-based payments, partly offset by state taxes.

EQT CORPORATION AND SUBSIDIARIES

1 unchanged sentence

The table below summarizes the Company's outstanding debt.

September 30, 2024 December 31, 2023

March 31, 2025 December 31, 2024

Principal Value Carrying Value (a) Principal Value Carrying Value (a)

1 unchanged sentence

Eureka's revolving credit facility maturing November 13, 2025 285,000 285,000 320,800 320,800

Term Loan Facility due June 30, 2026 (b) 500,000 497,970 1,250,000 1,244,265

Debentures and senior notes:

EQT's 6.125 % notes due February 1, 2025 (b)

— — 601,521 600,389

EQM's 6.000 % notes due July 1, 2025

400,000 400,150 — —

EQT's 1.75 % convertible notes due May 1, 2026 (c)

— — 290,177 286,185

EQT's 3.125 % notes due May 15, 2026

2 unchanged sentences

115,000 114,337 115,000 114,213

EQM's 4.125 % notes due December 1, 2026

500,000 487,340 — —

EQM's 7.500 % notes due June 1, 2027

26 unchanged sentences

80,233 81,326 80,233 81,338

EQT's note payable to EQM (d) — — 88,483 88,483

Total debt 8,443,162 8,392,783 9,368,516 9,324,177

Current portion of debt (e) 400,000 400,150 296,424 292,432

Current portion of debt (c) 285,000 285,000 320,800 320,800

Long-term debt $ 8,158,162 $ 8,107,783 $ 9,047,716 $ 9,003,377

(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 the 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 the carrying value.

(b) Interest rates for the Term Loan Facility and 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 EQT's redemption of all of its outstanding 6.125 % senior notes, 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 outstanding debt do not fluctuate.

(c) As of December 31, 2023, the fair value of EQT's 1.75 % convertible notes was $ 768.6 million and was a Level 2 fair value measurement.

(d) As a result of the Equitrans Midstream Merger, EQT's note payable to EQM has been eliminated in consolidation.

(e) As of September 30, 2024, the current portion of debt included EQM's 6.000 % senior notes.

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.

(a) For EQT's and Eureka's revolving credit facilities, the principal value represents carrying value.

For all other debt, the principal value less unamortized debt issuance costs, debt discounts and fair value adjustments recorded with Equitrans Midstream Merger purchase price accounting, as applicable, represents carrying value.

(b) 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.

Interest rates for the Company's other senior notes do not fluctuate.

(c) As of both March 31, 2025 and December 31, 2024, the current portion of debt included borrowings outstanding under Eureka's revolving credit facility.

EQT CORPORATION AND SUBSIDIARIES

1 unchanged sentence

Debt Repayments .

The Company repaid, redeemed or repurchased the following debt during the nine months ended September 30, 2024.

Debt Tranche Principal Premiums Accrued but Unpaid Interest Total Cost

EQM's 4.00 % notes due August 1, 2024 (a)

The Company repaid, redeemed or repurchased the following debt during the three months ended March 31, 2025.

Debt Tranche Principal Premiums Paid/

(Discounts Received) Accrued but Unpaid Interest Total Cost

EQM's 6.500 % notes due July 1, 2027 (a)

$ 506,209 $ 13,288 $ 6,489 $ 525,986

EQT's 6.125 % notes due February 1, 2025

EQT's 3.90 % notes due October 1, 2027 (a)

233,345 ( 2,842 ) 4,070 234,573

Term Loan Facility due June 30, 2026 750,000 — 332 750,332

EQT's 1.75 % convertible notes due May 1, 2026

Total $ 739,554 $ 10,446 $ 10,559 $ 760,559

(a) EQM's 4.00 % senior notes, which were consolidated by the Company as a result of the Equitrans Midstream Merger, were redeemed at maturity.

(a) In addition to call premiums paid (discounts received), EQM Midstream Partners (EQM) paid $ 1.9 million in fees to dealer managers and other non-lender parties for the repayment of certain of its senior notes in the Tender Offers (defined below).

Such costs were accrued in other current liabilities in the Condensed Consolidated Balance Sheet as of March 31, 2025.

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 (the Fourth A&R 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 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 Fourth A&R Credit Agreement, among other things, (i) extends the maturity date of the commitments and loans under the 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 Fourth A&R Credit Agreement) or Term SOFR Rate Loans (as defined in the Fourth A&R Credit Agreement).

Base Rate Loans are denominated in dollars and bear interest at a Base Rate (as defined in the Fourth A&R 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 Fourth A&R 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.

As of September 30, 2024, the Company had approximately $ 1 million of letters of credit outstanding under EQT's revolving credit facility and no letters of credit outstanding under Eureka's revolving credit facility.

As of March 31, 2025, the Company had less than $ 0.1 million of letters of credit outstanding under EQT's revolving credit facility.

As of December 31, 2024, the Company had approximately $ 1 million of letters of credit outstanding under EQT's revolving credit facility.

During the three months ended September 30, 2024 and 2023, under EQT's revolving credit facility, the maximum amount of outstanding borrowings was $ 2,301 million and $ 158 million, respectively, and the average daily balance was approximately $ 1,608 million and $ 28 million, respectively.

During the nine months ended September 30, 2024 and 2023, under EQT's revolving credit facility, the maximum amount of outstanding borrowings was $ 2,301 million and $ 158 million, respectively, and the average daily balance was approximately $ 551 million and $ 9 million, respectively.

For each of the three and nine month periods ended September 30, 2024 and 2023, interest under EQT's revolving credit facility was incurred at a weighted average annual interest rate of 6.9 %.

During the three months ended March 31, 2025 and 2024, under EQT's revolving credit facility, the maximum amount of outstanding borrowings was $ 566 million and $ 107 million, respectively, the average daily balance was approximately $ 208 million and $ 11 million, respectively, and interest was incurred at a weighted average annual interest rate of 5.9 % and 6.9 %, respectively.

For both the three months ended March 31, 2025 and 2024, EQT 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 12.

Eureka, a wholly-owned subsidiary of Eureka Midstream Holdings, has a $ 400 million senior secured revolving credit facility with 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.

For the period beginning on July 22, 2024 and ending on September 30, 2024, under Eureka's revolving credit facility, both the maximum amount of outstanding borrowings and average daily balance was $ 330 million, and interest was incurred at a weighted average annual interest rate of 8.1 %.

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.

The Company has a controlling interest in Eureka Midstream Holdings.

Eureka, a wholly-owned subsidiary of Eureka Midstream Holdings, has a $ 400 million senior secured revolving credit facility.

As of March 31, 2025, Eureka had no letters of credit outstanding under its revolving credit facility.

During the three months ended March 31, 2025, under Eureka's revolving credit facility, the maximum amount of outstanding borrowings was approximately $ 321 million, the average daily balance was approximately $ 311 million and interest was incurred at a weighted average annual interest rate of 7.2 %.

For the three months ended March 31, 2025, Eureka incurred commitment fees of approximately 50 basis points on the undrawn portion of Eureka's revolving credit facility to maintain credit availability.

Tender Offers.

On February 24, 2025, the Company announced the commencement of tender offers (the Tender Offers) to purchase any and all of EQM's outstanding 6.500 % senior notes due 2027 and a certain amount of EQT's outstanding 3.90 % senior notes due 2027.

On March 12, 2025, the Company settled the Tender Offers.

Refer to the "Debt Repayments" table above for details.

EQM Exchange Offers.

On February 24, 2025, the Company announced the commencement of offers (the EQM Exchange Offers) made to certain eligible holders of EQM's senior notes to exchange any and all outstanding notes issued by EQM (the Existing EQM Notes), including outstanding principal of EQM's 6.500 % senior notes due 2027 that remained outstanding following settlement of the Tender Offers, for up to $ 4,541.8 million aggregate principal amount of new notes issued by EQT (the New EQT Notes) and cash consideration equal to $1.00 per $1,000 principal amount of Existing EQM Notes exchanged.

Pursuant to the EQM Exchange Offers, for each $1,000 principal amount of Existing EQM Notes validly tendered on or prior to 5:00 p.m., New York City time, on March 7, 2025 (the Early Tender Date), the holder thereof received $1,000 principal amount of New EQT Notes;

for each $1,000 principal amount of Existing EQM Notes validly tendered after the Early Tender Date but on or prior to 5:00 p.m., New York City time, on March 28, 2025 (the Expiration Date, as extended), the holder thereof received $950 principal of New EQT Notes.

EQT CORPORATION AND SUBSIDIARIES

Notes to the Condensed Consolidated Financial Statements (Unaudited)

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, EQT entered into a Credit Agreement (as amended on December 23, 2022, April 25, 2023, January 16, 2024 and July 22, 2024, 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.

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 Fourth A&R Credit Agreement.

Pursuant to the Term Loan Agreement, EQT 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 (as defined in the Term Loan Agreement).

Borrowings under the Term Loan Facility that are repaid may not be re-borrowed.

At EQT'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 (both terms defined in the Term Loan Agreement), each plus a margin based on EQT's credit ratings.

For both the three and nine months ended September 30, 2024, interest under the Term Loan Facility was incurred at a weighted average annual interest rate of 6.9 %.

For the period beginning on August 21, 2023 and ending on September 30, 2023, interest under the Term Loan Facility was incurred at a weighted average annual interest rate of 7.0 %.

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.

As of September 30, 2024, aggregate maturities for EQM's senior notes are zero for the three months ended December 31, 2024, $ 400 million in 2025, $ 500 million in 2026, $ 1,400 million in 2027, $ 850 million in 2028, $ 1,400 million in 2029 and $ 2,150 million thereafter.

EQT's 5.750 % Senior Notes.

On January 19, 2024, EQT issued $ 750 million aggregate principal amount of 5.750 % senior notes due February 1, 2034.

The Company used net proceeds of $ 742.0 million, composed of the principal amount of $ 750 million net of capitalized debt issuance costs and underwriters' discount of $ 8.0 million, and cash on hand to prepay $ 750 million principal amount of the term loans outstanding under the Term Loan Facility.

The covenants of the 5.750 % senior notes are consistent with EQT's existing senior unsecured notes.

EQT's 1.75 % Convertible Notes .

On April 2, 2025, in the aggregate, the Company issued approximately $ 3,868.9 million of New EQT Notes in exchange for the tender of approximately $ 3,869.5 million of Existing EQM Notes and paid to holders of the New EQT Notes cash consideration of approximately $ 3.9 million, which was capitalized as additional debt premium.

In addition, the discount received by EQT from those lenders who validly tendered their Existing EQM Notes after the Early Tender Date but on or prior to the Expiration Date of approximately $ 0.6 million was capitalized as additional debt discount.

In connection with the EQM Exchange Offers, the Company incurred non-lender expenses of approximately $ 6.9 million in loss on debt extinguishment in the Statement of Condensed Consolidated Operations for the three months ended March 31, 2025.

Such costs were accrued in other current liabilities in the Condensed Consolidated Balance Sheet as of March 31, 2025.

The maturity date and interest rate of each New EQT Note is consistent with that of the corresponding Existing EQM Note exchanged.

The covenants of the New EQT Notes are consistent with those of EQT's existing senior unsecured notes.

Consent Solicitation.

In conjunction with the Tender Offers and EQM Exchange Offers, the Company issued consent solicitations with respect to certain proposed amendments to each of the indentures governing the Existing EQM Notes that, upon adoption (which occurred on April 2, 2025), eliminated substantially all of the restrictive covenants, certain events of default and certain other provisions previously contained in such indentures.

EQT's 1.75 % Convertible Notes and Capped Call Transactions.

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 %.

EQT CORPORATION AND SUBSIDIARIES

Notes to the Condensed Consolidated Financial Statements (Unaudited)

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, 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.

Investment in the MVP Joint Venture

The MVP Joint Venture.

Upon the closing of the Equitrans Midstream Merger, the Company acquired an equity method investment in the MVP Joint Venture.

The Company owned a 49.2 % interest in the MVP as of September 30, 2024 and is the operator of the MVP.

The MVP is a 303 -mile long, 42 -inch diameter natural gas interstate pipeline with a targeted 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.

Estimated total project cost of the MVP is approximately $ 8.1 billion, excluding allowance for funds used during construction.

As of September 30, 2024, the Company had a negative basis difference between the carrying value of its equity method investment and its proportionate share of the MVP's net assets, which are composed of fixed assets.

The basis difference is accreted over the life of the fixed assets and presented in income from investments in the Company's Statements of Condensed Consolidated Operations.

In September 2024, the MVP Joint Venture issued a capital call notice for the funding of the MVP project to the Company for $ 15.2 million, which was paid in October 2024.

The capital contributions payable, which is presented in other current liabilities, and corresponding increase to the investment asset are included in the Condensed Consolidated Balance Sheet as of September 30, 2024.

The Convertible Notes were fully redeemed in January 2024.

In connection with, but separate from, the issuance of the Convertible Notes, 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.

In January 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 and the Capped Call Transactions were terminated.

EQT CORPORATION AND SUBSIDIARIES

Notes to the Condensed Consolidated Financial Statements (Unaudited)

Investments in Unconsolidated Entities

Equity Method Investments

The table below summarizes the Company's equity method investments.

March 31, 2025 December 31, 2024

Ownership Interest Carrying Value Ownership Interest Carrying Value

(Thousands) (Thousands)

MVP Joint Venture (a):

The MVP 49.3 % $ 3,462,407 49.3 % $ 3,469,438

MVP Southgate 47.2 % 33,686 47.2 % 65,292

As of September 30, 2024, the Company owned a 47.2 % interest in MVP Southgate.

MVP Southgate is a contemplated interstate pipeline that was approved by the FERC and 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.

Total MVP Joint Venture 3,496,093 3,534,730

Laurel Mountain Midstream, LLC (b) 31 % 30,655 31 % 28,757

WATT Fuel Cell Corporation (c) 15.63 % 13,953 15.63 % 14,533

Yellowbird Energy LLC (d) 50 % 6,195 50 % 6,135

Total $ 3,546,896 $ 3,584,155

(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, the Midstream Joint Venture 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 (defined below) 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 (defined below).

(b) Laurel Mountain Midstream, LLC is a natural gas gathering and processing joint venture formed among a wholly-owned subsidiary of EQT, Williams Companies Inc.

and certain other energy companies.

(c) 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.

(d) Yellowbird Energy LLC is a joint venture formed between a wholly-owned subsidiary of EQT and a third-party investor that is focused on the capture of coal mine methane with the goal of generating environmental attributes.

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.

The MVP entered into service on June 14, 2024 and commenced long-term firm capacity obligations on July 1, 2024.

A wholly-owned subsidiary of EQM is the operator of the MVP.

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 from investments in the Company's Statements of Condensed Consolidated Operations.

As of both March 31, 2025 and December 31, 2024, the basis difference, net of accretion, was approximately $ 1.3 billion.

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 an amended project and, among other things, describe certain conditions precedent to the parties' respective obligations regarding MVP Southgate.

As amended, 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.

Completion of the MVP Southgate pipeline is targeted for June 2028.

The Company expects to operate the MVP Southgate pipeline.

and Duke Energy Carolinas, LLC that 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 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.

EQT CORPORATION AND SUBSIDIARIES

Notes to the Condensed Consolidated Financial Statements (Unaudited)

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 allowance for funds used during construction 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 the MVP Southgate project, 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.

(Loss) Income Per Share

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

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 Investment Fund.

The Company holds 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 both March 31, 2025 and December 31, 2024, the fair value of the Company's investment in the Investment Fund was approximately $ 33 million and is presented in investments in unconsolidated entities in the Condensed 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.

Midstream Joint Venture

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, (i) EQM and certain of its affiliates contributed to the Midstream Joint Venture certain assets (including EQM's ownership interest in the MVP via EQM's Series A ownership interest in the MVP Joint Venture) in exchange for 364,285,715 Class A Units in the Midstream Joint Venture and (ii) 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, collectively, the Midstream Joint Venture Transaction).

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, among other things, for the distribution of available cash flow to the Midstream Joint Venture's unitholders at least quarterly, with EQM, as Class A Unitholder, receiving 40 % and the BXCI Affiliate, as Class B Unitholder, receiving 60 % until the Base Return (as defined in the JV Agreement) is 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 0 % 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).

During the three months ended March 31, 2025, the Midstream Joint Venture paid $ 73.5 million of aggregate cash distributions, of which $ 44.7 million was paid to the BXCI Affiliate as Class B Unitholder.

Distributions paid by the Midstream Joint Venture to EQM have been eliminated in consolidation.

As of March 31, 2025, the Midstream Joint Venture recorded a distribution payable to the BXCI Affiliate as Class B Unitholder of $ 23.9 million.

Such amount is presented in accounts payable in the Condensed Consolidated Balance Sheet as of March 31, 2025.

EQT CORPORATION AND SUBSIDIARIES

Notes to the Condensed Consolidated Financial Statements (Unaudited)

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 investor's 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.

Income Per Share

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

Three Months Ended

September 30, Nine Months Ended

September 30,

2024 2023 2024 2023

(Thousands, except per share amounts)

Net (loss) income attributable to EQT Corporation – Basic (loss) income available to shareholders $ ( 300,823 ) $ 81,255 $ ( 187,818 ) $ 1,233,177

Interest expense on Convertible Notes, net of tax (a) — 2,042 — 6,117

Diluted (loss) income available to shareholders $ ( 300,823 ) $ 83,297 $ ( 187,818 ) $ 1,239,294

Net income attributable to EQT Corporation – Basic income available to shareholders $ 242,139 $ 103,488

Interest expense on Convertible Notes, net of tax — 76

Diluted income available to shareholders $ 242,139 $ 103,564

Weighted average common stock outstanding – Basic 597,976 439,459

Options, restricted stock, performance awards and stock appreciation rights (a) — 4,398 — 4,606

Convertible Notes (a) — 28,433 — 28,317

Options, restricted stock, performance awards and stock appreciation rights 4,862 4,026

Convertible Notes — 1,482

Weighted average common stock outstanding – Diluted 602,838 444,967

(Loss) income per share of common stock attributable to EQT Corporation:

Income per share of common stock attributable to EQT Corporation:

Basic $ 0.40 $ 0.24

Diluted $ 0.40 $ 0.23

(a) In periods when the Company reports a net loss, all options, restricted stock, performance awards and stock appreciation awards, as applicable, 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 three and nine months ended September 30, 2024, all such securities of 7.6 million and 6.0 million, respectively, were excluded from potentially dilutive securities because of their anti-dilutive effect on loss per share.

In addition, prior to EQT's redemption of the Convertible Notes, the Company used the if-converted method to calculate the impact of the Convertible Notes on diluted (loss) income per share.

For the nine months ended September 30, 2024, such if-converted securities of approximately 0.5 million as well as the related add back of interest expense on the Convertible Notes, net of tax, were excluded from potentially dilutive securities because of their anti-dilutive effect on loss per share.

EQT CORPORATION AND SUBSIDIARIES

Notes to the Condensed Consolidated Financial Statements (Unaudited)

Share-based Compensation

In 2024, the Management Development and Compensation Committee of the Company's Board of Directors (the Compensation Committee) adopted the 2024 Incentive Performance Share Unit Program (2024 Incentive PSU Program) under the 2020 Long-Term Incentive Plan.

During the nine months ended September 30, 2024, a total of 371,500 share units were granted under the 2024 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, 2024 through December 31, 2026.

During the nine months ended September 30, 2024, the Compensation Committee granted 995,620 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.

In conjunction with the Equitrans Midstream Merger, the Company assumed all outstanding and unvested share-based compensation awards of Equitrans Midstream Corporation (Equitrans Midstream) and converted those assumed awards into 5,175,814 restricted stock unit equity awards that maintained the assumed awards' prior vesting schedules, assuming continued employment through each vesting date.

Acquisitions and Divestitures

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.

NEPA Gathering System Acquisition.

The Company operates and has historically owned a 50 % interest in 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.

NEPA Non-Operated Asset Divestiture.

On May 31, 2024, the Company completed the divestiture (the 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 $ 522 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 $ 7 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 $ 842 million, subject to customary post-closing purchase price adjustments, and included $ 413 million of property, plant and equipment.

As a result of the NEPA Non-Operated Asset Divestiture, for the nine months ended September 30, 2024, the Company recognized a gain of approximately $ 312 million in loss (gain) on sale/exchange of long-lived assets in the Statements of Condensed Consolidated Operations, inclusive of an $ 8 million loss recognized for the three months ended September 30, 2024.

The gain was calculated as the carrying value of divested assets less the fair value of consideration received, net of liabilities assumed and divestiture costs incurred of approximately $ 8 million.

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

EQT CORPORATION AND SUBSIDIARIES

Notes to the Condensed Consolidated Financial Statements (Unaudited)

The fair values of the natural gas properties received as consideration for the 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 and operating costs and a weighted average cost of capital.

The fair value of the undeveloped properties received as consideration for the NEPA Non-Operated Asset Divestiture were measured using the guideline transaction method based on inputs that are not observable in the market and, as such, is a Level 3 fair value measurement.

Significant inputs include future development plans from a market participant perspective.

The fair value of the interest in the NEPA Gathering System received as consideration for the 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.

In addition, subsequent to the completion of the 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 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.

Remaining NEPA Non-Operated Assets Divestiture.

On October 29, 2024, the Company entered into an agreement with the Equinor Parties, pursuant to which the Company agreed to sell to the Equinor Parties the Company's remaining, undivided 60 % interest in the Company's non-operated natural gas assets in Northeast Pennsylvania.

In exchange, the Company will receive from the Equinor Parties $ 1.25 billion of cash (the Remaining NEPA Non-Operated Assets Divestiture).

The Company intends to use the proceeds from the Remaining NEPA Non-Operated Assets Divestiture for repayment of the Company's debt.

The Remaining NEPA Non-Operated Assets Divestiture is subject to customary closing adjustments, required regulatory approvals and clearances.

Equitrans Midstream Merger

On July 22, 2024, the Company completed the 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 .

On July 22, 2024, the Company completed its acquisition (the Equitrans Midstream Merger) of Equitrans Midstream Corporation (Equitrans Midstream) pursuant to the agreement and plan of merger dated March 10, 2024 (the Merger Agreement), by and among EQT, certain of EQT's indirect wholly-owned subsidiaries and Equitrans Midstream.

Upon the completion 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 Equitrans Midstream Merger 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 following the Equitrans Midstream Merger closing date.

EQT CORPORATION AND SUBSIDIARIES

Notes to the Condensed Consolidated Financial Statements (Unaudited)

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 three and nine months ended September 30, 2024, the Company recognized $ 274.6 million and $ 298.7 million, respectively, of transaction costs related to the Equitrans Midstream Merger within other operating expenses in the Statements of Condensed Consolidated Operations.

Immediately prior to the completion of the Equitrans Midstream Merger, on July 22, 2024, 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).

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, as well as the pre-existing note payable between EQT and EQM are treated as intercompany transactions on a consolidated basis and, as such, were effectively settled on July 22, 2024.

EQT CORPORATION AND SUBSIDIARIES

3 unchanged sentences

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.

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

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.

During the three months ended March 31, 2025, the Company recorded purchase accounting adjustments primarily related to deferred income taxes based on updated income tax computations as well as investments in unconsolidated entities and property, plant and equipment based on updated appraisal estimates.

Preliminary Purchase Price Allocation

11 unchanged sentences

Property, plant and equipment 9,375,935

Investment in the MVP Joint Venture 3,222,311

Investments in unconsolidated entities 3,349,184

Net intangible assets 200,000

15 unchanged sentences

Notes to the Condensed Consolidated Financial Statements (Unaudited)

The fair value of Equitrans Midstream's property, plant and equipment, which primarily includes gathering systems, 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 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 Condensed 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 $ 1.3 billion to synergies expected from the vertical integration of the business, including from the elimination of contracted transportation and processing 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.

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

Of the total goodwill, the Company attributed $ 1,236 million to synergies expected from the vertical integration of the business, including from the elimination of contracted transportation and processing 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.

In addition, the Company attributed $ 831 million of total goodwill to additional deferred tax liabilities that arose from the differences between the preliminary purchase price allocation based on fair value and tax basis that carried over from Equitrans Midstream to the Company.

The Company allocated all of the goodwill from the Equitrans Midstream Merger to the Company's Transmission segment.

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.

EQT CORPORATION AND SUBSIDIARIES

Notes to the Condensed Consolidated Financial Statements (Unaudited)

Post-Acquisition Operating Results .

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 September 30, 2024.

July 22, 2024 through September 30, 2024

Loss on derivatives $ ( 5,673 )

Pipeline, net marketing services and other 110,403

Total operating revenues $ 104,730

Net loss $ ( 159,313 )

Net income attributable to noncontrolling interests 3,687

Net loss attributable to EQT Corporation $ ( 163,000 )

Unaudited Pro Forma Information .

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.

Nine Months Ended

September 30,

(Thousands, except per share amounts)

Pro forma operating revenues:

Pro forma sales of natural gas, NGLs and oil $ 3,293,174 $ 3,680,566

Pro forma gain on derivatives 201,228 1,221,557

Pro forma pipeline, net marketing services and other 454,136 456,082

Pro forma total operating revenues $ 3,948,538 $ 5,358,205

Pro forma net income $ 19,543 $ 1,677,891

Pro forma net income attributable to noncontrolling interests 17,696 21,891

Pro forma net income attributable to EQT Corporation $ 1,847 $ 1,656,000

Pro forma income per share of common stock attributable to EQT Corporation:

Pro forma net income attributable to EQT Corporation – Basic $ 0.00 $ 4.49

Pro forma net income attributable to EQT Corporation – Diluted $ 0.00 $ 4.14

EQT CORPORATION AND SUBSIDIARIES

Notes to the Condensed Consolidated Financial Statements (Unaudited)

Commitments and Contingencies

Purchase Obligations

The following table summarizes the Company's commitments to pay demand charges under long-term contracts and binding precedent agreements with various pipelines and charges for processing capacity.

The table presents the year or years in which such commitments are to be paid as of September 30, 2024 and December 31, 2023.

As of September 30, 2024 As of December 31, 2023

2024 (a) $ 0.2 $ 1.8

Thereafter 4.2 13.6

Total $ 7.2 $ 22.0

(a) As of September 30, 2024, the noted amount represented commitments payable for the three months ended December 31, 2024;

as of December 31, 2023, the noted amount represented commitments payable for the year ended December 31, 2024.

The following table summarizes the Company's commitments to pay for services related to its operations, including electric hydraulic fracturing services, and purchase equipment, materials and sand.

The table presents the year or years in which such commitments are to be paid as of September 30, 2024 and December 31, 2023.

As of September 30, 2024 As of December 31, 2023

2024 (a) $ 60.7 $ 228.8

2025 194.6 164.5

2026 148.4 138.0

2027 88.2 111.0

2028 37.9 72.9

Thereafter — 107.9

Total $ 529.8 $ 823.1

(a) As of September 30, 2024, the noted amount represented commitments payable for the three months ended December 31, 2024;

as of December 31, 2023, the noted amount represented commitments payable for the year ended December 31, 2024.

EQT CORPORATION AND SUBSIDIARIES

Notes to the Condensed Consolidated Financial Statements (Unaudited)

Legal and Regulatory Proceedings

In the ordinary course of business, various legal and regulatory claims and proceedings are pending or threatened against the Company.

While the amounts claimed may be substantial, the Company is unable to predict with certainty the ultimate outcome of such claims and proceedings.

The Company evaluates its legal proceedings, including litigation and regulatory and governmental investigations and inquiries, on a regular basis and accrues a loss for such matters when the Company believes that it is probable a liability has been incurred and the amount of the loss can be reasonably estimated.

In such cases, if some amount within a range of loss appears to be a better estimate than any other amount within the range, that amount is accrued;

however, when no amount within the range is a better estimate than any other amount, the minimum amount in the range is accrued.

Any such accruals are adjusted thereafter as appropriate to reflect changed circumstances.

In the event the Company determines that (i) it is probable a liability has been incurred but the amount of the loss cannot be reasonably estimated, or (ii) it less likely than probable but is reasonably possible that a liability has been incurred, then the Company is required to disclose the matter in its Annual Report on Form 10-K with any update thereto in this Quarterly Report on Form 10-Q, as applicable, although the Company is not required to accrue such loss.

When able, the Company determines an estimate of reasonably possible losses or ranges of reasonably possible losses, whether in excess of any related accrued loss or where there is no accrued loss, for legal proceedings.

In instances where such estimates can be made, any such estimates are based on the Company's analysis of currently available information and are subject to significant judgment and a variety of assumptions and uncertainties and may change as new information is obtained.

The ultimate outcome of the matters described below is inherently uncertain.

Furthermore, due to the inherent subjectivity of the assessments and unpredictability of outcomes of legal proceedings, any amounts accrued or estimated as possible losses may not represent the ultimate loss to the Company from the legal proceedings in question and the Company's exposure and ultimate losses may be higher, and possibly significantly so, than the amounts accrued or estimated.

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, 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 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's stock price in 2018 and 2019.

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.

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.

EQT CORPORATION AND SUBSIDIARIES

Notes to the Condensed Consolidated Financial Statements (Unaudited)

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.

See Note 11 to the Consolidated Financial Statements in the Company's Annual Report on Form 10-K for the year ended December 31, 2023 for additional discussion of the Company's commitments and contingencies, including certain other pending legal and regulatory proceedings and other contingent matters.

As of September 30, 2024, except as disclosed herein, there have been no material changes to such matters disclosed therein.

Olympus Energy Acquisition.

On April 22, 2025, the Company entered into a purchase agreement (the Olympus Energy Purchase Agreement) with Olympus Energy Holdings LLC, Hyperion Midstream LLC and Bow & Arrow Land Company LLC (collectively, Olympus Energy), pursuant to which the Company agreed to acquire certain upstream and midstream assets of Olympus Energy (the Olympus Energy Acquisition), including approximately 90,000 net acres with approximately 500 MMcf per day of net production, for consideration of approximately 26 million shares of EQT common stock and $ 500 million in cash, as adjusted pursuant to customary closing purchase price adjustments.

The Company expects to fund the cash consideration with cash on hand and borrowings under EQT's revolving credit facility.

The Olympus Energy Purchase Agreement has an effective date of March 31, 2025.

The Olympus Energy Acquisition is expected to close in the third quarter of 2025, subject to regulatory approvals and the satisfaction of customary closing conditions.

Upon execution of the Olympus Energy Purchase Agreement, the Company deposited $ 90 million into an escrow account, which will be credited toward the cash consideration upon the closing of the Olympus Energy Acquisition.

EQT CORPORATION AND SUBSIDIARIES

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-Q

Item 1. Financial Statements