Item 1. Financial Statements

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Item 1. Financial Statements

EQT CORPORATION AND SUBSIDIARIES

STATEMENTS OF CONDENSED CONSOLIDATED OPERATIONS (UNAUDITED)


	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022

	(Thousands, except per share amounts)
Operating revenues:
Sales of natural gas, natural gas liquids and oil	$	1,001,883	$	3,694,194	$	3,680,566	$	9,546,029
Gain (loss) on derivatives	177,906		(1,627,296)		1,167,144		(5,550,028)
Net marketing services and other	6,313		2,565		18,214		21,860
Total operating revenues	1,186,102		2,069,463		4,865,924		4,017,861
Operating expenses:
Transportation and processing	554,788		541,092		1,592,934		1,596,900
Production	67,093		81,785		170,071		235,353
Exploration	447		357		2,602		2,870
Selling, general and administrative	56,942		67,231		168,999		195,603
Depreciation and depletion	446,886		418,695		1,230,255		1,269,936
Loss (gain) on sale/exchange of long-lived assets	1,511		(265)		17,814		(2,455)
Impairment of contract asset	—		—		—		184,945
Impairment and expiration of leases	6,419		20,497		22,290		97,536
Other operating expenses	36,209		15,485		69,265		38,952
Total operating expenses	1,170,295		1,144,877		3,274,230		3,619,640
Operating income	15,807		924,586		1,591,694		398,221
Loss (income) from investments	546		(2,877)		(5,310)		14,331
Dividend and other income	(132)		(157)		(869)		(11,066)
Loss (gain) on debt extinguishment	1,089		27,814		(55)		139,085
Interest expense, net	60,427		60,138		146,856		194,025
(Loss) income before income taxes	(46,123)		839,668		1,451,072		61,846
Income tax (benefit) expense	(126,853)		152,206		217,975		(5,257)
Net income	80,730		687,462		1,233,097		67,103
Less: Net (loss) income attributable to noncontrolling interests	(525)		3,792		(80)		8,120
Net income attributable to EQT Corporation	$	81,255	$	683,670	$	1,233,177	$	58,983

Income per share of common stock attributable to EQT Corporation:
Basic:
Weighted average common stock outstanding	383,359		369,987		368,936		371,308
Net income attributable to EQT Corporation	$	0.21	$	1.85	$	3.34	$	0.16
Diluted (Note 7):
Weighted average common stock outstanding	416,190		403,889		401,859		377,028
Net income attributable to EQT Corporation	$	0.20	$	1.69	$	3.08	$	0.16

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

EQT CORPORATION AND SUBSIDIARIES

STATEMENTS OF CONDENSED CONSOLIDATED COMPREHENSIVE INCOME (UNAUDITED)


	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022

	(Thousands)
Net income	$	80,730	$	687,462	$	1,233,097	$	67,103
Other comprehensive income, net of tax:
Other postretirement benefits liability adjustment, net of tax expense: $15, $20, $44 and $61	57		63		270		190
Comprehensive income	80,787		687,525		1,233,367		67,293
Less: Comprehensive (loss) income attributable to noncontrolling interests	(525)		3,792		(80)		8,120
Comprehensive income attributable to EQT Corporation	$	81,312	$	683,733	$	1,233,447	$	59,173

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

EQT CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)


	September 30, 2023		December 31, 2022

	(Thousands)
ASSETS
Current assets:
Cash and cash equivalents	$	64,750	$	1,458,644
Accounts receivable (less provision for doubtful accounts: $235 and $605)	559,348		1,608,089
Derivative instruments, at fair value	577,926		812,371
Prepaid expenses and other	45,214		135,337
Total current assets	1,247,238		4,014,441

Property, plant and equipment	33,313,666		27,393,919
Less: Accumulated depreciation and depletion	10,391,586		9,226,586
Net property, plant and equipment	22,922,080		18,167,333

Other assets	385,670		488,152
Total assets	$	24,554,988	$	22,669,926

LIABILITIES AND EQUITY
Current liabilities:
Current portion of debt	$	414,592	$	422,632
Accounts payable	1,159,743		1,574,610
Derivative instruments, at fair value	274,684		1,393,487
Other current liabilities	269,925		341,491
Total current liabilities	2,118,944		3,732,220


Term Loan Facility borrowings	1,243,280		—
Senior notes	4,174,163		5,167,849
Note payable to EQM Midstream Partners, LP	83,831		88,484
Deferred income taxes	1,751,388		1,442,406
Other liabilities and credits	973,825		1,025,639
Total liabilities	10,345,431		11,456,598

Equity:
Common stock, no par value, shares authorized: 640,000, shares issued: 411,311 and 365,363	11,958,441		9,891,890
Retained earnings	2,245,615		1,283,578
Accumulated other comprehensive loss	(2,724)		(2,994)
Total common shareholders' equity	14,201,332		11,172,474
Noncontrolling interest in consolidated subsidiaries	8,225		40,854
Total equity	14,209,557		11,213,328
Total liabilities and equity	$	24,554,988	$	22,669,926

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

EQT CORPORATION AND SUBSIDIARIES

STATEMENTS OF CONDENSED CONSOLIDATED CASH FLOWS (UNAUDITED)


	Nine Months Ended September 30,
	2023		2022

	(Thousands)
Cash flows from operating activities:
Net income	$	1,233,097	$	67,103
Adjustments to reconcile net income to net cash provided by operating activities:
Deferred income tax expense (benefit)	227,701		(14,229)
Depreciation and depletion	1,230,255		1,269,936
Impairment of long-lived assets and loss/gain on sale/exchange of long-lived assets	40,104		280,026
(Income) loss from investments	(5,310)		14,331
(Gain) loss on debt extinguishment	(55)		139,085
Share-based compensation expense	38,179		33,706
Distribution of earnings from equity method investments	18,073		38,750
Amortization, accretion and other	12,022		24,937
(Gain) loss on derivatives	(1,167,144)		5,550,028
Net cash settlements received (paid) on derivatives	625,051		(4,672,998)
Net premiums (paid) received on derivative instruments	(231,343)		13,809
Changes in other assets and liabilities:
Accounts receivable	1,122,843		(507,050)
Accounts payable	(515,879)		343,925
Other current assets	91,946		(27,960)
Other items, net	(165,076)		(151,641)
Net cash provided by operating activities	2,554,464		2,401,758
Cash flows from investing activities:
Capital expenditures	(1,485,898)		(1,047,475)
Cash paid for acquisitions	(2,288,201)		(150,000)
Proceeds from sale/exchange of assets	4,831		5,394
Proceeds from sale of investment shares	—		189,249
Other investing activities	(4,841)		(14,306)
Net cash used in investing activities	(3,774,109)		(1,017,138)
Cash flows from financing activities:
Proceeds from revolving credit facility borrowings	313,000		10,242,000
Repayment of revolving credit facility borrowings	(313,000)		(10,242,000)
Proceeds from Term Loan Facility borrowings	1,250,000		—
Debt issuance costs	(5,336)		(17,852)
Repayment and retirement of debt	(1,014,346)		(833,029)
Discounts received (premiums paid) on debt extinguishment	5,313		(135,248)
Dividends paid	(162,567)		(148,765)


Repurchase and retirement of common stock	(201,029)		(270,345)
Net (distribution to) contribution from noncontrolling interest	(7,322)		4,050
Other financing activities	(38,962)		(9,853)
Net cash used in financing activities	(174,249)		(1,411,042)
Net change in cash and cash equivalents	(1,393,894)		(26,422)
Cash and cash equivalents at beginning of period	1,458,644		113,963
Cash and cash equivalents at end of period	$	64,750	$	87,541

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

See Note 1 for supplemental cash flow information.

EQT CORPORATION AND SUBSIDIARIES

STATEMENTS OF CONDENSED CONSOLIDATED EQUITY (UNAUDITED)


	Common Stock
	Shares	No Par Value		Treasury Stock		(Accumulated Deficit) Retained Earnings		Accumulated Other Comprehensive Loss (a)		Noncontrolling Interest in Consolidated Subsidiaries		Total Equity

	(Thousands, except per share amounts)
Balance at July 1, 2022	369,720	$	9,948,646	$	(2,848)	$	(880,127)	$	(4,484)	$	28,903	$	9,090,090
Comprehensive income, net of tax:
Net income						683,670				3,792		687,462
Other postretirement benefits liability adjustment, net of tax expense: $20								63				63
Dividends ($0.15 per share)						(55,493)						(55,493)
Share-based compensation plans	209	2,292		2,269								4,561
Convertible Notes settlements	1	10										10
Repurchase and retirement of common stock	(1,768)	(27,409)				(47,627)						(75,036)
Distribution to noncontrolling interest										(4,306)		(4,306)
Contribution from noncontrolling interest										11,250		11,250
Balance at September 30, 2022	368,162	$	9,923,539	$	(579)	$	(299,577)	$	(4,421)	$	39,639	$	9,658,601

Balance at July 1, 2023	361,654	$	9,790,855	$	—	$	2,217,698	$	(2,781)	$	39,256	$	12,045,028
Comprehensive income, net of tax:
Net income (loss)						81,255				(525)		80,730
Other postretirement benefits liability adjustment, net of tax expense: $15								57				57
Dividends ($0.15 per share)						(54,249)						(54,249)
Share-based compensation plans	56	14,939										14,939
Convertible Notes settlements	1	16										16

Tug Hill and XcL Midstream Acquisition	49,600	2,152,631										2,152,631
Distribution to noncontrolling interest										(5,279)		(5,279)
Dissolution of consolidated variable interest entity (Note 1)										(25,227)		(25,227)
Other						911						911
Balance at September 30, 2023	411,311	$	11,958,441	$	—	$	2,245,615	$	(2,724)	$	8,225	$	14,209,557

Common shares authorized (in thousands): 640,000. 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.

EQT CORPORATION AND SUBSIDIARIES

STATEMENTS OF CONDENSED CONSOLIDATED EQUITY (UNAUDITED)


	Common Stock
	Shares	No Par Value		Treasury Stock		(Accumulated Deficit) Retained Earnings		Accumulated Other Comprehensive Loss (a)		Noncontrolling Interest in Consolidated Subsidiaries		Total Equity

	(Thousands, except per share amounts)
Balance at January 1, 2022	376,399	$	10,071,820	$	(18,046)	$	(94,400)	$	(4,611)	$	16,236	$	9,970,999
Comprehensive income, net of tax:
Net income						58,983				8,120		67,103
Other postretirement benefits liability adjustment, net of tax expense: $61								190				190
Dividends ($0.40 per share)						(148,765)						(148,765)
Share-based compensation plans	2,061	11,340		17,467								28,807
Convertible Notes settlements	3	48										48
Repurchase and retirement of common stock	(10,301)	(159,669)				(115,395)						(275,064)
Distribution to noncontrolling interest										(7,200)		(7,200)
Contribution from noncontrolling interest										11,250		11,250
Other										11,233		11,233
Balance at September 30, 2022	368,162	$	9,923,539	$	(579)	$	(299,577)	$	(4,421)	$	39,639	$	9,658,601

Balance at January 1, 2023	365,363	$	9,891,890	$	—	$	1,283,578	$	(2,994)	$	40,854	$	11,213,328
Comprehensive income, net of tax:
Net income (loss)						1,233,177				(80)		1,233,097
Other postretirement benefits liability adjustment, net of tax expense: $44								270				270
Dividends ($0.45 per share)						(162,567)						(162,567)
Share-based compensation plans	2,247	5,367										5,367
Convertible Notes settlements	7	98										98
Repurchase and retirement of common stock	(5,906)	(91,545)				(109,484)						(201,029)
Tug Hill and XcL Midstream Acquisition	49,600	2,152,631										2,152,631
Distribution to noncontrolling interest										(11,072)		(11,072)
Contribution from noncontrolling interest										3,750		3,750
Dissolution of consolidated variable interest entity (Note 1)										(25,227)		(25,227)
Other						911						911
Balance at September 30, 2023	411,311	$	11,958,441	$	—	$	2,245,615	$	(2,724)	$	8,225	$	14,209,557

Common shares authorized (in thousands): 640,000. Preferred shares authorized (in thousands): 3,000. There were no preferred shares issued or outstanding.

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

EQT CORPORATION AND SUBSIDIARIES

Notes to the Condensed Consolidated Financial Statements (Unaudited)

1. Financial Statements

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 financial position of EQT Corporation and subsidiaries as of September 30, 2023 and December 31, 2022, the results of its operations and equity for the three and nine month periods ended September 30, 2023 and 2022 and its cash flows for the nine month periods ended September 30, 2023 and 2022. Certain previously reported amounts have been reclassified to conform to the current year presentation. In this Quarterly Report on Form 10-Q, references to "EQT" and "the Company" refer collectively to EQT Corporation and its consolidated subsidiaries unless otherwise noted.

The Condensed Consolidated Balance Sheet at December 31, 2022 has been derived from the audited financial statements at that date. For further information, refer to the Consolidated Financial Statements and accompanying notes in the Company's Annual Report on Form 10-K for the year ended December 31, 2022.

Dissolution of Consolidated Variable Interest Entity. In 2020, the Company entered into a partnership (the Partnership) with a third-party investor (the Investor) to purchase certain mineral rights in the Appalachian Basin. During the three months ended September 30, 2023, the Partnership's assets were distributed pro rata to the Company and the Investor, and the Partnership was dissolved. Prior to its dissolution, the Partnership was accounted for as a consolidated variable interest entity as the Company had the power to direct the activities that most significantly affected the Partnership's economic performance.

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


	Nine Months Ended September 30,
	2023		2022

	(Thousands)
Cash paid during the period for:
Interest, net of amount capitalized	$	145,787	$	208,239
Income taxes, net	13,441		10,529

Non-cash activity during the period for:
Tug Hill and XcL Midstream Acquisition	$	2,152,631	$	—
Increase in right-of-use assets and lease liabilities, net	25,849		1,651
Dissolution of consolidated variable interest entity	25,227		—
Increase in asset retirement costs and obligations	5,216		14,102
Capitalization of non-cash equity share-based compensation	4,587		3,923
Issuance of common stock for Convertible Notes settlement	98		48

2. Revenue from Contracts with Customers

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

EQT CORPORATION AND SUBSIDIARIES

Notes to the Condensed Consolidated Financial Statements (Unaudited)

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.

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.

For contracts with customers where the Company's performance obligations had been satisfied and an unconditional right to consideration existed as of the balance sheet date, the Company recorded amounts due from contracts with customers of $382.2 million and $1,171.9 million in accounts receivable in the Condensed Consolidated Balance Sheets as of September 30, 2023 and December 31, 2022, respectively.

The table below provides disaggregated information on the Company's revenues. Certain other revenue contracts are outside the scope of Accounting Standards Update (ASU) 2014-09, Revenue from Contracts with Customers. These contracts are reported in net marketing services and other in the Statements of Condensed Consolidated Operations. Derivative contracts are also outside the scope of ASU 2014-09.


	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022

	(Thousands)
Revenues from contracts with customers:
Natural gas sales	$	859,512	$	3,543,706	$	3,337,600	$	9,008,226
NGLs sales	108,205		134,636		274,932		475,988
Oil sales	34,166		15,852		68,034		61,815
Total revenues from contracts with customers	$	1,001,883	$	3,694,194	$	3,680,566	$	9,546,029

Other sources of revenue:
Gain (loss) on derivatives	177,906		(1,627,296)		1,167,144		(5,550,028)
Net marketing services and other	6,313		2,565		18,214		21,860
Total operating revenues	$	1,186,102	$	2,069,463	$	4,865,924	$	4,017,861

The following table summarizes the transaction price allocated to the Company's remaining performance obligations on all contracts with fixed consideration as of September 30, 2023. Amounts shown exclude contracts that qualified for the exception to the relative standalone selling price method as of September 30, 2023.


	2023 (a)		2024		Total

	(Thousands)
Natural gas sales	$	1,007	$	469	$	1,476

(a)October 1 through December 31.

3. 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.

EQT CORPORATION AND SUBSIDIARIES

Notes to the Condensed Consolidated Financial Statements (Unaudited)

The derivative commodity instruments used by the Company are primarily swap, collar and option agreements. These agreements may require payments to, or receipt of payments from, counterparties based on the differential between two prices for the commodity. 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 (loss) 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.

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 1,866 billion cubic feet (Bcf) of natural gas and 881 thousand barrels (Mbbl) of NGLs as of September 30, 2023 and 1,424 Bcf of natural gas and 1,483 Mbbl of NGLs as of December 31, 2022. The open positions at both September 30, 2023 and December 31, 2022 had maturities extending through December 2027.

Certain of the Company's OTC derivative instrument contracts provide that, if the Company's credit rating assigned by Moody's Investors Service, Inc. (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 September 30, 2023, the Company's senior notes were rated "Baa3" by Moody's, "BBB–" by S&P and "BBB–" by Fitch.

When the net fair value of any of the Company's OTC derivative instrument contracts represents a liability to the Company that is in excess of the agreed-upon dollar threshold for the Company's then-applicable credit rating, the counterparty has the right to require the Company to remit funds as a margin deposit in an amount equal to the portion of the derivative liability that is in excess of the dollar threshold amount. The Company records these deposits as a current asset in the Condensed Consolidated Balance Sheets. As of September 30, 2023, none of the Company's OTC derivative instruments with credit rating risk-related contingent features were in a net liability position. As of December 31, 2022, the aggregate fair value of the Company's OTC derivative instruments with credit rating risk-related contingent features that were in a net liability position was $347.6 million, for which no deposits were required or recorded in the Condensed Consolidated Balance Sheet.

When the net fair value of any of the Company's OTC derivative instrument contracts represents an asset to the Company that is in excess of the agreed-upon dollar threshold for the counterparty's then-applicable credit rating, the Company has the right to require the counterparty to remit funds as a margin deposit in an amount equal to the portion of the derivative asset that is in excess of the dollar threshold amount. The Company records these deposits as a current liability in the Condensed Consolidated Balance Sheets. As of both September 30, 2023 and December 31, 2022, there were no such deposits recorded in the Condensed Consolidated Balance Sheets.

EQT CORPORATION AND SUBSIDIARIES

Notes to the Condensed Consolidated Financial Statements (Unaudited)

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 September 30, 2023 and December 31, 2022, the Company recorded $14.6 million and $100.6 million, respectively, of such deposits as current assets in the Condensed Consolidated Balance Sheets.

The Company has netting agreements with financial institutions and its brokers that permit net settlement of gross commodity derivative assets against gross commodity derivative liabilities. 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)
September 30, 2023
Asset derivative instruments, at fair value	$	577,926	$	(198,511)	$	—	$	379,415
Liability derivative instruments, at fair value	274,684		(198,511)		(14,570)		61,603

December 31, 2022
Asset derivative instruments, at fair value	$	812,371	$	(756,495)	$	—	$	55,876
Liability derivative instruments, at fair value	1,393,487		(756,495)		(100,623)		536,369

Henry Hub Cash Bonus. The Consolidated GGA (defined in Note 8) executed in connection with the Equitrans Share Exchange (defined in Note 8) provides for cash bonus payments (the Henry Hub Cash Bonus) payable by the Company during the period beginning on the first day of the quarter in which the Mountain Valley Pipeline is placed in service and ending on the earlier of 36 months thereafter or December 31, 2024. Such payments are conditioned upon the quarterly average of the NYMEX Henry Hub natural gas settlement price exceeding certain price thresholds.

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

On June 3, 2023, President Biden signed legislation that raised the United States' debt limit, ratified and approved all permits and authorizations necessary for the construction and initial operation of the Mountain Valley Pipeline and directs the applicable federal officials and agencies to maintain such authorizations. Further, the legislation requires the Secretary of the Army to issue all permits or verifications necessary to complete project construction and allow for the Mountain Valley Pipeline's operation and maintenance. Given the impact of this legislation, the Company reevaluated its probability-weighted assessment of the achievement of an in-service date of the Mountain Valley Pipeline prior to December 31, 2024 and concluded that, as of September 30, 2023, based on the facts and circumstances that existed as of that date, the derivative liability related to the Henry Hub Cash Bonus had a fair value of approximately $54.4 million.

The fair value of the derivative liability related to the Henry Hub Cash Bonus is based on significant inputs that are interpolated from observable market data and, as such, is a Level 2 fair value measurement. See Note 4 for a description of the fair value hierarchy.

EQT CORPORATION AND SUBSIDIARIES

Notes to the Condensed Consolidated Financial Statements (Unaudited)

4. 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 the Company's or 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.

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)
September 30, 2023
Asset derivative instruments, at fair value	$	577,926	$	42,352	$	535,574	$	—
Liability derivative instruments, at fair value	274,684		45,464		229,220		—

December 31, 2022
Asset derivative instruments, at fair value	$	812,371	$	103,028	$	709,343	$	—
Liability derivative instruments, at fair value	1,393,487		154,601		1,238,886		—

The carrying values of cash equivalents, accounts receivable and accounts payable approximate fair value due to their short-term maturities. The carrying value of borrowings under the Company's revolving credit facility and the Term Loan Facility (defined in Note 6) approximates fair value as their interest rates are based on prevailing market rates. The Company considers these fair values to be Level 1 fair value measurements.

The Company has an investment in a fund (the Investment Fund) that invests in companies developing technology and operating solutions for exploration and production companies. The Company values the Investment Fund using, as a practical expedient, the net asset value provided in the financial statements received from fund managers.

EQT CORPORATION AND SUBSIDIARIES

Notes to the Condensed Consolidated Financial Statements (Unaudited)

The Company estimates the fair value of its senior notes using established fair value methodology. Because not all of the Company's senior notes are actively traded, their fair value is a Level 2 fair value measurement. As of September 30, 2023 and December 31, 2022, the Company's senior notes had a fair value of approximately $5.2 billion and $6.1 billion, respectively, and a carrying value of approximately $4.6 billion and $5.6 billion, respectively, inclusive of any current portion. The fair value of the Company's note payable to EQM Midstream Partners, LP (EQM) is estimated using an income approach model with a market-based discount rate and is a Level 3 fair value measurement. As of September 30, 2023 and December 31, 2022, the Company's note payable to EQM had a fair value of approximately $89 million and $96 million, respectively, and a carrying value of approximately $90 million and $94 million, respectively, inclusive of any current portion. See Note 6 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 3 for a discussion of the fair value measurement of the Henry Hub Cash Bonus. See Note 8 for a discussion of the fair value measurement of the contract asset. See Note 9 for a discussion of the fair value measurement of the Tug Hill and XcL Midstream Acquisition (defined in Note 9). See Note 1 to the Consolidated Financial Statements in the Company's Annual Report on Form 10-K for the year ended December 31, 2022 for a discussion of the fair value measurement of the Company's oil and gas properties and other long-lived assets, including impairment and expiration of leases.

5. Income Taxes

For the nine months ended September 30, 2023 and 2022, the Company calculated the provision for income taxes for interim periods by applying an estimate of the annual effective tax rate for the full fiscal year to "ordinary" income or loss (pre-tax income or loss excluding unusual or infrequently occurring items) for the period. There were no material changes to the Company's methodology for determining unrecognized tax benefits during the nine months ended September 30, 2023.

For the nine months ended September 30, 2023 and 2022, the Company recorded income tax expense (benefit) at an effective tax rate of 15.0% and (8.5)%, respectively. The Company's effective tax rate for the nine months ended September 30, 2023 was lower compared to the U.S. federal statutory rate due primarily as a result of the release of valuation allowances limiting certain state deferred tax assets and net state deferred tax benefit related to a rate reduction from a Pennsylvania tax law change enacted on July 8, 2022 and the Tug Hill and XcL Midstream Acquisition. The Company's effective tax rate for the nine months ended September 30, 2022 was lower compared to the U.S. federal statutory rate due primarily to a reduction to deferred state taxes from a Pennsylvania tax law change enacted on July 8, 2022, partly offset by nondeductible repurchase premiums on the Convertible Notes (defined in Note 6).

The Company recognizes a valuation allowance when it is more likely than not that all or a portion of a deferred tax asset (DTA) will not be realized. All available evidence, both positive and negative, is considered when determining the need for a valuation allowance. To determine whether a valuation allowance is required, the Company uses judgement to estimate future taxable income and considers the tax consequences in the jurisdiction where such taxable income is generated as well as evidence including the Company's current financial position, actual and forecasted results of operations, the reversal of deferred tax liabilities and tax planning strategies in addition to the current and forecasted business economics of the oil and gas industry. During the three months ended September 30, 2023, the Company concluded that the positive evidence, including the Company's change in its cumulative income position from loss to income and its forecasted income, more likely than not outweighed the negative evidence regarding the realization of the Company's DTA for certain state tax net operating loss (NOL) carryforwards. As a result, the Company recorded a state deferred tax benefit of $101 million related to its valuation allowance for its state NOL carryforwards in the Statement of Condensed Consolidated Operations for the three months ended September 30, 2023.

The Company has retained a valuation allowance related to its NOLs for certain entities and jurisdictions in which it is more likely than not that the benefit from the related DTA will not be realized as well as a valuation allowance against the portion of its federal and state DTAs, such as capital losses, which may expire before being fully utilized due to the limitation to offset only capital gains.

EQT CORPORATION AND SUBSIDIARIES

Notes to the Condensed Consolidated Financial Statements (Unaudited)

6. Debt

The table below summarizes the Company's outstanding debt.


	September 30, 2023				December 31, 2022
	Principal Value		Carrying Value (a)		Principal Value		Carrying Value (a)

	(Thousands)

Term Loan Facility due June 30, 2025 (b)	$	1,250,000	$	1,243,280	$	—	$	—
Senior notes:
7.42% series B notes due 2023	—		—		10,000		10,000
6.125% notes due February 1, 2025 (b)	601,521		600,128		911,467		908,168
5.678% notes due October 1, 2025	—		—		500,000		496,578
1.75% convertible notes due May 1, 2026	414,732		408,450		414,832		406,796
3.125% notes due May 15, 2026	392,915		389,674		440,857		436,198
7.75% debentures due July 15, 2026	115,000		113,591		115,000		113,218
3.90% notes due October 1, 2027	1,169,503		1,165,167		1,233,008		1,227,582
5.700% notes due April 1, 2028	500,000		489,810		500,000		493,941
5.00% notes due January 15, 2029	318,494		314,956		327,101		322,956
7.000% notes due February 1, 2030 (b)	674,800		670,865		714,800		710,138
3.625% notes due May 15, 2031	435,165		429,972		465,165		459,070
Note payable to EQM	89,973		89,973		94,320		94,320
Total debt	5,962,103		5,915,866		5,726,550		5,678,965
Less: Current portion of debt (c)	420,874		414,592		430,668		422,632
Long-term debt	$	5,541,229	$	5,501,274	$	5,295,882	$	5,256,333

(a)For the note payable to EQM, the principal value represents the carrying value. For all other debt, the principal value less the unamortized debt issuance costs and debt discounts represents the carrying value.

(b)Interest rates for the Term Loan Facility, the 6.125% senior notes and the 7.000% senior notes fluctuate based on changes to the credit ratings assigned to the Company's senior notes by Moody's, S&P and Fitch. Interest rates on the Company's other outstanding debt do not fluctuate.

(c)As of September 30, 2023, the current portion of debt included the 1.75% convertible notes and a portion of the note payable to EQM. As of December 31, 2022, the current portion of debt included the 7.42% series B notes, the 1.75% convertible notes and a portion of the note payable to EQM.

Debt Repayments. The Company redeemed or repurchased the following debt during the nine months ended September 30, 2023.


Debt Tranche	Principal		Premiums/(Discounts) (a)		Accrued but Unpaid Interest		Total Cost

	(Thousands)
6.125% notes due February 1, 2025	$	309,946	$	1,832	$	6,801	$	318,579
5.678% notes due October 1, 2025	500,000		—		6,940		506,940

3.125% notes due May 15, 2026	47,942		(3,042)		296		45,196
3.90% notes due October 1, 2027	63,505		(3,534)		781		60,752

5.00% notes due January 15, 2029	8,607		(309)		137		8,435
7.000% notes due February 1, 2030	40,000		2,736		1,313		44,049
3.625% notes due May 15, 2031	30,000		(4,011)		167		26,156
Total	$	1,000,000	$	(6,328)	$	16,435	$	1,010,107

(a)Includes third-party costs and fees paid to dealer managers and brokers.

EQT CORPORATION AND SUBSIDIARIES

Notes to the Condensed Consolidated Financial Statements (Unaudited)

Revolving Credit Facility. The Company has a $2.5 billion revolving credit facility that matures in June 2027.

As of September 30, 2023 and December 31, 2022, the Company had approximately $15 million and $25 million, respectively, of letters of credit outstanding under its revolving credit facility.

During the three months ended September 30, 2023 and 2022, under the Company's revolving credit facility, the maximum amount of outstanding borrowings was $158 million and $1,216 million, respectively, the average daily balance was approximately $28 million and $717 million, respectively, and interest was incurred at a weighted average annual interest rate of 6.9% and 3.8%, respectively. During the nine months ended September 30, 2023 and 2022, under the Company's revolving credit facility, the maximum amount of outstanding borrowings was $158 million and $1,300 million, respectively, the average daily balance was approximately $9 million and $624 million, respectively, and interest was incurred at a weighted average annual interest rate of 6.9% and 2.8%, respectively.

Term Loan Facility. On November 9, 2022, the Company entered into a Credit Agreement with PNC Bank, National Association, as administrative agent, and the other lenders party thereto (as amended, the Term Loan Agreement), under which such lenders agreed to make to the Company unsecured term loans in a single draw in an aggregate principal amount of up to $1.25 billion (the Term Loan Facility) to partly fund the Tug Hill and XcL Midstream Acquisition. On August 21, 2023, the Company borrowed $1.25 billion under the Term Loan Facility, receiving proceeds, net of $7.1 million of debt issuance costs, of $1,242.9 million.

At the Company's election, the $1.25 billion of borrowings under the Term Loan Facility bear interest at a Term SOFR Rate plus the SOFR Adjustment or Base Rate (all terms defined in the Term Loan Agreement), each plus a margin based on the Company's credit ratings. The Company may voluntarily prepay, in whole or in part, borrowings under the Term Loan Facility without premium or penalty but subject to reimbursement of funding losses with respect to prepayment of loans that bear interest based on the Term SOFR Rate. Borrowings under the Term Loan Facility that are repaid may not be re-borrowed. During the period from August 21, 2023 through September 30, 2023, under the Term Loan Facility, interest was incurred at a weighted average annual interest rate of 7.0%.

The Term Loan Agreement contains certain representations and warranties and various affirmative and negative covenants and events of default, including (i) a restriction on the ability of the Company and certain of its subsidiaries to incur or permit liens on assets, subject to certain significant exceptions, (ii) a restriction on the ability of certain of the Company's subsidiaries to incur debt, subject to certain significant exceptions, (iii) the establishment of a maximum consolidated debt-to-total capital ratio of the Company and its subsidiaries of 65%, (iv) a limitation on certain changes to the Company's business and (v) certain restrictions related to mergers and sales of all or substantially all of the Company's assets. As of September 30, 2023, the Company was in compliance with these covenants.

5.700% Senior Notes. On October 4, 2022, the Company issued its 5.700% senior notes to partly fund the Tug Hill and XcL Midstream Acquisition. On May 10, 2023, following the receipt of the requisite consents of holders of a majority of the aggregate principal amount of the Company's 5.700% senior notes, the Company amended the mandatory redemption provision of the indenture governing the Company's outstanding 5.700% senior notes. Under the terms set forth in the consent solicitation statement, the Company paid consent fees of $5.3 million in the aggregate to holders of outstanding 5.700% senior notes who delivered valid consents.

EQT CORPORATION AND SUBSIDIARIES

Notes to the Condensed Consolidated Financial Statements (Unaudited)

Convertible Notes. In April 2020, the Company issued $500 million aggregate principal amount of 1.75% convertible senior notes (the Convertible Notes) due May 1, 2026 unless earlier redeemed, repurchased or converted.

Holders of the Convertible Notes may convert their Convertible Notes at their option at any time prior to the close of business on January 30, 2026 under the following circumstances:

during any quarter as long as the last reported price of EQT Corporation common stock for at least 20 trading days (consecutive or otherwise) during the period of 30 consecutive trading days ending on the last trading day of the immediately preceding quarter is greater than or equal to 130% of the conversion price on each such trading day (the Sale Price Condition);
during the five-business-day period after any five-consecutive-trading-day period (the measurement period) in which the trading price per $1,000 principal amount of the Convertible Notes for each trading day of the measurement period is less than 98% of the product of the last reported price of EQT Corporation common stock and the conversion rate for the Convertible Notes on each such trading day;
if the Company calls any or all of the Convertible Notes for redemption at any time prior to the close of business on the second scheduled trading day immediately preceding such redemption date; and
upon the occurrence of certain corporate events set forth in the Convertible Notes indenture.

On or after February 1, 2026, holders of the Convertible Notes may convert their Convertible Notes at their option at any time until the close of business on the second scheduled trading date immediately preceding May 1, 2026.

The Company was not permitted to redeem the Convertible Notes prior to May 5, 2023. On or after May 5, 2023 and prior to February 1, 2026, the Company may redeem for cash all or any portion of the Convertible Notes at its option at a redemption price equal to 100% of the principal amount of the Convertible Notes to be redeemed plus accrued and unpaid interest up to the redemption date as long as the last reported price per share of EQT Corporation common stock has been at least 130% of the conversion price in effect for at least 20 trading days (consecutive or otherwise) during any 30-consecutive-trading-day period ending on the trading day immediately preceding the date on which the Company delivers notice of redemption. A sinking fund is not provided for the Convertible Notes.

The table below summarizes adjustments made to the conversion rate for the Convertible Notes as a result of cash dividends paid by the Company on EQT Corporation common stock during the nine months ended September 30, 2023. Future cash dividends paid by the Company will result in further adjustments to the conversion rate.


Dividend Paid	Effective Date of Adjustment to Conversion Rate	Conversion Shares of EQT Corporation Common Stock per $1,000 Principal Amount
First Quarter of 2023	February 17, 2023	68.0740
Second Quarter of 2023	May 9, 2023	68.3917
Third Quarter of 2023	August 8, 2023	68.6360

The conversion rate is also subject to adjustment under certain other circumstances. In addition, following certain corporate events that occur prior to May 1, 2026 or if the Company delivers a notice of redemption, the Company will, in certain circumstances, increase the conversion rate for a holder who elects to convert its Convertible Notes in connection with such corporate event or notice of redemption.

The Sale Price Condition for conversion of the Convertible Notes was satisfied as of September 30, 2023, and, accordingly, the Convertible Notes indenture permits holders of the Convertible Notes to convert any of their Convertible Notes at their option at any time during the fourth quarter of 2023, subject to the terms and conditions set forth in the Convertible Notes indenture. In addition, the Sales Price Condition for conversion of the Convertible Notes was satisfied as of December 31, 2022, and, accordingly, the Convertible Notes indenture permitted holders of the Convertible Notes to convert any of their Convertible Notes at their option at any time during the first quarter of 2023, subject to the terms and conditions set forth in the Convertible Notes indenture. Therefore, as of September 30, 2023 and December 31, 2022, the net carrying value of the Convertible Notes was included in current portion of debt in the Condensed Consolidated Balance Sheets.

EQT CORPORATION AND SUBSIDIARIES

Notes to the Condensed Consolidated Financial Statements (Unaudited)

The table below summarizes settlements of Convertible Notes conversion right exercises for the nine months ended September 30, 2023. The Company elected to settle all such conversions by issuing shares of EQT Corporation common stock to the converting holders. Convertible Notes conversion right exercises are accrued in the period received.


Settlement Month	Principal Converted		Shares Issued	Average Conversion Price

	(Thousands)
January 2023	$	7	473	$	33.70
February 2023	8		541	30.77
March 2023	6		408	31.46
April 2023	58		3,948	32.01
June 2023	4		272	39.06
July 2023	10		682	40.92
September 2023	6		411	42.35

Upon conversion of the remaining outstanding Convertible Notes, the Company may satisfy its conversion obligation by paying and/or delivering at the Company's election, in the manner and subject to the terms and conditions provided in the Convertible Notes indenture, cash, shares of EQT Corporation common stock or a combination thereof. The Company intends to use a combined settlement approach to satisfy its obligation by paying or delivering to holders of the Convertible Notes cash equal to the principal amount of the obligation and EQT Corporation common stock for amounts that exceed the principal amount of the obligation.

In connection with the Convertible Notes offering, the Company entered into privately negotiated capped call transactions (the Capped Call Transactions), the purpose of which is to reduce the potential dilution to EQT Corporation common stock upon conversion of the Convertible Notes and/or offset any cash payments the Company is required to make in excess of the principal amount of such obligation, with such reduction and offset subject to a cap. The Capped Call Transactions have an initial strike price of $15.00 per share of EQT Corporation common stock and an initial capped price of $18.75 per share of EQT Corporation common stock, each of which are subject to certain customary adjustments, including adjustments as a result of EQT Corporation paying a dividend on its common stock.

Based on the closing stock price of EQT Corporation common stock of $40.58 on September 29, 2023 and excluding the impact of the Capped Call Transactions, the if-converted value of the Convertible Notes exceeded the principal amount by $740 million.

The table below summarizes the net carrying value and fair value of the Convertible Notes.


	September 30, 2023		December 31, 2022

	(Thousands)
Principal	$	414,732	$	414,832
Less: Unamortized debt issuance costs	6,282		8,036
Net carrying value of Convertible Notes	$	408,450	$	406,796

Fair value of Convertible Notes (a)	$	1,155,337	$	967,728

(a)The fair value is a Level 2 fair value measurement. See Note 4.

EQT CORPORATION AND SUBSIDIARIES

Notes to the Condensed Consolidated Financial Statements (Unaudited)

The table below summarizes the components of interest expense related to the Convertible Notes. The effective interest rate for the Convertible Notes is 2.4%.


	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022

	(Thousands)
Contractual interest expense	$	1,814	$	1,821	$	5,443	$	6,191
Amortization of issuance costs	588		574		1,752		1,945
Total Convertible Notes interest expense	$	2,402	$	2,395	$	7,195	$	8,136

7. Income Per Share

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


	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022

	(Thousands, except per share amounts)
Net income attributable to EQT Corporation – Basic income available to shareholders	$	81,255	$	683,670	$	1,233,177	$	58,983
Add back: Interest expense on Convertible Notes, net of tax (a)	2,042		921		6,117		—
Diluted income available to shareholders	$	83,297	$	684,591	$	1,239,294	$	58,983

Weighted average common stock outstanding – Basic	383,359		369,987		368,936		371,308
Options, restricted stock, performance awards and stock appreciation rights	4,398		5,880		4,606		5,720
Convertible Notes (a)	28,433		28,022		28,317		—
Weighted average common stock outstanding – Diluted	416,190		403,889		401,859		377,028

Income per share of common stock attributable to EQT Corporation:
Basic	$	0.21	$	1.85	$	3.34	$	0.16
Diluted	$	0.20	$	1.69	$	3.08	$	0.16

(a)The Company uses the if-converted method to calculate the impact of the Convertible Notes on diluted income per share. For the nine months ended September 30, 2022, such if-converted securities of approximately 31.6 million as well as the related add back of interest expense on the Convertible Notes, net of tax, of $6.1 million were excluded from potentially dilutive securities because of their anti-dilutive effect on income per share.

8. Impairment of Contract Asset

During the first quarter of 2020, the Company sold to Equitrans Midstream Corporation (Equitrans Midstream) approximately 50% of the Company's then-owned equity interest in Equitrans Midstream in exchange for a combination of cash and rate relief under certain of the Company's gathering contracts with an affiliate of Equitrans Midstream (the Equitrans Share Exchange). The rate relief was effected through the execution of a consolidated gas gathering and compression agreement entered into between the Company and an affiliate of Equitrans Midstream (the Consolidated GGA). On the closing date of the Equitrans Share Exchange, the Company recorded in the Condensed Consolidated Balance Sheet a contract asset of $410 million representing the estimated fair value of the rate relief inclusive of the Cash Payment Option (defined below).

EQT CORPORATION AND SUBSIDIARIES

Notes to the Condensed Consolidated Financial Statements (Unaudited)

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

During 2022, the Company identified indicators that the carrying value of the contract asset may not be fully recoverable, including increased uncertainty of the estimated timing of completion of the Mountain Valley Pipeline due to court rulings and public statements from Equitrans Midstream with respect to its completion. As a result of the Company's impairment evaluation, the Company recognized impairment of the contract asset during the first quarter of 2022 of $184.9 million in the Statement of Condensed Consolidated Operations. During the fourth quarter of 2022, the Company recognized additional impairment of the contract asset of $29.3 million in the Statement of Condensed Consolidated Operations. As of December 31, 2022, the previously recognized impairments plus the election of the Cash Payment Option reduced the carrying value of the contract asset to zero.

The fair value of the contract asset was based on significant inputs that are not observable in the market and, as such, is a Level 3 fair value measurement. See Note 4 for a description of the fair value hierarchy. Key assumptions used in the fair value calculation included the following: (i) a probability-weighted estimate of the in-service date of the Mountain Valley Pipeline; (ii) an estimate of the potential exercise and timing of the Cash Payment Option; (iii) an estimated production volume forecast and (iv) a market-based weighted average cost of capital.

9. Tug Hill and XcL Midstream Acquisition

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

The purchase price for the Tug Hill and XcL Midstream Acquisition consisted of 49,599,796 shares of EQT Corporation common stock and approximately $2.4 billion in cash, subject to customary post-closing adjustments. The Company funded the cash portion of the consideration with $1.25 billion of borrowings under its Term Loan Facility, $1.0 billion of cash on hand and the $150 million cash deposit previously placed in escrow. The Purchase Agreement has an economic effective date of July 1, 2022.

As a result of the Tug Hill and XcL Midstream Acquisition, the Company acquired approximately 90,000 net West Virginia acres, approximately 800 million cubic feet of natural gas equivalents (MMcfe) per day of current net production, approximately 145 miles of midstream gathering pipeline, compression and gas processing assets and approximately 55 miles of connected water infrastructure with four centralized storage facilities.

EQT CORPORATION AND SUBSIDIARIES

Notes to the Condensed Consolidated Financial Statements (Unaudited)

Allocation of Purchase Price. The Tug Hill and XcL Midstream Acquisition was accounted for as a business combination using the acquisition method. The table below summarizes the preliminary purchase price and estimated fair values of assets acquired and liabilities assumed as of August 22, 2023. Certain information necessary to complete the purchase price allocation is not yet available, including, but not limited to, final appraisals of assets acquired and liabilities assumed. The Company expects to complete the purchase price allocation once it has received all necessary information, at which time the value of the assets acquired and liabilities assumed will be revised if necessary.


	Preliminary Purchase Price Allocation

	(Thousands)
Consideration:
Equity	$	2,152,631
Cash	2,403,301
Settlement of pre-existing relationships	(31,754)
Total consideration	$	4,524,178

Fair value of assets acquired:
Cash and cash equivalents	$	100
Accounts receivable, net	75,961
Derivative instruments, at fair value	162,455
Prepaid expenses and other	1,825
Property, plant and equipment	4,555,311
Other assets	5,921
Total amount attributable to assets acquired	$	4,801,573

Fair value of liabilities assumed:
Accounts payable	$	162,668
Other current liabilities	47,399
Other liabilities and credits	67,328
Total amount attributable to liabilities assumed	$	277,395

The fair value of the acquired developed natural gas and oil properties was measured using discounted cash flow valuation techniques based on inputs that are not observable in the market and, as such, are considered Level 3 fair value measurements. Significant inputs include future commodity prices, projections of estimated quantities of reserves, estimated future rates of production, projected reserve recovery factors, timing and amount of future development and operating costs and a weighted average cost of capital.

The fair value of the acquired undeveloped properties was primarily measured using discounted cash flow valuation techniques based on inputs that are not observable in the market and, as such, are considered Level 3 fair value measurements. Significant inputs include timing and amount of future development from a market participant perspective.

The fair value of the acquired midstream and water infrastructure assets was measured primarily using the cost approach based on inputs that are not observable in the market and, as such, are considered Level 3 fair value measurements. Significant inputs include replacement costs for similar assets, relative age of the acquired assets and any potential economic or functional obsolescence associated with the acquired assets.

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

EQT CORPORATION AND SUBSIDIARIES

Notes to the Condensed Consolidated Financial Statements (Unaudited)

Post-Acquisition Operating Results. The table below summarizes amounts contributed by the upstream, gathering and processing assets acquired in the Tug Hill and XcL Midstream Acquisition to the Company's consolidated results for the period from August 22, 2023 through September 30, 2023.


	August 22, 2023 through September 30, 2023

	(Thousands)
Sales of natural gas, NGLs and oil	$	64,541
Loss on derivatives	(6,126)
Net marketing services and other	299
Total operating revenues	$	58,714

Net loss	$	(26,612)

Unaudited Pro Forma Information. The table below summarizes the Company's results as though the Tug Hill and XcL Midstream Acquisition had been completed on January 1, 2022. Certain of the Upstream Seller's and Midstream Seller's historical amounts were reclassified to conform to the Company's financial presentation of operations. Such unaudited pro forma information is provided for informational purposes only and does not represent what consolidated results of operations would have been had the Tug Hill and XcL Midstream Acquisition occurred on January 1, 2022 nor are they indicative of future consolidated results of operations.


	Nine Months Ended September 30,
	2023		2022

	(Thousands, except per share amounts)
Pro forma sales of natural gas, NGLs and oil	$	4,145,295	$	10,899,338
Pro forma gain (loss) on derivatives	1,324,773		(5,535,540)
Pro forma net marketing services and other	20,720		31,034
Pro forma total operating revenues	$	5,490,788	$	5,394,832

Pro forma net income	$	1,410,143	$	646,609
Less: Pro forma net (loss) income attributable to noncontrolling interests	(80)		8,120
Pro forma net income attributable to EQT Corporation	$	1,410,223	$	638,489

Pro forma income per share of common stock attributable to EQT Corporation:
Pro forma net income attributable to EQT Corporation – Basic	$	3.82	$	1.72
Pro forma net income attributable to EQT Corporation – Diluted	$	3.52	$	1.69

EQT CORPORATION AND SUBSIDIARIES

Management's Discussion and Analysis of Financial Condition and Results of Operations

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