Item 1. Financial Statements
Item 1. Financial Statements
EQT CORPORATION AND SUBSIDIARIES
STATEMENTS OF CONDENSED CONSOLIDATED OPERATIONS (UNAUDITED)
Three Months Ended
June 30, Six Months Ended
June 30,
2025 2024 2025 2024
(Thousands, except per share amounts)
Operating revenues:
Sales of natural gas, natural gas liquids and oil $ 1,700,499 $ 889,517 $ 3,945,226 $ 2,193,422
Gain on derivatives 719,964 61,333 41,045 167,844
Pipeline and other 137,256 1,662 311,298 3,514
Total operating revenues 2,557,719 952,512 4,297,569 2,364,780
Operating expenses:
Transportation and processing 389,116 543,067 767,325 1,088,248
Production 91,518 88,551 179,956 179,200
Operating and maintenance 53,983 13,636 101,280 25,306
Exploration 1,273 1,378 2,324 2,294
Selling, general and administrative 81,586 67,207 173,050 140,260
Depreciation, depletion and amortization 623,471 465,982 1,244,246 952,732
Loss (gain) on sale/exchange of long-lived assets 2,990 ( 320,129 ) 3,221 ( 319,982 )
Impairment and expiration of leases 3,254 37,659 5,915 46,868
Other operating expenses 176,490 52,190 189,964 64,163
Total operating expenses 1,423,681 949,541 2,667,281 2,179,089
Operating income 1,134,038 2,971 1,630,288 185,691
Income from investments ( 67,174 ) ( 172 ) ( 93,636 ) ( 2,432 )
Other income ( 2,616 ) ( 19,431 ) ( 3,239 ) ( 19,636 )
Loss on debt extinguishment 5,889 1,837 17,569 5,286
Interest expense, net 105,668 55,720 223,237 110,091
Income (loss) before income taxes 1,092,271 ( 34,983 ) 1,486,357 92,382
Income tax expense (benefit) 235,615 ( 44,222 ) 314,283 ( 19,920 )
Net income 856,656 9,239 1,172,074 112,302
Less: Net income (loss) attributable to noncontrolling interests 72,509 ( 278 ) 145,788 ( 703 )
Net income attributable to EQT Corporation $ 784,147 $ 9,517 $ 1,026,286 $ 113,005
Income per share of common stock attributable to EQT Corporation:
Basic:
Weighted average common stock outstanding 599,221 441,968 598,574 440,714
Net income attributable to EQT Corporation $ 1.31 $ 0.02 $ 1.71 $ 0.26
Diluted (Note 10):
Weighted average common stock outstanding 602,924 444,921 602,896 444,893
Net income attributable to EQT Corporation $ 1.30 $ 0.02 $ 1.70 $ 0.25
The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.
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EQT CORPORATION AND SUBSIDIARIES
STATEMENTS OF CONDENSED CONSOLIDATED COMPREHENSIVE INCOME (UNAUDITED)
Three Months Ended
June 30, Six Months Ended
June 30,
2025 2024 2025 2024
(Thousands)
Net income $ 856,656 $ 9,239 $ 1,172,074 $ 112,302
Other comprehensive income, net of tax:
Other postretirement benefits liability adjustment, net of tax: $ 53 , $ 13 , $ 82 and $ 26
54 43 91 86
Comprehensive income 856,710 9,282 1,172,165 112,388
Less: Comprehensive income (loss) attributable to noncontrolling interests 72,509 ( 278 ) 145,788 ( 703 )
Comprehensive income attributable to EQT Corporation $ 784,201 $ 9,560 $ 1,026,377 $ 113,091
The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.
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EQT CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
June 30, 2025 December 31, 2024
(Thousands)
ASSETS
Current assets:
Cash and cash equivalents $ 555,492 $ 202,093
Accounts receivable (less allowance for credit losses: $ 444 and $ 12,529 )
817,402 1,132,608
Derivative instruments, at fair value 118,934 143,581
Income tax receivable — 97,378
Prepaid expenses and other 139,508 139,019
Total current assets 1,631,336 1,714,679
Property, plant and equipment 45,260,546 44,505,504
Less: Accumulated depreciation and depletion 13,636,355 12,757,686
Net property, plant and equipment 31,624,191 31,747,818
Investments in unconsolidated entities 3,623,219 3,617,397
Net intangible assets 207,871 215,257
Goodwill 2,062,462 2,079,481
Other assets 517,669 455,623
Total assets $ 39,666,748 $ 39,830,255
LIABILITIES AND EQUITY
Current liabilities:
Current portion of debt $ 391,801 $ 320,800
Accounts payable 1,151,663 1,177,656
Derivative instruments, at fair value 194,823 446,519
Accrued interest 143,040 167,157
Other current liabilities 425,080 349,417
Total current liabilities 2,306,407 2,461,549
Revolving credit facility borrowings 282,000 150,000
Senior notes 7,641,236 8,853,377
Deferred income taxes 3,122,972 2,851,103
Asset retirement obligations and other liabilities 1,216,283 1,236,090
Total liabilities 14,568,898 15,552,119
Equity:
Common stock, no par value,
shares authorized: 1,280,000 , shares issued: 598,812 and 596,870
17,999,758 18,014,711
Retained earnings 3,425,732 2,585,238
Accumulated other comprehensive loss ( 2,230 ) ( 2,321 )
Total common shareholders' equity 21,423,260 20,597,628
Noncontrolling interest in consolidated subsidiaries 3,674,590 3,680,508
Total equity 25,097,850 24,278,136
Total liabilities and equity $ 39,666,748 $ 39,830,255
The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.
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EQT CORPORATION AND SUBSIDIARIES
STATEMENTS OF CONDENSED CONSOLIDATED CASH FLOWS (UNAUDITED)
Six Months Ended June 30,
2025 2024
(Thousands)
Cash flows from operating activities:
Net income $ 1,172,074 $ 112,302
Adjustments to reconcile net income to net cash provided by operating activities:
Deferred income tax expense (benefit) 304,878 ( 22,583 )
Depreciation, depletion and amortization 1,244,246 952,732
Loss (gain) on sale/exchange of long-lived assets 3,221 ( 319,982 )
Impairments 5,915 46,868
Income from investments ( 93,636 ) ( 2,432 )
Loss on debt extinguishment 17,569 5,286
Share-based compensation expense 28,535 22,650
Distributions from equity method investments 132,881 8,975
Other 3,358 8,317
Gain on derivatives ( 41,045 ) ( 167,844 )
Net cash settlements (paid) received on derivatives ( 193,350 ) 749,185
Net premiums paid on derivatives — ( 37,893 )
Changes in other assets and liabilities:
Accounts receivable 295,699 238,579
Accounts payable 10,253 ( 47,115 )
Income tax receivable and payable 97,378 1,724
Other current assets ( 1,459 ) ( 61,143 )
Other items, net ( 3,651 ) ( 9,918 )
Net cash provided by operating activities 2,982,866 1,477,708
Cash flows from investing activities:
Capital expenditures ( 1,049,289 ) ( 1,092,633 )
Cash paid for acquisitions, net of cash acquired ( 100,167 ) ( 237,755 )
Net cash (paid) received for sale/exchange of assets ( 6,284 ) 453,864
Capital contributions to equity method investments ( 42,047 ) ( 2,608 )
Other investing activities ( 245 ) ( 80 )
Net cash used in investing activities ( 1,198,032 ) ( 879,212 )
Cash flows from financing activities:
Proceeds from revolving credit facility borrowings 2,234,000 314,000
Repayment of revolving credit facility borrowings ( 2,422,800 ) ( 267,000 )
Proceeds from issuance of debt — 750,000
Proceeds from net settlement of Capped Call Transactions (Note 7) — 93,290
Debt issuance costs ( 7,238 ) ( 8,511 )
Repayment and retirement of debt ( 813,017 ) ( 1,355,183 )
Premiums paid on debt extinguishment ( 24,802 ) ( 1,178 )
Dividends paid ( 188,372 ) ( 138,963 )
Distributions to noncontrolling interest ( 151,954 ) —
Cash paid for taxes to net settle share-based incentive awards ( 53,253 ) ( 34,413 )
Other financing activities ( 3,999 ) ( 1,541 )
Net cash used in financing activities ( 1,431,435 ) ( 649,499 )
Net change in cash and cash equivalents 353,399 ( 51,003 )
Cash and cash equivalents at beginning of period 202,093 80,977
Cash and cash equivalents at end of period $ 555,492 $ 29,974
The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.
See Note 1 for supplemental cash flow information.
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EQT CORPORATION AND SUBSIDIARIES
STATEMENTS OF CONDENSED CONSOLIDATED EQUITY (UNAUDITED)
Common Stock
Shares Amount Retained Earnings Accumulated Other
Comprehensive Loss (a) Noncontrolling Interest in
Consolidated Subsidiaries Total Equity
(Thousands, except per share amounts)
Balance at April 1, 2024 441,558 $ 12,450,876 $ 2,715,974 $ ( 2,641 ) $ 7,192 $ 15,171,401
Comprehensive income, net of tax:
Net income (loss) 9,517 ( 278 ) 9,239
Other postretirement benefits liability adjustment, net of tax: $ 13
43 43
Dividends ($ 0.1575 per share)
( 69,551 ) ( 69,551 )
Share-based compensation plans 39 13,616 13,616
Balance at June 30, 2024 441,597 $ 12,464,492 $ 2,655,940 $ ( 2,598 ) $ 6,914 $ 15,124,748
Balance at April 1, 2025 598,586 $ 17,984,118 $ 2,736,046 $ ( 2,284 ) $ 3,685,389 $ 24,403,269
Comprehensive income, net of tax:
Net income 784,147 72,509 856,656
Other postretirement benefits liability adjustment, net of tax: $ 53
54 54
Dividends ($ 0.1575 per share)
( 94,461 ) ( 94,461 )
Share-based compensation plans 226 15,640 15,640
Distribution to noncontrolling interest ( 83,308 ) ( 83,308 )
Balance at June 30, 2025 598,812 $ 17,999,758 $ 3,425,732 $ ( 2,230 ) $ 3,674,590 $ 25,097,850
Common shares authorized (in thousands): 640,000 and 1,280,000 . Preferred shares authorized (in thousands): 3,000 . 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.
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EQT CORPORATION AND SUBSIDIARIES
STATEMENTS OF CONDENSED CONSOLIDATED EQUITY (UNAUDITED)
Common Stock
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
Comprehensive income, net of tax:
Net income (loss) 113,005 ( 703 ) 112,302
Other postretirement benefits liability adjustment, net of tax: $ 26
86 86
Dividends ($ 0.315 per share)
( 138,963 ) ( 138,963 )
Share-based compensation plans 1,709 ( 8,392 ) ( 8,392 )
Convertible Notes settlements (Note 7) 19,992 285,608 285,608
Net settlement of Capped Call Transactions (Note 7) 93,290 93,290
Balance at June 30, 2024 441,597 $ 12,464,492 $ 2,655,940 $ ( 2,598 ) $ 6,914 $ 15,124,748
Balance at January 1, 2025 596,870 $ 18,014,711 $ 2,585,238 $ ( 2,321 ) $ 3,680,508 $ 24,278,136
Comprehensive income, net of tax:
Net income 1,026,286 145,788 1,172,074
Other postretirement benefits liability adjustment, net of tax: $ 82
91 91
Dividends ($ 0.315 per share)
( 185,792 ) ( 185,792 )
Share-based compensation plans 1,942 ( 15,328 ) ( 15,328 )
Equitrans Midstream Merger (Note 11) 248 248
Change in ownership of consolidated subsidiary 375 375
Distributions to noncontrolling interest ( 151,954 ) ( 151,954 )
Balance at June 30, 2025 598,812 $ 17,999,758 $ 3,425,732 $ ( 2,230 ) $ 3,674,590 $ 25,097,850
Common shares authorized (in thousands): 640,000 and 1,280,000 . Preferred shares authorized (in thousands): 3,000 . 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.
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Notes to the Condensed Consolidated Financial Statements (Unaudited)
1. Financial Statements
Nature of Operations. 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. The accompanying unaudited Condensed Consolidated Financial Statements have been prepared in accordance with United States generally accepted accounting principles (GAAP) for interim financial information and with the requirements of Form 10-Q and Article 10 of Regulation S-X. 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 Company's financial position as of June 30, 2025 and December 31, 2024, results of operations and changes in equity for the three and six months ended June 30, 2025 and 2024 and cash flows for the six months ended June 30, 2025 and 2024. Certain previously reported amounts have been reclassified to conform to the current period's presentation. In addition, as discussed further in Note 2, certain prior period amounts have been recast to reflect the Company's change in reportable segments from one reportable segment to three reportable segments consisting of Production, Gathering and Transmission.
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 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. The Company records noncontrolling interest 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.
Six Months Ended
June 30,
2025 2024
(Thousands)
Cash paid (received) during the period for:
Interest, net of amount capitalized $ 241,824 $ 104,940
Income taxes, net ( 78,931 ) 4,850
Non-cash activity during the period for:
Investments in unconsolidated entities 17,981 2,375
Increase in asset retirement costs and obligations 15,185 3,313
Capitalization of non-cash equity share-based compensation 9,389 3,371
Increase in right-of-use assets and lease liabilities, net 5,095 8,283
Issuance of EQT common stock for Convertible Notes settlement (Note 7)
— 285,608
First NEPA Non-Operated Asset Divestiture (Note 12 )
— 155,383
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Notes to the Condensed Consolidated Financial Statements (Unaudited)
Recently Issued Accounting Standards
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.
2. Financial Information by Business Segment
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.
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.
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Notes to the Condensed Consolidated Financial Statements (Unaudited)
Total segment operating income. The following tables present the Company's profit and loss metric of operating income by segment.
Three Months Ended June 30, 2025
Production Gathering Transmission Total Segment Intersegment Eliminations
and Other EQT Corporation
(Thousands)
Operating revenues:
Sales of natural gas, natural gas liquids and oil $ 1,700,499 $ — $ — $ 1,700,499 $ — $ 1,700,499
Gain on derivatives 719,964 — — 719,964 — 719,964
Pipeline and other 79 320,269 134,583 454,931 ( 317,675 ) 137,256
Total operating revenues 2,420,542 320,269 134,583 2,875,394 ( 317,675 ) 2,557,719
Operating expenses (a):
Transportation and processing 706,139 — — 706,139 ( 317,023 ) 389,116
Production 91,518 — — 91,518 — 91,518
Operating and maintenance — 40,597 13,386 53,983 — 53,983
Exploration 1,273 — — 1,273 — 1,273
Selling, general and administrative 46,708 12,921 8,107 67,736 13,850 81,586
Depreciation, depletion and amortization 540,918 54,032 22,732 617,682 5,789 623,471
Loss on sale/exchange of long-lived assets 2,688 — 302 2,990 — 2,990
Impairment and expiration of leases 3,254 — — 3,254 — 3,254
Other operating expenses (b) 20,934 7,314 — 28,248 148,242 176,490
Total operating expenses 1,413,432 114,864 44,527 1,572,823 ( 149,142 ) 1,423,681
Operating income (loss) $ 1,007,110 $ 205,405 $ 90,056 $ 1,302,571 $ ( 168,533 ) $ 1,134,038
(a) The significant expense categories and amounts presented align with information that is regularly provided to the chief operating decision maker.
(b) Corporate other operating expenses consisted primarily of legal reserves related to the Securities Class Action (defined in Note 13).
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Notes to the Condensed Consolidated Financial Statements (Unaudited)
Three Months Ended June 30, 2024
Production Gathering Total Segment Intersegment Eliminations
and Other EQT Corporation
(Thousands)
Operating revenues:
Sales of natural gas, natural gas liquids and oil $ 889,517 $ — $ 889,517 $ — $ 889,517
Gain on derivatives 61,333 — 61,333 — 61,333
Pipeline and other ( 1,454 ) 74,300 72,846 ( 71,184 ) 1,662
Total operating revenues 949,396 74,300 1,023,696 ( 71,184 ) 952,512
Operating expenses (a):
Transportation and processing 614,252 — 614,252 ( 71,185 ) 543,067
Production 88,551 — 88,551 — 88,551
Operating and maintenance — 13,636 13,636 — 13,636
Exploration 1,378 — 1,378 — 1,378
Selling, general and administrative (b) 67,207 — 67,207 — 67,207
Depreciation, depletion and amortization 456,567 6,872 463,439 2,543 465,982
Gain on sale/exchange of long-lived assets ( 320,050 ) ( 79 ) ( 320,129 ) — ( 320,129 )
Impairment and expiration of leases 37,659 — 37,659 — 37,659
Other operating expenses 10,844 — 10,844 41,346 52,190
Total operating expenses 956,408 20,429 976,837 ( 27,296 ) 949,541
Operating (loss) income $ ( 7,012 ) $ 53,871 $ 46,859 $ ( 43,888 ) $ 2,971
(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.
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Notes to the Condensed Consolidated Financial Statements (Unaudited)
Six Months Ended June 30, 2025
Production Gathering Transmission Total Segment Intersegment Eliminations
and Other EQT Corporation
(Thousands)
Operating revenues:
Sales of natural gas, natural gas liquids and oil $ 3,945,226 $ — $ — $ 3,945,226 $ — $ 3,945,226
Gain on derivatives 41,045 — — 41,045 — 41,045
Pipeline and other 3,554 655,582 280,854 939,990 ( 628,692 ) 311,298
Total operating revenues 3,989,825 655,582 280,854 4,926,261 ( 628,692 ) 4,297,569
Operating expenses (a):
Transportation and processing 1,394,739 — — 1,394,739 ( 627,414 ) 767,325
Production 179,956 — — 179,956 — 179,956
Operating and maintenance — 76,906 24,374 101,280 — 101,280
Exploration 2,324 — — 2,324 — 2,324
Selling, general and administrative 95,378 28,318 17,526 141,222 31,828 173,050
Depreciation, depletion and amortization 1,084,412 103,456 45,935 1,233,803 10,443 1,244,246
Loss on sale/exchange of long-lived assets 2,872 — 349 3,221 — 3,221
Impairment and expiration of leases 5,915 — — 5,915 — 5,915
Other operating expenses (b) 25,333 10,296 ( 536 ) 35,093 154,871 189,964
Total operating expenses 2,790,929 218,976 87,648 3,097,553 ( 430,272 ) 2,667,281
Operating income (loss) $ 1,198,896 $ 436,606 $ 193,206 $ 1,828,708 $ ( 198,420 ) $ 1,630,288
(a) The significant expense categories and amounts presented align with information that is regularly provided to the chief operating decision maker.
(b) Corporate other operating expenses consisted primarily of legal reserves related to the Securities Class Action.
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Notes to the Condensed Consolidated Financial Statements (Unaudited)
Six Months Ended June 30, 2024
Production Gathering Total Segment Intersegment Eliminations
and Other EQT Corporation
(Thousands)
Operating revenues:
Sales of natural gas, natural gas liquids and oil $ 2,193,422 $ — $ 2,193,422 $ — $ 2,193,422
Gain on derivatives 167,844 — 167,844 — 167,844
Pipeline and other ( 3,069 ) 138,662 135,593 ( 132,079 ) 3,514
Total operating revenues 2,358,197 138,662 2,496,859 ( 132,079 ) 2,364,780
Operating expenses (a):
Transportation and processing 1,220,340 — 1,220,340 ( 132,092 ) 1,088,248
Production 179,200 — 179,200 — 179,200
Operating and maintenance — 25,306 25,306 — 25,306
Exploration 2,294 — 2,294 — 2,294
Selling, general and administrative (b) 140,260 — 140,260 — 140,260
Depreciation, depletion and amortization 940,221 7,509 947,730 5,002 952,732
Gain on sale/exchange of long-lived assets ( 319,960 ) ( 22 ) ( 319,982 ) — ( 319,982 )
Impairment and expiration of leases 46,868 — 46,868 — 46,868
Other operating expenses 13,444 — 13,444 50,719 64,163
Total operating expenses 2,222,667 32,793 2,255,460 ( 76,371 ) 2,179,089
Operating income (loss) $ 135,530 $ 105,869 $ 241,399 $ ( 55,708 ) $ 185,691
(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.
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EQT CORPORATION AND SUBSIDIARIES
Notes to the Condensed Consolidated Financial Statements (Unaudited)
Reconciliation of total segment operating income to income before income taxes
Three Months Ended
June 30, Six Months Ended
June 30,
2025 2024 2025 2024
(Thousands)
Total segment operating income $ 1,302,571 $ 46,859 $ 1,828,708 $ 241,399
Less:
Intersegment eliminations 687 — 1,389 —
Unallocated revenue ( 35 ) ( 1 ) ( 111 ) ( 13 )
Unallocated amounts:
Corporate selling, general and administrative 13,850 — 31,828 —
Corporate depreciation and amortization 5,789 2,543 10,443 5,002
Corporate other operating expenses (a) 148,242 41,346 154,871 50,719
Income from investments (b) ( 67,174 ) ( 172 ) ( 93,636 ) ( 2,432 )
Other income ( 2,616 ) ( 19,431 ) ( 3,239 ) ( 19,636 )
Loss on debt extinguishment 5,889 1,837 17,569 5,286
Interest expense, net 105,668 55,720 223,237 110,091
Income (loss) before income taxes $ 1,092,271 $ ( 34,983 ) $ 1,486,357 $ 92,382
(a) For the three and six months ended June 30, 2025, corporate other operating expenses consisted primarily of legal reserves related to the Securities Class Action.
(b) Income from investments for the three and six months ended June 30, 2025 included $ 41.6 million and $ 66.0 million, respectively, of equity earnings from the Company's investment in the MVP Joint Venture, which is reported in the Company's Transmission segment.
Total segment assets. The following table presents the Company's total assets by segment. The Company's investment in the MVP Joint Venture is presented in investments in unconsolidated entities in the Condensed Consolidated Balance Sheets. 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
June 30, 2025 (Thousands)
Investment in the MVP Joint Venture $ — $ — $ 3,503,025 $ 3,503,025
Goodwill — — 1,231,783 1,231,783
Other segment assets 22,027,485 8,276,505 2,900,334 33,204,324
Total assets $ 22,027,485 $ 8,276,505 $ 7,635,142 $ 37,939,132
June 30, 2024
Total assets $ 22,994,946 $ 1,479,044 $ — $ 24,473,990
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Notes to the Condensed Consolidated Financial Statements (Unaudited)
Reconciliation of total segment assets to total assets
June 30,
2025 2024
(Thousands)
Total segment assets $ 37,939,132 $ 24,473,990
Intersegment eliminations ( 256,941 ) ( 44,526 )
Unallocated amounts:
Cash and cash equivalents 555,492 29,974
Income tax receivable — 89,690
Other property, plant and equipment, at cost less accumulated depreciation 103,687 45,675
Goodwill (a) 830,679 —
Other 494,699 111,666
Total assets $ 39,666,748 $ 24,706,469
(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 purchase price allocation that carried over from Equitrans Midstream (defined in Note 11) to the Company. See Note 11.
Total segment capital expenditures. The following table presents the Company's capital expenditures by segment.
Three Months Ended
June 30, Six Months Ended
June 30,
2025 2024 2025 2024
(Thousands)
Production $ 449,440 $ 551,294 $ 858,195 $ 1,085,132
Gathering 86,083 18,065 158,187 32,047
Transmission 10,291 — 22,918 —
Total segment capital expenditures 545,814 569,359 1,039,300 1,117,179
Other corporate items 7,745 6,776 11,703 7,943
Total capital expenditures $ 553,559 $ 576,135 $ 1,051,003 $ 1,125,122
3. Revenue from Contracts with Customers
Sales of natural gas, NGLs and oil . Under the Company's natural gas, natural gas liquids (NGLs) and oil sales contracts, the Company generally considers the delivery of each unit (million British thermal units (MMBtu) or barrel (Bbl)) to be a separate performance obligation that is satisfied upon delivery. These contracts typically require payment within 25 days of the end of the calendar month in which the commodity is delivered. A significant number of these contracts contain variable consideration because the payment terms refer to market prices at future delivery dates. In these situations, the Company has not identified a standalone selling price because the terms of the variable payments relate specifically to the Company's efforts to satisfy the performance obligations. 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 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.
Based on management's judgment, the performance obligations for the sale of natural gas, NGLs and oil are satisfied at a point in time because the customer obtains control and legal title of the asset when the natural gas, NGLs or oil is delivered to the designated sales point.
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Notes to the Condensed Consolidated Financial Statements (Unaudited)
The sales of natural gas, NGLs and oil presented in the Statements of Condensed Consolidated Operations represent the Company's share of revenues net of royalties and exclude revenue interests owned by others. When selling natural gas, NGLs and oil on behalf of royalty or working interest owners, the Company acts as an agent and, thus, reports the revenue on a net basis.
Pipeline revenue. The Company provides gathering, transmission and storage services under firm and interruptible service contracts.
Firm service contracts generally require the customer to pay a firm reservation fee, which is a fixed, monthly 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. The performance obligation for revenue from firm reservation fees is satisfied over time as the pipeline capacity is made available to the customer. As such, the Company recognizes firm reservation fee revenue evenly over the contract period using a time-elapsed output method to measure progress.
Volumetric-based fees, which are charges based on the volume of gas gathered, transported or stored, can also be charged under firm service contracts for each firm contracted volume gathered, transported or stored as well as for volumes gathered, transported or stored in excess of the firm contracted volume so long as capacity exists.
Interruptible service contracts require the customer to pay volumetric-based fees and generally do not guarantee access to the pipeline or storage facility.
The performance obligation for revenue from volumetric-based fees is generally satisfied upon the Company's monthly invoicing to the customer for volumes gathered, transported or stored during the month. The amount invoiced generally corresponds directly to the value of the Company's performance to date as the customer obtains value as each volume is gathered, transported or stored. Gathering service contracts are invoiced on a one-month lag, with payment typically due within 21 days of the invoice date. Revenue for gathering services provided but not yet invoiced is estimated based on contract data, preliminary throughput and allocation measurements on a monthly basis. Transmission and storage service contracts are invoiced at the end of each calendar month, with payment typically due within 10 days of the invoice date.
For both firm reservation and volumetric-based fee revenues, the Company allocates the transaction price to each performance obligation based on the estimated relative standalone selling price. Any excess of consideration received over revenue recognized results in the deferral of those amounts until future periods based on a units-of-production or straight-line methodology as these methods align with the consumption of services provided to the customer. The units-of-production methodology requires the use of judgment to estimate future production volumes.
Certain of the Company's gathering service agreements are structured with minimum volume commitments (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.
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Notes to the Condensed Consolidated Financial Statements (Unaudited)
Disaggregated revenue information. The table below provides disaggregated information on the Company's revenues. Certain other revenue contracts are outside the scope of ASU 2014-09, Revenue from Contracts with Customers . These contracts are reported in pipeline and other revenues in the Statements of Condensed Consolidated Operations. Derivative contracts are also outside the scope of ASU 2014-09.
Three Months Ended
June 30, Six Months Ended
June 30,
2025 2024 2025 2024
(Thousands)
Revenues from contracts with customers:
Production sales
Natural gas sales $ 1,539,205 $ 730,705 $ 3,589,155 $ 1,852,279
NGLs sales 145,104 139,734 318,920 295,884
Oil sales 16,190 19,078 37,151 45,259
Sales of natural gas, NGLs and oil 1,700,499 889,517 3,945,226 2,193,422
Gathering pipeline revenue
Firm reservation fee revenue (a) 169,597 — 336,288 —
Volumetric-based fee revenue 150,672 74,300 319,294 138,662
Total Gathering pipeline revenue 320,269 74,300 655,582 138,662
Transmission pipeline revenues
Firm reservation fee revenue 96,535 — 214,387 —
Volumetric-based fee revenue 38,048 — 66,467 —
Total Transmission pipeline revenue 134,583 — 280,854 —
Intersegment eliminations and other ( 317,675 ) ( 71,184 ) ( 628,692 ) ( 132,079 )
Total revenues from contracts with customers (b) 1,837,676 892,633 4,252,970 2,200,005
Other sources of revenue:
Gain on derivatives 719,964 61,333 41,045 167,844
Other revenues 79 ( 1,454 ) 3,554 ( 3,069 )
Total other sources of revenue 720,043 59,879 44,599 164,775
Total operating revenues $ 2,557,719 $ 952,512 $ 4,297,569 $ 2,364,780
(a) Firm reservation fee revenue for the three and six months ended June 30, 2025 included unbilled revenues supported by MVCs of approximately $ 5.6 million and $ 11.2 million, respectively.
(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 $ 668.9 million and $ 939.9 million as of June 30, 2025 and December 31, 2024, respectively.
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Notes to the Condensed Consolidated Financial Statements (Unaudited)
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 June 30, 2025. The table excludes contracts that qualified for the exception to the relative standalone selling price method as of June 30, 2025.
2025 (a) 2026 2027 2028 2029 Thereafter Total
(Thousands)
Gathering firm reservation fees:
Third-party contracts $ 50,843 $ 93,270 $ 85,998 $ 85,998 $ 85,998 $ 373,259 $ 775,366
Affiliate contracts 49,206 101,792 101,450 97,701 97,701 1,507,675 1,955,525
Total Gathering firm reservation fees 100,049 195,062 187,448 183,699 183,699 1,880,934 2,730,891
Gathering revenues supported by MVCs:
Third-party contracts 45,767 94,235 84,910 80,608 68,951 198,340 572,811
Affiliate contracts 194,123 397,966 410,622 411,740 410,621 2,042,451 3,867,523
Total Gathering revenues supported by MVCs 239,890 492,201 495,532 492,348 479,572 2,240,791 4,440,334
Transmission firm reservation fees:
Third-party contracts 93,104 177,413 173,926 170,488 168,019 819,981 1,602,931
Affiliate contracts 123,205 262,574 261,046 260,715 260,384 1,964,638 3,132,562
Total Transmission firm reservation fees 216,309 439,987 434,972 431,203 428,403 2,784,619 4,735,493
Total $ 556,248 $ 1,127,250 $ 1,117,952 $ 1,107,250 $ 1,091,674 $ 6,906,344 $ 11,906,718
(a) July 1 through December 31.
As of June 30, 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 June 30, 2025. Based on total projected contractual revenues, both the Company's firm gathering affiliate contracts and firm transmission and storage affiliate contracts had a weighted average remaining term of approximately 13 years as of June 30, 2025.
4. Derivative Instruments
The Company's primary market risk exposure is the volatility of future prices for natural gas and NGLs, which can affect the Company's operating results. The Company uses derivative commodity instruments to hedge its cash flows from sales of produced natural gas and NGLs. The overall objective of the Company's hedging program is to protect cash flows from undue exposure to the risk of changing commodity prices.
The derivative commodity instruments used by the Company are primarily swap, collar and option agreements. These agreements may result in payments to, or receipt of payments from, counterparties based on the differential between two prices for the commodity. The Company uses these agreements to hedge its NYMEX and basis exposure. The Company may also use other contractual agreements when executing its commodity hedging strategy. The Company typically enters into over the counter (OTC) derivative commodity instruments with financial institutions, and the creditworthiness of all counterparties is regularly monitored.
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. The Company recognizes all derivative instruments as either assets or liabilities at fair value on a gross basis. These derivative instruments are reported as either current assets or current liabilities due to their highly liquid nature. The Company can net settle its derivative instruments at any time.
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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. Contracts that result in the physical receipt or delivery of a commodity but are not designated or do not meet all of the criteria to qualify for the normal purchase and normal sale scope exception are subject to derivative accounting.
The Company's OTC derivative instruments generally require settlement in cash. The Company also enters into exchange traded derivative commodity instruments that are generally settled with offsetting positions. 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 1,042 billion cubic feet (Bcf) of natural gas and 6,218 thousand barrels (Mbbl) of NGLs as of June 30, 2025 and 2,189 Bcf of natural gas and 2,562 Mbbl of NGLs as of December 31, 2024. The open positions at both June 30, 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. (Moody's), S&P Global Ratings (S&P) or Fitch Ratings Service (Fitch) is below the agreed-upon credit rating threshold (typically, below investment grade) and if the associated derivative liability exceeds the agreed-upon dollar threshold for such credit rating, the counterparty to such contract can require the Company to deposit collateral. Similarly, if such counterparty's credit rating assigned by Moody's, S&P or Fitch is below the agreed-upon credit rating threshold and if the associated derivative liability exceeds the agreed-upon dollar threshold for such credit rating, the Company can require the counterparty to deposit collateral with the Company. Such collateral can be up to 100 % of the derivative liability. Investment grade refers to the quality of a company's credit as assessed by one or more credit rating agencies. To be considered investment grade, a company must be rated "Baa3" or higher by Moody's, "BBB–" or higher by S&P and "BBB–" or higher by Fitch. Anything below these ratings is considered non-investment grade. As of June 30, 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 June 30, 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 $ 45.3 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 June 30, 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. The Company is required to make such deposits based on an established initial margin requirement and the net liability position, if any, of the fair value of the associated contracts. The Company records these deposits as a current asset in the Condensed Consolidated Balance Sheets. When the fair value of such contracts is in a net asset position, the broker may remit funds to the Company. The Company records these deposits as a current liability in the Condensed Consolidated Balance Sheets. The initial margin requirements are established by the exchanges based on the price, volatility and the time to expiration of the contract. The margin requirements are subject to change at the exchanges' discretion. As of June 30, 2025 and December 31, 2024, there was $ 79.5 million and $ 87.0 million, respectively, of such deposits recorded as a current asset in the Condensed Consolidated Balance Sheets.
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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. The table below summarizes the impact of netting agreements and margin deposits on gross derivative assets and liabilities.
Gross derivative instruments recorded in the Condensed Consolidated Balance Sheets Derivative instruments subject to
master netting agreements Margin requirements with counterparties Net derivative instruments
(Thousands)
June 30, 2025
Asset derivative instruments, at fair value $ 118,934 $ ( 92,869 ) $ — $ 26,065
Liability derivative instruments, at fair value 194,823 ( 92,869 ) ( 79,487 ) 22,467
December 31, 2024
Asset derivative instruments, at fair value $ 143,581 $ ( 117,350 ) $ — $ 26,231
Liability derivative instruments, at fair value 446,519 ( 117,350 ) ( 86,975 ) 242,194
5. Fair Value Measurements
The Company records its financial instruments, which are principally derivative instruments, at fair value in the Condensed Consolidated Balance Sheets. The Company estimates the fair value of its financial instruments using quoted market prices when available. If quoted market prices are not available, the fair value is based on models that use market-based parameters, including forward curves, discount rates, volatilities and nonperformance risk, as inputs. Nonperformance risk considers the effect of the Company's credit standing on the fair value of liabilities and the effect of the counterparty's credit standing on the fair value of assets. The Company estimates nonperformance risk by analyzing publicly available market information, including a comparison of the yield on debt instruments with credit ratings similar to EQT's or the counterparty's credit rating and the yield on a risk-free instrument.
The Company has categorized its assets and liabilities recorded at fair value into a three-level fair value hierarchy based on the priority of the inputs to the valuation technique. The fair value hierarchy gives the highest priority to quoted prices in active markets for identical assets and liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). Assets and liabilities that use Level 2 inputs primarily include the Company's swap, collar and option agreements.
Exchange traded commodity swaps have Level 1 inputs. The fair value of the commodity swaps with Level 2 inputs is based on standard industry income approach models that use significant observable inputs, including, but not limited to, NYMEX natural gas forward curves, SOFR-based discount rates, basis forward curves and NGLs forward curves. The Company's collars and options are valued using standard industry income approach option models. The significant observable inputs used by the option pricing models include NYMEX forward curves, natural gas volatilities and SOFR-based discount rates.
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Notes to the Condensed Consolidated Financial Statements (Unaudited)
The table below summarizes assets and liabilities measured at fair value on a recurring basis.
Fair value measurements at reporting date using:
Gross derivative instruments recorded in the Condensed Consolidated Balance Sheets Quoted prices in active
markets for identical assets
(Level 1) Significant other observable inputs
(Level 2) Significant unobservable inputs
(Level 3)
(Thousands)
June 30, 2025
Asset derivative instruments, at fair value $ 118,934 $ 16,909 $ 102,025 $ —
Liability derivative instruments, at fair value 194,823 47,637 147,186 —
December 31, 2024
Asset derivative instruments, at fair value $ 143,581 $ 50,300 $ 93,281 $ —
Liability derivative instruments, at fair value 446,519 81,074 365,445 —
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 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 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 June 30, 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 $ 8.0 billion and $ 8.9 billion, respectively, inclusive of any current portion. See Note 7 for further discussion of the Company's debt.
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 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 7 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 the assets received as consideration for the First NEPA Non-Operated Asset Divestiture (defined in Note 12). 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.
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Notes to the Condensed Consolidated Financial Statements (Unaudited)
6. Income Taxes
For the six months ended June 30, 2025, 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. For the six months ended June 30, 2024, modest fluctuations in estimated ordinary income resulted in significant changes in the estimated annual effective tax rate, which made the annual effective tax rate method unreliable; as such, the Company calculated the provision for income taxes for the six months ended June 30, 2024 using the discrete effective tax rate method. There were no material changes to the Company's methodology for determining unrecognized tax benefits during the six months ended June 30, 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, 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 six months ended June 30, 2025 and 2024, the Company recorded income tax expense (benefit) at an effective tax rate of 21.1 % and ( 21.6 )%, respectively. The Company's effective tax rate for the six months ended June 30, 2025 was higher compared to the U.S. federal statutory rate primarily as a result of state taxes, partly offset by the Midstream Joint Venture's and Eureka Midstream Holdings' income attributable to the noncontrolling interests and excess tax benefits from share-based payments. The Company's effective tax rate for the six months ended June 30, 2024 was lower compared to the U.S. federal statutory rate primarily as a result of the Company's utilization of some of its capital loss carryforwards with the capital gain generated from the First NEPA Non-Operated Asset Divestiture, which results in the release of the associated valuation allowance, as well as from excess tax benefits from share-based payments.
On July 4, 2025, President Trump signed the One Big Beautiful Bill Act into law. The Company is evaluating the potential tax impacts of the One Big Beautiful Bill Act on the Company.
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Notes to the Condensed Consolidated Financial Statements (Unaudited)
7. Debt
The table below summarizes the Company's outstanding debt.
June 30, 2025 December 31, 2024
Principal Value Carrying Value (a) Principal Value Carrying Value (a)
(Thousands)
EQT's revolving credit facility maturing July 23, 2030 $ — $ — $ 150,000 $ 150,000
Eureka's revolving credit facility maturing November 13, 2027 282,000 282,000 320,800 320,800
Debentures and senior notes:
EQT's 3.125 % notes due May 15, 2026
392,915 391,801 392,915 391,193
EQT's 7.75 % debentures due July 15, 2026
115,000 114,461 115,000 114,213
EQM's 7.500 % notes due June 1, 2027
4,069 4,142 500,000 511,377
EQT's 7.500 % notes due June 1, 2027
495,925 504,440 — —
EQM's 6.500 % notes due July 1, 2027
48,868 52,222 900,000 915,538
EQT's 6.500 % notes due July 1, 2027
344,921 346,700 — —
EQT's 3.90 % notes due October 1, 2027
936,158 934,206 1,169,503 1,166,523
EQT's 5.700 % notes due April 1, 2028
500,000 493,773 500,000 492,640
EQM's 5.500 % notes due July 15, 2028
— — 118,683 118,204
EQT's 5.500 % notes due July 15, 2028
45,225 45,027 — —
EQT's 5.00 % notes due January 15, 2029
318,494 316,117 318,494 315,785
EQM's 4.50 % notes due January 15, 2029
8,338 8,031 742,923 711,754
EQT's 4.50 % notes due January 15, 2029
734,583 706,891 — —
EQM's 6.375 % notes due April 1, 2029
3,265 3,307 600,000 608,667
EQT's 6.375 % notes due April 1, 2029
596,725 603,781 — —
EQT's 7.000 % notes due February 1, 2030 (b)
674,800 671,952 674,800 671,641
EQM's 7.500 % notes due June 1, 2030
5,536 5,894 500,000 535,671
EQT's 7.500 % notes due June 1, 2030
494,086 525,994 — —
EQM's 4.75 % notes due January 15, 2031
9,616 9,177 1,100,000 1,045,219
EQT's 4.75 % notes due January 15, 2031
1,090,218 1,039,524 — —
EQT's 3.625 % notes due May 15, 2031
435,165 431,157 435,165 430,818
EQT's 5.750 % notes due February 1, 2034
750,000 743,193 750,000 742,796
EQM's 6.500 % notes due July 15, 2048
12,989 13,164 80,233 81,338
EQT's 6.500 % notes due July 15, 2048
67,196 68,083 — —
Total debt 8,366,092 8,315,037 9,368,516 9,324,177
Less: Current portion of debt (c) 392,915 391,801 320,800 320,800
Long-term debt $ 7,973,177 $ 7,923,236 $ 9,047,716 $ 9,003,377
(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 June 30, 2025, the current portion of debt included EQT's 3.125 % senior notes. As of December 31, 2024, the current portion of debt included borrowings outstanding under Eureka's revolving credit facility.
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Notes to the Condensed Consolidated Financial Statements (Unaudited)
Debt Repayments . The Company repaid, redeemed or repurchased the following debt during the six months ended June 30, 2025.
Debt Tranche Principal Premiums Paid
(Discounts Received) Accrued but Unpaid Interest Total Cost
(Thousands)
EQM's 6.500 % notes due July 1, 2027 (a)
$ 506,209 $ 13,288 $ 6,489 $ 525,986
EQT's 3.90 % notes due October 1, 2027 (a)
233,345 ( 2,842 ) 4,070 234,573
EQM's 5.500 % notes due July 15, 2028
73,456 2,878 1,190 77,524
Total $ 813,010 $ 13,324 $ 11,749 $ 838,083
(a) On February 24, 2025, the Company announced the commencement of tender offers (the Tender Offers) to purchase any and all of the outstanding 6.500 % senior notes issued by EQM Midstream Partners, LP's (EQM), a wholly-owned subsidiary of EQT, and a certain amount of the outstanding 3.90 % senior notes issued by EQT. On March 12, 2025, the Company settled the Tender Offers. In addition to call premiums paid (discounts received) shown above, the Company paid $ 2.7 million in fees to dealer managers and other non-lender parties in connection with the Tender Offers.
On July 16, 2025, EQM issued notices of full redemption to the holders of each of its outstanding series of notes, and, on July 31, 2025, using cash on hand and, to the extent necessary, borrowings under EQT's revolving credit facility, EQM will redeem such notes (which have an outstanding aggregate principal amount of approximately $ 92.7 million as of July 16, 2025) in full for the redemption prices set forth in the applicable governing indentures. After such redemptions, EQM will no longer have any outstanding notes.
EQT's Revolving Credit Facility. EQT has a $ 3.5 billion revolving credit facility governed by that certain Fourth Amended and Restated Credit Agreement, dated as of July 22, 2024 (as amended, the Revolving Credit Agreement), among EQT, PNC Bank, National Association, as administrative agent, swing line lender and letter of credit issuer, and the other lenders party thereto. On June 30, 2025, EQT obtained the consent of each of the lenders party to the Revolving Credit Agreement to extend the maturity date of the commitments and loans thereunder (the Stated Maturity Date) from July 23, 2029 to July 23, 2030, effective as of July 23, 2025 (the Extension). The terms of the Revolving Credit Agreement otherwise remain unchanged. Pursuant to the terms of the Revolving Credit Agreement, EQT may request two one-year extensions of the Stated Maturity Date, subject to satisfaction of certain conditions. The Extension is the first such extension.
As of June 30, 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 June 30, 2025 and 2024, under EQT's revolving credit facility, the maximum amount of outstanding borrowings was $ 512 million and $ 207 million, respectively, the average daily balance was approximately $ 64 million and $ 24 million, respectively, and interest was incurred at a weighted average annual interest rate of 5.9 % and 6.9 %, respectively. During the six months ended June 30, 2025 and 2024, under EQT's revolving credit facility, the maximum amount of outstanding borrowings was $ 566 million and $ 207 million, respectively, the average daily balance was approximately $ 136 million and $ 17 million, respectively, and interest was incurred at a weighted average annual interest rate of 5.9 % and 6.9 %, respectively. For both the six months ended June 30, 2025 and 2024, EQT incurred commitment fees of 20 basis points on the undrawn portion of EQT's revolving credit facility.
Eureka's Revolving Credit Facility. 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 pursuant to the Credit Agreement, dated May 13, 2021, among Eureka, Sumitomo Mitsui Banking Corporation, as administrative agent, the lenders party thereto from time to time and any other persons party thereto from time to time (as amended, the Eureka Credit Agreement). On June 30, 2025, Eureka entered into that certain Third Amendment and Master Assignment to Credit Agreement to, among other changes referenced therein, extend the maturity date of the commitments and loans under the Eureka Credit Agreement from November 13, 2025 to November 13, 2027 and reduce the commitment fee spread (calculated based on Eureka's Consolidated Leverage Ratio, as defined in the Eureka Credit Agreement) from a range of 37.5 to 50 basis points to a range of 32.5 to 45 basis points.
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Notes to the Condensed Consolidated Financial Statements (Unaudited)
As of both June 30, 2025 and December 31, 2024, Eureka had no letters of credit outstanding under its revolving credit facility.
During the three months ended June 30, 2025, under Eureka's revolving credit facility, the maximum amount of outstanding borrowings was $ 285 million, the average daily balance was approximately $ 284 million and interest was incurred at a weighted average annual interest rate of 7.1 %. During the six months ended June 30, 2025, under Eureka's revolving credit facility, the maximum amount of outstanding borrowings was $ 321 million, the average daily balance was approximately $ 297 million and interest was incurred at a weighted average annual interest rate of 7.1 %. For the six months ended June 30, 2025, Eureka incurred commitment fees ranging from 32.5 to 50 basis points (based on applicable Consolidated Leverage Ratio) on the undrawn portion of Eureka's revolving credit facility.
EQM Exchange Offers. On February 24, 2025, the Company commenced private offers (the EQM Exchange Offers) 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 (as extended, the Expiration Date), the holder thereof received $950 principal of New EQT Notes.
On April 2, 2025, 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 holders 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 $ 8.6 million in loss on debt extinguishment in the Statement of Condensed Consolidated Operations during the six months ended June 30, 2025. The maturity date, interest rate and covenants of each New EQT Note are consistent with those of the corresponding Existing EQM Note exchanged.
Consent Solicitation. In conjunction with the Tender Offers and EQM Exchange Offers, the Company solicited and obtained consents 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 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.
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Notes to the Condensed Consolidated Financial Statements (Unaudited)
8. Investments in Unconsolidated Entities
Equity Method Investments
The table below summarizes the Company's equity method investments.
June 30, 2025 December 31, 2024
Ownership Interest Carrying Value Ownership Interest Carrying Value
(Thousands) (Thousands)
MVP Joint Venture (a):
The MVP 49.3 % $ 3,467,039 49.3 % $ 3,469,438
MVP Southgate 47.2 % 35,986 47.2 % 65,292
Total MVP Joint Venture 3,503,025 3,534,730
Laurel Mountain Midstream, LLC (b) 31 % 49,490 31 % 28,757
Other 37,401 20,668
Total $ 3,589,916 $ 3,584,155
(a) Mountain Valley Pipeline, LLC (the MVP Joint Venture) is a Delaware series limited liability company formed as a joint venture among (i) with respect to Series A, the Midstream Joint Venture and affiliates of NextEra Energy, Inc., Consolidated Edison, Inc., AltaGas Ltd. and RGC Resources, Inc. for the purpose 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 the purpose of constructing, owning and operating MVP Southgate (defined below).
(b) Laurel Mountain Midstream, LLC is a midstream company formed as a joint venture among a wholly-owned subsidiary of EQT, Williams Companies Inc. and certain other energy companies, to provide natural gas gathering and processing services.
The MVP. The Mountain Valley Pipeline (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.
MVP Southgate. MVP Southgate is a contemplated interstate pipeline that was approved by the Federal Energy Regulatory Commission (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 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.
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.
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Notes to the Condensed Consolidated Financial Statements (Unaudited)
Pursuant to the MVP Joint Venture's limited liability company agreement, a wholly-owned subsidiary of EQM is obligated to provide performance assurances with respect to MVP Southgate that may take the form of a guarantee from EQT (as a Qualified Guarantor, as defined in and pursuant to the MVP Joint Venture's limited liability company agreement), a letter of credit or cash collateral. Upon receipt of the FERC's notice to proceed with 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 June 30, 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.
9. 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 six months ended June 30, 2025, the Midstream Joint Venture paid $ 252.3 million of aggregate cash distributions, of which $ 152.0 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.
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.
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Notes to the Condensed Consolidated Financial Statements (Unaudited)
10. Income Per Share
The table below provides the computation for basic and diluted income per share.
Three Months Ended
June 30, Six Months Ended
June 30,
2025 2024 2025 2024
(Thousands, except per share amounts)
Net income attributable to EQT Corporation – Basic income available to shareholders $ 784,147 $ 9,517 $ 1,026,286 $ 113,005
Add back: Interest expense on Convertible Notes, net of tax — — — 114
Diluted income available to shareholders $ 784,147 $ 9,517 $ 1,026,286 $ 113,119
Weighted average common stock outstanding – Basic 599,221 441,968 598,574 440,714
Options, restricted stock, performance awards and stock appreciation rights 3,703 2,953 4,322 3,438
Convertible Notes — — — 741
Weighted average common stock outstanding – Diluted 602,924 444,921 602,896 444,893
Income per share of common stock attributable to EQT Corporation:
Basic $ 1.31 $ 0.02 $ 1.71 $ 0.26
Diluted $ 1.30 $ 0.02 $ 1.70 $ 0.25
11. Acquisitions
Olympus Energy Acquisition.
On July 1, 2025, the Company completed its acquisition (the Olympus Energy Acquisition) of certain oil and gas properties and related upstream and midstream assets, including approximately 90,000 net acres with approximately 500 MMcf per day of net production, from Olympus Energy LLC, Hyperion Midstream LLC and Bow & Arrow Land Company LLC (collectively, Olympus Energy) pursuant to that certain Purchase and Sale Agreement, dated April 22, 2025 (the Olympus Energy Purchase Agreement), by and among EQT, a wholly-owned subsidiary of EQT and Olympus Energy.
As set forth in the Olympus Energy Purchase Agreement, the purchase price for the Olympus Energy Acquisition consisted of 26,031,237 shares of EQT common stock and $ 500 million in cash, in each case subject to customary purchase price adjustments. The Company funded the cash consideration with cash on hand and borrowings under EQT's revolving credit facility, and the Company issued 25,229,166 shares of EQT common stock, as adjusted in accordance with closing purchase price adjustments, to Olympus Energy and its designees at closing. In connection with its entry into the Olympus Energy Purchase Agreement, EQT deposited $ 90 million of cash into an escrow account, a portion of which was released to Olympus Energy as closing cash consideration. The Olympus Energy Purchase Agreement has an economic effective date of March 31, 2025.
The Company expects to account for the Olympus Energy Acquisition as a business combination using the acquisition method. Certain information necessary to complete a preliminary purchase price allocation is not yet available, including, but not limited to, appraisal estimates of assets acquired and liabilities assumed.
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Notes to the Condensed Consolidated Financial Statements (Unaudited)
Equitrans Midstream Merger
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. 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.
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Notes to the Condensed Consolidated Financial Statements (Unaudited)
Allocation of Purchase Price . The Equitrans Midstream Merger was accounted for as a business combination using the acquisition method. The Company completed the purchase price allocation for the Equitrans Midstream Merger during the second quarter of 2025. The table below summarizes the final 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. During the six months ended June 30, 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.
Purchase Price Allocation
(Thousands)
Consideration:
Equity $ 5,548,608
Cash (paid in lieu of fractional shares) 29
Redemption of Equitrans Midstream preferred stock 685,337
Settlement of pre-existing relationships ( 239,741 )
Total consideration $ 5,994,233
Fair value of assets acquired:
Cash and cash equivalents $ 58,767
Accounts receivable, net 82,072
Income tax receivable 2,142
Prepaid expenses and other 22,048
Property, plant and equipment 9,379,999
Investments in unconsolidated entities 3,349,184
Net intangible assets 200,000
Other assets 249,846
Noncontrolling interest in consolidated subsidiaries ( 163,241 )
Amount attributable to assets acquired $ 13,180,817
Fair value of liabilities assumed:
Current portion of debt $ 699,837
Accounts payable 65,006
Accrued interest 47,996
Other current liabilities 70,951
Revolving credit facility borrowings 1,035,000
Senior notes 6,273,941
Deferred income taxes 904,044
Asset retirement obligations and other liabilities 152,271
Amount attributable to liabilities assumed $ 9,249,046
Goodwill $ 2,062,462
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Notes to the Condensed Consolidated Financial Statements (Unaudited)
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 $ 1,232 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 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.
See Note 5 for a description of the fair value hierarchy.
NEPA Gathering System Acquisition
In 2021, the Company acquired a 50 % interest in and became the operator of certain gathering assets located in Northeast Pennsylvania (collectively, the NEPA Gathering System).
On April 11, 2024, the Company completed its acquisition of a minority equity partner's 33.75 % interest in the NEPA Gathering System for a purchase price of approximately $ 205 million (the NEPA Gathering System Acquisition), subject to customary post-closing purchase price 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.
12. First NEPA Non-Operated Asset Divestiture
On May 31, 2024, the Company completed the divestiture (the First NEPA Non-Operated Asset Divestiture) of an undivided 40 % interest in the Company's non-operated natural gas assets in northeast Pennsylvania to Equinor USA Onshore Properties Inc. and its affiliates (collectively, the Equinor Parties). 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.
As a result of the First NEPA Non-Operated Asset Divestiture, the Company recognized a gain of approximately $ 320 million in loss (gain) on sale/exchange of long-lived assets in the Statements of Condensed Consolidated Operations for the three and six months ended June 30, 2024. Cash proceeds from the First NEPA Non-Operated Asset Divestiture were used to partly fund the Company's redemption of EQT's 6.125 % senior notes.
13. Commitments and Contingencies
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 that a liability has been incurred but the amount of the loss cannot be reasonably estimated, or (ii) it is less than probable but reasonably possible that a liability has been incurred, then the Company may be required to disclose the matter in its Annual Report on Form 10-K with any update thereto in an applicable Quarterly Report on Form 10-Q, although the Company is not permitted to accrue for such loss.
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Notes to the Condensed Consolidated Financial Statements (Unaudited)
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 or referenced 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 common 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, and the majority of them have been stayed pending a ruling on dispositive motions in the Securities Class Action. The settlement of the Securities Class Action referred to below does not resolve these matters.
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 June 2024 Mediation), which did not result in resolution. In the second quarter of 2024, the Company recorded an accrual for estimated loss contingencies related to the Securities Class Action in an amount equal to the settlement offer the Company tendered at the June 2024 Mediation of $ 17.5 million.
Following the June 2024 Mediation, the parties filed various motions, including motions for summary judgement and motions to exclude expert testimony. While these motions remained pending, on May 12, 2025, the parties to the Securities Class Action participated in a second mediation, at which it was agreed that the Company would pay $ 167.5 million to the plaintiffs to settle the Securities Class Action. The settlement does not constitute an admission of wrongdoing or liability by the Company or the other defendants, who have agreed to the settlement to avoid further protracted and expensive litigation. As a result of such settlement, which remains subject to court approval, in the second quarter of 2025, the Company recorded an increase to its accrual for estimated loss contingencies related to the Securities Class Action of $ 150 million, resulting in a total reserve of $ 167.5 million, which reflects the settlement agreed upon at the May 12, 2025 mediation and is presented in other current liabilities in the Condensed Consolidated Balance Sheet as of June 30, 2025. The Company expects to recover approximately $ 16 million of the estimated loss amount through insurance.
See Note 15 to the Consolidated Financial Statements in the Company's Annual Report on Form 10-K for the year ended December 31, 2024 for additional discussion of the Company's commitments and contingencies, including certain other pending legal and regulatory proceedings and other contingent matters. As of June 30, 2025, except as disclosed herein, there have been no material changes to such matters disclose therein.
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Management's Discussion and Analysis of Financial Condition and Results of Operations
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.