filings.toolsItem 1. Financial Statements
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Item 1. Financial Statements
EQT CORPORATION AND SUBSIDIARIES
STATEMENTS OF CONDENSED CONSOLIDATED OPERATIONS (UNAUDITED)
| Three Months Ended March 31, | |||||||||||||||||||||||
| 2025 | 2024 | ||||||||||||||||||||||
| (Thousands, except per share amounts) | |||||||||||||||||||||||
| Operating revenues: | |||||||||||||||||||||||
| Sales of natural gas, natural gas liquids and oil | $ | 2,244,727 | $ | 1,303,905 | |||||||||||||||||||
| (Loss) gain on derivatives | (678,919) | 106,511 | |||||||||||||||||||||
| Pipeline, net marketing services and other | 174,042 | 1,852 | |||||||||||||||||||||
| Total operating revenues | 1,739,850 | 1,412,268 | |||||||||||||||||||||
| Operating expenses: | |||||||||||||||||||||||
| Transportation and processing | 378,209 | 545,181 | |||||||||||||||||||||
| Production | 88,438 | 90,649 | |||||||||||||||||||||
| Operating and maintenance | 47,297 | 11,670 | |||||||||||||||||||||
| Exploration | 1,051 | 916 | |||||||||||||||||||||
| Selling, general and administrative | 91,464 | 73,053 | |||||||||||||||||||||
| Depreciation, depletion and amortization | 620,775 | 486,750 | |||||||||||||||||||||
| Loss on sale/exchange of long-lived assets | 231 | 147 | |||||||||||||||||||||
| Impairment and expiration of leases | 2,661 | 9,209 | |||||||||||||||||||||
| Other operating expenses | 13,474 | 11,973 | |||||||||||||||||||||
| Total operating expenses | 1,243,600 | 1,229,548 | |||||||||||||||||||||
| Operating income | 496,250 | 182,720 | |||||||||||||||||||||
| Income from investments | (26,462) | (2,260) | |||||||||||||||||||||
| Other income | (623) | (205) | |||||||||||||||||||||
| Loss on debt extinguishment | 11,680 | 3,449 | |||||||||||||||||||||
| Interest expense, net | 117,569 | 54,371 | |||||||||||||||||||||
| Income before income taxes | 394,086 | 127,365 | |||||||||||||||||||||
| Income tax expense | 78,668 | 24,302 | |||||||||||||||||||||
| Net income | 315,418 | 103,063 | |||||||||||||||||||||
| Less: Net income (loss) attributable to noncontrolling interests | 73,279 | (425) | |||||||||||||||||||||
| Net income attributable to EQT Corporation | $ | 242,139 | $ | 103,488 | |||||||||||||||||||
| Income per share of common stock attributable to EQT Corporation: | |||||||||||||||||||||||
| Basic: | |||||||||||||||||||||||
| Weighted average common stock outstanding | 597,976 | 439,459 | |||||||||||||||||||||
| Net income attributable to EQT Corporation | $ | 0.40 | $ | 0.24 | |||||||||||||||||||
| Diluted (Note 10): | |||||||||||||||||||||||
| Weighted average common stock outstanding | 602,838 | 444,967 | |||||||||||||||||||||
| Net income attributable to EQT Corporation | $ | 0.40 | $ | 0.23 |
The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.
EQT CORPORATION AND SUBSIDIARIES
STATEMENTS OF CONDENSED CONSOLIDATED COMPREHENSIVE INCOME (UNAUDITED)
| Three Months Ended March 31, | |||||||||||||||||||||||
| 2025 | 2024 | ||||||||||||||||||||||
| (Thousands) | |||||||||||||||||||||||
| Net income | $ | 315,418 | $ | 103,063 | |||||||||||||||||||
| Other comprehensive income, net of tax: | |||||||||||||||||||||||
| Other postretirement benefits liability adjustment, net of tax: $29 and $13 | 37 | 43 | |||||||||||||||||||||
| Comprehensive income | 315,455 | 103,106 | |||||||||||||||||||||
| Less: Comprehensive income (loss) attributable to noncontrolling interests | 73,279 | (425) | |||||||||||||||||||||
| Comprehensive income attributable to EQT Corporation | $ | 242,176 | $ | 103,531 |
The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.
EQT CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
| March 31, 2025 | December 31, 2024 | ||||||||||
| (Thousands) | |||||||||||
| ASSETS | |||||||||||
| Current assets: | |||||||||||
| Cash and cash equivalents | $ | 281,764 | $ | 202,093 | |||||||
| Accounts receivable (less allowance for credit losses: $1,298 and $12,529) | 1,206,163 | 1,132,608 | |||||||||
| Derivative instruments, at fair value | 66,397 | 143,581 | |||||||||
| Income tax receivable | 92,349 | 97,378 | |||||||||
| Prepaid expenses and other | 92,426 | 139,019 | |||||||||
| Total current assets | 1,739,099 | 1,714,679 | |||||||||
| Property, plant and equipment | 44,874,102 | 44,505,504 | |||||||||
| Less: Accumulated depreciation and depletion | 13,213,397 | 12,757,686 | |||||||||
| Net property, plant and equipment | 31,660,705 | 31,747,818 | |||||||||
| Investments in unconsolidated entities | 3,580,038 | 3,617,397 | |||||||||
| Net intangible assets | 211,564 | 215,257 | |||||||||
| Goodwill | 2,066,526 | 2,079,481 | |||||||||
| Other assets | 445,432 | 455,623 | |||||||||
| Total assets | $ | 39,703,364 | $ | 39,830,255 | |||||||
| LIABILITIES AND EQUITY | |||||||||||
| Current liabilities: | |||||||||||
| Current portion of debt | $ | 285,000 | $ | 320,800 | |||||||
| Accounts payable | 1,336,689 | 1,177,656 | |||||||||
| Derivative instruments, at fair value | 963,672 | 446,519 | |||||||||
| Accrued interest | 140,038 | 167,157 | |||||||||
| Other current liabilities | 336,874 | 349,417 | |||||||||
| Total current liabilities | 3,062,273 | 2,461,549 | |||||||||
| Revolving credit facility borrowings | — | 150,000 | |||||||||
| Senior notes | 8,107,783 | 8,853,377 | |||||||||
| Deferred income taxes | 2,886,363 | 2,851,103 | |||||||||
| Other liabilities and credits | 1,243,676 | 1,236,090 | |||||||||
| Total liabilities | 15,300,095 | 15,552,119 | |||||||||
| Equity: | |||||||||||
| Common stock, no par value, shares authorized: 1,280,000, shares issued: 598,586 and 596,870 | 17,984,118 | 18,014,711 | |||||||||
| Retained earnings | 2,736,046 | 2,585,238 | |||||||||
| Accumulated other comprehensive loss | (2,284) | (2,321) | |||||||||
| Total common shareholders' equity | 20,717,880 | 20,597,628 | |||||||||
| Noncontrolling interest in consolidated subsidiaries | 3,685,389 | 3,680,508 | |||||||||
| Total equity | 24,403,269 | 24,278,136 | |||||||||
| Total liabilities and equity | $ | 39,703,364 | $ | 39,830,255 |
The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.
EQT CORPORATION AND SUBSIDIARIES
STATEMENTS OF CONDENSED CONSOLIDATED CASH FLOWS (UNAUDITED)
| Three Months Ended March 31, | |||||||||||
| 2025 | 2024 | ||||||||||
| (Thousands) | |||||||||||
| Cash flows from operating activities: | |||||||||||
| Net income | $ | 315,418 | $ | 103,063 | |||||||
| Adjustments to reconcile net income to net cash provided by operating activities: | |||||||||||
| Deferred income tax expense | 72,223 | 23,394 | |||||||||
| Depreciation, depletion and amortization | 620,775 | 486,750 | |||||||||
| Loss on sale/exchange of long-lived assets | 231 | 147 | |||||||||
| Impairments | 2,661 | 9,209 | |||||||||
| Income from investments | (26,462) | (2,260) | |||||||||
| Loss on debt extinguishment | 11,680 | 3,449 | |||||||||
| Share-based compensation expense | 14,768 | 10,551 | |||||||||
| Distributions from equity method investments | 66,562 | 2,852 | |||||||||
| Other | 1,979 | 2,797 | |||||||||
| Loss (gain) on derivatives | 678,919 | (106,511) | |||||||||
| Net cash settlements (paid) received on derivatives | (91,986) | 451,004 | |||||||||
| Net premiums paid on derivatives | — | (33,904) | |||||||||
| Changes in other assets and liabilities: | |||||||||||
| Accounts receivable | (90,846) | 372,654 | |||||||||
| Accounts payable | 153,220 | (117,157) | |||||||||
| Other current assets | 51,143 | (55,501) | |||||||||
| Other items, net | (39,118) | 5,126 | |||||||||
| Net cash provided by operating activities | 1,741,167 | 1,155,663 | |||||||||
| Cash flows from investing activities: | |||||||||||
| Capital expenditures | (499,649) | (534,468) | |||||||||
| Cash paid for acquisitions, net of cash acquired | (10,000) | (30,053) | |||||||||
| Proceeds from sale/exchange of assets | (6,449) | — | |||||||||
| Capital contributions to equity method investments | (17,946) | (2,608) | |||||||||
| Other investing activities | — | (23) | |||||||||
| Net cash used in investing activities | (534,044) | (567,152) | |||||||||
| Cash flows from financing activities: | |||||||||||
| Proceeds from revolving credit facility borrowings | 1,424,000 | 107,000 | |||||||||
| Repayment of revolving credit facility borrowings | (1,609,800) | (107,000) | |||||||||
| Proceeds from issuance of debt | — | 750,000 | |||||||||
| Proceeds from net settlement of Capped Call Transactions (Note 7) | — | 93,290 | |||||||||
| Debt issuance costs | — | (8,147) | |||||||||
| Repayment and retirement of debt | (739,554) | (752,112) | |||||||||
| Premiums paid on debt extinguishment | (10,461) | — | |||||||||
| Dividends paid | (94,097) | (69,412) | |||||||||
| Distribution to noncontrolling interest | (44,729) | — | |||||||||
| Cash paid for taxes to net settle share-based incentive awards | (50,242) | (34,329) | |||||||||
| Other financing activities | (2,569) | (730) | |||||||||
| Net cash used in financing activities | (1,127,452) | (21,440) | |||||||||
| Net change in cash and cash equivalents | 79,671 | 567,071 | |||||||||
| Cash and cash equivalents at beginning of period | 202,093 | 80,977 | |||||||||
| Cash and cash equivalents at end of period | $ | 281,764 | $ | 648,048 |
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 | 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) | 103,488 | (425) | 103,063 | ||||||||||||||||||||||||||||||||
| Other postretirement benefits liability adjustment, net of tax: $13 | 43 | 43 | |||||||||||||||||||||||||||||||||
| Dividends ($0.1575 per share) | (69,412) | (69,412) | |||||||||||||||||||||||||||||||||
| Share-based compensation plans | 1,670 | (22,008) | (22,008) | ||||||||||||||||||||||||||||||||
| Convertible Notes settlements | 19,992 | 285,608 | 285,608 | ||||||||||||||||||||||||||||||||
| Net settlement of Capped Call Transactions | 93,290 | 93,290 | |||||||||||||||||||||||||||||||||
| Balance at March 31, 2024 | 441,558 | $ | 12,450,876 | $ | 2,715,974 | $ | (2,641) | $ | 7,192 | $ | 15,171,401 | ||||||||||||||||||||||||
| Balance at January 1, 2025 | 596,870 | $ | 18,014,711 | $ | 2,585,238 | $ | (2,321) | $ | 3,680,508 | $ | 24,278,136 | ||||||||||||||||||||||||
| Comprehensive income, net of tax: | |||||||||||||||||||||||||||||||||||
| Net income | 242,139 | 73,279 | 315,418 | ||||||||||||||||||||||||||||||||
| Other postretirement benefits liability adjustment, net of tax: $29 | 37 | 37 | |||||||||||||||||||||||||||||||||
| Dividends ($0.1575 per share) | (91,331) | (91,331) | |||||||||||||||||||||||||||||||||
| Share-based compensation plans | 1,716 | (30,968) | (30,968) | ||||||||||||||||||||||||||||||||
| Equitrans Midstream Merger (Note 11) | 248 | 248 | |||||||||||||||||||||||||||||||||
| Change in ownership of consolidated subsidiary | 375 | 375 | |||||||||||||||||||||||||||||||||
| Distribution to noncontrolling interest | (68,646) | (68,646) | |||||||||||||||||||||||||||||||||
| Balance at March 31, 2025 | 598,586 | $ | 17,984,118 | $ | 2,736,046 | $ | (2,284) | $ | 3,685,389 | $ | 24,403,269 |
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.
EQT CORPORATION AND SUBSIDIARIES
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 financial position of the Company as of March 31, 2025 and December 31, 2024 and the results of its operations, equity and cash flows for the three months ended March 31, 2025 and 2024. Certain previously reported amounts have been reclassified to conform to the current period presentation. 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 interests in its Condensed Consolidated Financial Statements for any non-wholly-owned consolidated subsidiary.
Supplemental Cash Flow Information. The following table summarizes net cash paid for interest and income taxes and non-cash activity included in the Statements of Condensed Consolidated Cash Flows.
| Three Months Ended March 31, | |||||||||||
| 2025 | 2024 | ||||||||||
| (Thousands) | |||||||||||
| Cash paid during the period for: | |||||||||||
| Interest, net of amount capitalized | $ | 142,352 | $ | 49,752 | |||||||
| Income taxes, net | 218 | 6,879 | |||||||||
| Non-cash activity during the period for: | |||||||||||
| Distribution payable to noncontrolling interest | $ | 23,917 | $ | — | |||||||
| Increase in right-of-use assets and lease liabilities, net | 5,095 | 3,634 | |||||||||
| Capitalization of non-cash equity share-based compensation | 4,506 | 1,771 | |||||||||
| Increase in asset retirement costs and obligations | 2,534 | 6,918 | |||||||||
| Issuance of EQT common stock for Convertible Notes settlement (Note 7) | — | 285,608 | |||||||||
| Investment in nonconsolidated entities | — | 2,375 |
EQT CORPORATION AND SUBSIDIARIES
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.
EQT CORPORATION AND SUBSIDIARIES
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 March 31, 2025 | |||||||||||||||||||||||||||||||||||
| Production | Gathering | Transmission | Total Segment | Intersegment Eliminations and Other | EQT Corporation | ||||||||||||||||||||||||||||||
| (Thousands) | |||||||||||||||||||||||||||||||||||
| Operating revenues: | |||||||||||||||||||||||||||||||||||
| Sales of natural gas, natural gas liquids and oil | $ | 2,244,727 | $ | — | $ | — | $ | 2,244,727 | $ | — | $ | 2,244,727 | |||||||||||||||||||||||
| Loss on derivatives | (678,919) | — | — | (678,919) | — | (678,919) | |||||||||||||||||||||||||||||
| Pipeline, net marketing services and other | 3,475 | 335,313 | 146,271 | 485,059 | (311,017) | 174,042 | |||||||||||||||||||||||||||||
| Total operating revenues | 1,569,283 | 335,313 | 146,271 | 2,050,867 | (311,017) | 1,739,850 | |||||||||||||||||||||||||||||
| Operating expenses (a): | |||||||||||||||||||||||||||||||||||
| Transportation and processing | 688,600 | — | — | 688,600 | (310,391) | 378,209 | |||||||||||||||||||||||||||||
| Production | 88,438 | — | — | 88,438 | — | 88,438 | |||||||||||||||||||||||||||||
| Operating and maintenance | — | 36,309 | 10,988 | 47,297 | — | 47,297 | |||||||||||||||||||||||||||||
| Exploration | 1,051 | — | — | 1,051 | — | 1,051 | |||||||||||||||||||||||||||||
| Selling, general and administrative | 48,670 | 15,397 | 9,419 | 73,486 | 17,978 | 91,464 | |||||||||||||||||||||||||||||
| Depreciation, depletion and amortization | 543,494 | 49,424 | 23,203 | 616,121 | 4,654 | 620,775 | |||||||||||||||||||||||||||||
| Loss on sale/exchange of long-lived assets | 184 | — | 47 | 231 | — | 231 | |||||||||||||||||||||||||||||
| Impairment and expiration of leases | 2,661 | — | — | 2,661 | — | 2,661 | |||||||||||||||||||||||||||||
| Other operating expenses | 4,399 | 2,982 | (536) | 6,845 | 6,629 | 13,474 | |||||||||||||||||||||||||||||
| Total operating expenses | 1,377,497 | 104,112 | 43,121 | 1,524,730 | (281,130) | 1,243,600 | |||||||||||||||||||||||||||||
| Operating income (loss) | $ | 191,786 | $ | 231,201 | $ | 103,150 | $ | 526,137 | $ | (29,887) | $ | 496,250 |
(a)The significant expense categories and amounts presented align with information that is regularly provided to the chief operating decision maker.
EQT CORPORATION AND SUBSIDIARIES
Notes to the Condensed Consolidated Financial Statements (Unaudited)
| Three Months Ended March 31, 2024 | |||||||||||||||||||||||||||||||||||
| Production | Gathering | Total Segment | Intersegment Eliminations and Other | EQT Corporation | |||||||||||||||||||||||||||||||
| (Thousands) | |||||||||||||||||||||||||||||||||||
| Operating revenues: | |||||||||||||||||||||||||||||||||||
| Sales of natural gas, natural gas liquids and oil | $ | 1,303,905 | $ | — | $ | 1,303,905 | $ | — | $ | 1,303,905 | |||||||||||||||||||||||||
| Gain on derivatives | 106,511 | — | 106,511 | — | 106,511 | ||||||||||||||||||||||||||||||
| Pipeline, net marketing services and other | (1,615) | 64,362 | 62,747 | (60,895) | 1,852 | ||||||||||||||||||||||||||||||
| Total operating revenues | 1,408,801 | 64,362 | 1,473,163 | (60,895) | 1,412,268 | ||||||||||||||||||||||||||||||
| Operating expenses (a): | |||||||||||||||||||||||||||||||||||
| Transportation and processing | 606,088 | — | 606,088 | (60,907) | 545,181 | ||||||||||||||||||||||||||||||
| Production | 90,649 | — | 90,649 | — | 90,649 | ||||||||||||||||||||||||||||||
| Operating and maintenance | — | 11,670 | 11,670 | — | 11,670 | ||||||||||||||||||||||||||||||
| Exploration | 916 | — | 916 | — | 916 | ||||||||||||||||||||||||||||||
| Selling, general and administrative (b) | 73,053 | — | 73,053 | — | 73,053 | ||||||||||||||||||||||||||||||
| Depreciation, depletion and amortization | 483,654 | 637 | 484,291 | 2,459 | 486,750 | ||||||||||||||||||||||||||||||
| Loss on sale/exchange of long-lived assets | 90 | 57 | 147 | — | 147 | ||||||||||||||||||||||||||||||
| Impairment and expiration of leases | 9,209 | — | 9,209 | — | 9,209 | ||||||||||||||||||||||||||||||
| Other operating expenses | 2,600 | — | 2,600 | 9,373 | 11,973 | ||||||||||||||||||||||||||||||
| Total operating expenses | 1,266,259 | 12,364 | 1,278,623 | (49,075) | 1,229,548 | ||||||||||||||||||||||||||||||
| Operating income (loss) | $ | 142,542 | $ | 51,998 | $ | 194,540 | $ | (11,820) | $ | 182,720 |
(a)The significant expense categories and amounts presented align with information that is regularly provided to the chief operating decision maker.
(b)Selling, general and administrative expense incurred prior to the Equitrans Midstream Merger closing date was not recast as the necessary information is not available and the cost to develop such information would be excessive.
Reconciliation of total segment operating income to income before income taxes
| Three Months Ended March 31, | |||||||||||||||||||||||
| 2025 | 2024 | ||||||||||||||||||||||
| (Thousands) | |||||||||||||||||||||||
| Total segment operating income | $ | 526,137 | $ | 194,540 | |||||||||||||||||||
| Intersegment eliminations | (702) | — | |||||||||||||||||||||
| Unallocated revenue | 76 | 12 | |||||||||||||||||||||
| Unallocated amounts: | |||||||||||||||||||||||
| Corporate selling, general and administrative | 17,978 | — | |||||||||||||||||||||
| Corporate depreciation and amortization | 4,654 | 2,459 | |||||||||||||||||||||
| Corporate other operating expenses | 6,629 | 9,373 | |||||||||||||||||||||
| Income from investments (a) | (26,462) | (2,260) | |||||||||||||||||||||
| Other income | (623) | (205) | |||||||||||||||||||||
| Loss on debt extinguishment | 11,680 | 3,449 | |||||||||||||||||||||
| Interest expense, net | 117,569 | 54,371 | |||||||||||||||||||||
| Income before income taxes | $ | 394,086 | $ | 127,365 |
(a)Income from investments for the three months ended March 31, 2025 included $24.4 million of equity earnings from the Company's investment in the MVP Joint Venture, which is reported in the Company's Transmission segment.
EQT CORPORATION AND SUBSIDIARIES
Notes to the Condensed Consolidated Financial Statements (Unaudited)
Total segment assets. The following table presents the Company's total assets by segment. The Company's investment in the MVP Joint Venture is presented in investments in unconsolidated entities in the Condensed Consolidated Balance Sheet. The Company did not have an investment in the MVP Joint Venture or goodwill prior to completion of the Equitrans Midstream Merger.
| Production | Gathering | Transmission | Total Segment | ||||||||||||||||||||
| March 31, 2025 | (Thousands) | ||||||||||||||||||||||
| Investment in the MVP Joint Venture | $ | — | $ | — | $ | 3,496,093 | $ | 3,496,093 | |||||||||||||||
| Goodwill | — | — | 1,235,849 | 1,235,849 | |||||||||||||||||||
| Other segment assets | 22,407,139 | 8,229,273 | 2,902,197 | 33,538,609 | |||||||||||||||||||
| Total assets | $ | 22,407,139 | $ | 8,229,273 | $ | 7,634,139 | $ | 38,270,551 | |||||||||||||||
| March 31, 2024 | |||||||||||||||||||||||
| Total assets | $ | 23,376,957 | $ | 1,215,782 | $ | — | $ | 24,592,739 |
Reconciliation of total segment assets to total assets
| March 31, | |||||||||||
| 2025 | 2024 | ||||||||||
| (Thousands) | |||||||||||
| Total segment assets | $ | 38,270,551 | $ | 24,592,739 | |||||||
| Intersegment eliminations | (252,724) | (45,125) | |||||||||
| Unallocated amounts: | |||||||||||
| Cash and cash equivalents | 281,764 | 648,048 | |||||||||
| Income tax receivable | 92,349 | 90,665 | |||||||||
| Other property, plant and equipment, at cost less accumulated depreciation | 92,994 | 40,486 | |||||||||
| Goodwill (a) | 830,677 | — | |||||||||
| Other | 387,753 | 111,507 | |||||||||
| Total assets | $ | 39,703,364 | $ | 25,438,320 |
(a)Represents goodwill attributable to additional deferred tax liabilities that arose from the differences between the fair value and tax bases of the Equitrans Midstream Merger preliminary purchase price allocation that carried over from Equitrans Midstream (defined in Note 11) to the Company. See Note 11.
Total segment capital expenditures. The following table presents the Company's capital expenditures by segment.
| Three Months Ended March 31, | |||||||||||||||||||||||
| 2025 | 2024 | ||||||||||||||||||||||
| (Thousands) | |||||||||||||||||||||||
| Production | $ | 408,755 | $ | 533,838 | |||||||||||||||||||
| Gathering | 72,104 | 13,982 | |||||||||||||||||||||
| Transmission | 12,627 | — | |||||||||||||||||||||
| Total segment capital expenditures | 493,486 | 547,820 | |||||||||||||||||||||
| Other corporate items | 3,958 | 1,167 | |||||||||||||||||||||
| Total capital expenditures | $ | 497,444 | $ | 548,987 |
EQT CORPORATION AND SUBSIDIARIES
Notes to the Condensed Consolidated Financial Statements (Unaudited)
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.
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.
EQT CORPORATION AND SUBSIDIARIES
Notes to the Condensed Consolidated Financial Statements (Unaudited)
Certain of the Company's gathering service agreements are structured with minimum volume commitments (MVCs), which specify minimum quantities that the customer will be charged regardless of whether such quantities are gathered. Revenue is recognized for MVCs when the performance obligation has been met, which is the earlier of when the gas is gathered or when the likelihood that the customer will be able to meet its MVC is remote. If a customer fails to meet its MVC for a specified period (thus not exercising all the contractual rights to gathering services within the specified period), the customer is obligated to pay a contractually-determined fee based on the shortfall between actual volume gathered and the MVC.
Disaggregated revenue information. The table below provides disaggregated information on the Company's revenues. Certain other revenue contracts are outside the scope of ASU 2014-09, Revenue from Contracts with Customers. These contracts are reported in pipeline, net marketing services and other revenues in the Statements of Condensed Consolidated Operations. Derivative contracts are also outside the scope of ASU 2014-09.
| Three Months Ended March 31, | |||||||||||||||||||||||
| 2025 | 2024 | ||||||||||||||||||||||
| (Thousands) | |||||||||||||||||||||||
| Revenues from contracts with customers: | |||||||||||||||||||||||
| Production sales | |||||||||||||||||||||||
| Natural gas sales | $ | 2,049,950 | $ | 1,121,574 | |||||||||||||||||||
| NGLs sales | 173,816 | 156,150 | |||||||||||||||||||||
| Oil sales | 20,961 | 26,181 | |||||||||||||||||||||
| Sales of natural gas, NGLs and oil | 2,244,727 | 1,303,905 | |||||||||||||||||||||
| Gathering pipeline revenue | |||||||||||||||||||||||
| Firm reservation fee revenue (a) | 166,691 | — | |||||||||||||||||||||
| Volumetric-based fee revenue | 168,622 | 64,362 | |||||||||||||||||||||
| Total Gathering pipeline revenue | 335,313 | 64,362 | |||||||||||||||||||||
| Transmission pipeline revenues | |||||||||||||||||||||||
| Firm reservation fee revenue | 117,852 | — | |||||||||||||||||||||
| Volumetric-based fee revenue | 28,419 | — | |||||||||||||||||||||
| Total Transmission pipeline revenue | 146,271 | — | |||||||||||||||||||||
| Intersegment eliminations and other | (311,017) | (60,895) | |||||||||||||||||||||
| Total revenues from contracts with customers (b) | 2,415,294 | 1,307,372 | |||||||||||||||||||||
| Other sources of revenue: | |||||||||||||||||||||||
| (Loss) gain on derivatives | (678,919) | 106,511 | |||||||||||||||||||||
| Net marketing services and other revenues | 3,475 | (1,615) | |||||||||||||||||||||
| Total other sources of revenue | (675,444) | 104,896 | |||||||||||||||||||||
| Total operating revenues | $ | 1,739,850 | $ | 1,412,268 |
(a)Firm reservation fee revenue for the three months ended March 31, 2025 included unbilled revenues supported by MVCs of approximately $5.6 million.
(b)For contracts with customers where the Company's performance obligations had been satisfied and an unconditional right to consideration existed as of the balance sheet date, the Company recorded in accounts receivable amounts due from contracts with customers of $994.1 million and $939.9 million as of March 31, 2025 and December 31, 2024, respectively.
EQT CORPORATION AND SUBSIDIARIES
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 March 31, 2025. The table excludes contracts that qualified for the exception to the relative standalone selling price method as of March 31, 2025.
| 2025 (a) | 2026 | 2027 | 2028 | 2029 | Thereafter | Total | |||||||||||||||||||||||||||||||||||
| (Thousands) | |||||||||||||||||||||||||||||||||||||||||
| Gathering firm reservation fees: | |||||||||||||||||||||||||||||||||||||||||
| Third-party contracts | $ | 76,013 | $ | 92,308 | $ | 85,689 | $ | 85,689 | $ | 85,689 | $ | 371,950 | $ | 797,338 | |||||||||||||||||||||||||||
| Affiliate contracts | 71,441 | 101,791 | 101,450 | 97,701 | 97,701 | 1,511,434 | 1,981,518 | ||||||||||||||||||||||||||||||||||
| Total Gathering firm reservation fees | 147,454 | 194,099 | 187,139 | 183,390 | 183,390 | 1,883,384 | 2,778,856 | ||||||||||||||||||||||||||||||||||
| Gathering revenues supported by MVCs: | |||||||||||||||||||||||||||||||||||||||||
| Third-party contracts | 64,065 | 90,575 | 82,115 | 78,298 | 66,899 | 188,515 | 570,467 | ||||||||||||||||||||||||||||||||||
| Affiliate contracts | 283,774 | 397,966 | 410,621 | 411,740 | 410,621 | 2,042,451 | 3,957,173 | ||||||||||||||||||||||||||||||||||
| Total Gathering revenues supported by MVCs | 347,839 | 488,541 | 492,736 | 490,038 | 477,520 | 2,230,966 | 4,527,640 | ||||||||||||||||||||||||||||||||||
| Transmission firm reservation fees: | |||||||||||||||||||||||||||||||||||||||||
| Third-party contracts | 124,487 | 175,807 | 172,235 | 169,877 | 166,791 | 816,585 | 1,625,782 | ||||||||||||||||||||||||||||||||||
| Affiliate contracts | 180,383 | 262,573 | 261,045 | 260,715 | 260,383 | 1,964,638 | 3,189,737 | ||||||||||||||||||||||||||||||||||
| Total Transmission firm reservation fees | 304,870 | 438,380 | 433,280 | 430,592 | 427,174 | 2,781,223 | 4,815,519 | ||||||||||||||||||||||||||||||||||
| Total | $ | 800,163 | $ | 1,121,020 | $ | 1,113,155 | $ | 1,104,020 | $ | 1,088,084 | $ | 6,895,573 | $ | 12,122,015 |
(a)April 1 through December 31.
As of March 31, 2025, the Company had no remaining performance obligations on its natural gas sales contracts with fixed consideration.
Based on total projected contractual revenues, both the Company's firm gathering third-party contracts and firm transmission and storage third-party contracts had a weighted average remaining term of approximately 11 years as of March 31, 2025. Based on total projected contractual revenues, the Company's firm gathering affiliate contracts and firm transmission and storage affiliate contracts had a weighted average remaining term of approximately 14 years and 13 years, respectively, as of March 31, 2025.
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 (loss) gain on derivatives in the Statements of Condensed Consolidated Operations. The Company recognizes all derivative instruments as either assets or liabilities at fair value on a gross basis. 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.
EQT CORPORATION AND SUBSIDIARIES
Notes to the Condensed Consolidated Financial Statements (Unaudited)
Contracts that result in physical delivery of a commodity expected to be sold by the Company in the normal course of business are generally designated as normal sales and are exempt from derivative accounting. 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 1,422 Bcf of natural gas and 3,672 thousand barrels (Mbbl) of NGLs as of March 31, 2025 and 2,189 Bcf of natural gas and 2,562 Mbbl of NGLs as of December 31, 2024. The open positions at both March 31, 2025 and December 31, 2024 had maturities extending through December 2027.
Certain of the Company's OTC derivative instrument contracts provide that, if EQT's credit rating assigned by Moody's Investors Service, Inc. (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 March 31, 2025, EQT's senior notes were rated "Baa3" by Moody's, "BBB–" by S&P and "BBB–" by Fitch.
When the net fair value of any of the Company's OTC derivative instrument contracts represents a liability to the Company that is in excess of the agreed-upon dollar threshold for the Company's then-applicable credit rating, the counterparty has the right to require the Company to remit funds as a margin deposit in an amount equal to the portion of the derivative liability that is in excess of the dollar threshold amount. The Company records these deposits as a current asset in the Condensed Consolidated Balance Sheets. As of March 31, 2025 and December 31, 2024, the aggregate fair value of the Company's OTC derivative instruments with credit rating risk-related contingent features in a net liability position was $99.2 million and $61.9 million, respectively, for which no deposits were required or recorded in the Condensed Consolidated Balance Sheets.
When the net fair value of any of the Company's OTC derivative instrument contracts represents an asset to the Company that is in excess of the agreed-upon dollar threshold for the counterparty's then-applicable credit rating, the Company has the right to require the counterparty to remit funds as a margin deposit in an amount equal to the portion of the derivative asset that is in excess of the dollar threshold amount. The Company records these deposits as a current liability in the Condensed Consolidated Balance Sheets. As of both March 31, 2025 and December 31, 2024, there were no such deposits recorded in the Condensed Consolidated Balance Sheets.
When the Company enters into exchange traded natural gas contracts, exchanges may require the Company to remit funds to the corresponding broker as good-faith deposits to guard against the risks associated with changing market conditions. 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 March 31, 2025 and December 31, 2024, there was $43.2 million and $87.0 million, respectively, of such deposits recorded as a current asset in the Condensed Consolidated Balance Sheets.
EQT CORPORATION AND SUBSIDIARIES
Notes to the Condensed Consolidated Financial Statements (Unaudited)
The Company has netting agreements with financial institutions and its brokers that permit net settlement of gross commodity derivative assets against gross commodity derivative liabilities. 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) | |||||||||||||||||||||||
| March 31, 2025 | |||||||||||||||||||||||
| Asset derivative instruments, at fair value | $ | 66,397 | $ | (65,211) | $ | — | $ | 1,186 | |||||||||||||||
| Liability derivative instruments, at fair value | 963,672 | (65,211) | (43,171) | 855,290 | |||||||||||||||||||
| 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.
EQT CORPORATION AND SUBSIDIARIES
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) | |||||||||||||||||||||||
| March 31, 2025 | |||||||||||||||||||||||
| Asset derivative instruments, at fair value | $ | 66,397 | $ | 12,275 | $ | 54,122 | $ | — | |||||||||||||||
| Liability derivative instruments, at fair value | 963,672 | 25,447 | 938,225 | — | |||||||||||||||||||
| 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 March 31, 2025 and December 31, 2024, the Company's senior notes had a fair value of approximately $8.2 billion and $8.8 billion, respectively, and a carrying value of approximately $8.1 billion and $8.9 billion, respectively, inclusive of any current portion. See Note 7 for further discussion of the Company's debt.
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 1 to the Consolidated Financial Statements in EQT's Annual Report on Form 10-K for the year ended December 31, 2024 for a discussion of (i) the fair value measurement and impairment of the Company's property, plant and equipment, (ii) impairment of the Company's contract asset, investments in unconsolidated entities, net intangible assets and goodwill and (iii) fair value measurement of the Company's asset retirement obligations.
EQT CORPORATION AND SUBSIDIARIES
Notes to the Condensed Consolidated Financial Statements (Unaudited)
6. Income Taxes
For the three months ended March 31, 2025 and 2024, the Company calculated the provision for income taxes by applying an estimate of the annual effective tax rate for the full fiscal year to "ordinary" income or loss (pre-tax income or loss excluding unusual or infrequently occurring items) for the period. Any refinements to prior period taxes made in the current period due to new information are reflected as adjustments in the current period. There were no material changes to the Company's methodology for determining unrecognized tax benefits during the three months ended March 31, 2025.
The Midstream Joint Venture (defined in Note 9) and Eureka Midstream Holdings, LLC (Eureka Midstream Holdings), both of which are consolidated subsidiaries of the Company's, are treated as partnerships for U.S. federal and applicable state income tax purposes and are not separately subject to U.S. federal or state income taxes. The Midstream Joint Venture's and Eureka Midstream Holdings' income is included in the Company's pre-tax income; however, the Company does not record income tax expense on income attributable to noncontrolling interests in the Midstream Joint Venture and Eureka Midstream Holdings, which reduces the Company's effective tax rate in periods when the Company has consolidated pre-tax income and increases the effective tax rate in periods when the Company has consolidated pre-tax losses.
For the three months ended March 31, 2025 and 2024, the Company recorded income tax expense at an effective tax rate of 20.0% and 19.1%, respectively. The Company's effective tax rate for the three months ended March 31, 2025 was lower compared to the U.S. federal statutory rate primarily as a result of the Midstream Joint Ventures' and Eureka Midstream Holdings' income attributable to the noncontrolling interests and excess tax benefits from share-based payments, partly offset by state taxes. The Company's effective tax rate for the three months ended March 31, 2024 was lower compared to the U.S. federal statutory rate primarily as a result of excess tax benefits from share-based payments, partly offset by state taxes.
EQT CORPORATION AND SUBSIDIARIES
Notes to the Condensed Consolidated Financial Statements (Unaudited)
7. Debt
The table below summarizes the Company's outstanding debt.
| March 31, 2025 | December 31, 2024 | ||||||||||||||||||||||
| Principal Value | Carrying Value (a) | Principal Value | Carrying Value (a) | ||||||||||||||||||||
| (Thousands) | |||||||||||||||||||||||
| EQT's revolving credit facility maturing July 23, 2029 | $ | — | $ | — | $ | 150,000 | $ | 150,000 | |||||||||||||||
| Eureka's revolving credit facility maturing November 13, 2025 | 285,000 | 285,000 | 320,800 | 320,800 | |||||||||||||||||||
| Debentures and senior notes: | |||||||||||||||||||||||
| EQT's 3.125% notes due May 15, 2026 | 392,915 | 391,497 | 392,915 | 391,193 | |||||||||||||||||||
| EQT's 7.75% debentures due July 15, 2026 | 115,000 | 114,337 | 115,000 | 114,213 | |||||||||||||||||||
| EQM's 7.500% notes due June 1, 2027 | 500,000 | 510,200 | 500,000 | 511,377 | |||||||||||||||||||
| EQM's 6.500% notes due July 1, 2027 | 393,791 | 399,910 | 900,000 | 915,538 | |||||||||||||||||||
| EQT's 3.90% notes due October 1, 2027 | 936,158 | 933,989 | 1,169,503 | 1,166,523 | |||||||||||||||||||
| EQT's 5.700% notes due April 1, 2028 | 500,000 | 493,206 | 500,000 | 492,640 | |||||||||||||||||||
| EQM's 5.500% notes due July 15, 2028 | 118,683 | 118,238 | 118,683 | 118,204 | |||||||||||||||||||
| EQT's 5.00% notes due January 15, 2029 | 318,494 | 315,951 | 318,494 | 315,785 | |||||||||||||||||||
| EQM's 4.50% notes due January 15, 2029 | 742,923 | 713,682 | 742,923 | 711,754 | |||||||||||||||||||
| EQM's 6.375% notes due April 1, 2029 | 600,000 | 608,158 | 600,000 | 608,667 | |||||||||||||||||||
| EQT's 7.000% notes due February 1, 2030 (b) | 674,800 | 671,797 | 674,800 | 671,641 | |||||||||||||||||||
| EQM's 7.500% notes due June 1, 2030 | 500,000 | 534,024 | 500,000 | 535,671 | |||||||||||||||||||
| EQM's 4.75% notes due January 15, 2031 | 1,100,000 | 1,047,486 | 1,100,000 | 1,045,219 | |||||||||||||||||||
| EQT's 3.625% notes due May 15, 2031 | 435,165 | 430,988 | 435,165 | 430,818 | |||||||||||||||||||
| EQT's 5.750% notes due February 1, 2034 | 750,000 | 742,994 | 750,000 | 742,796 | |||||||||||||||||||
| EQM's 6.500% notes due July 15, 2048 | 80,233 | 81,326 | 80,233 | 81,338 | |||||||||||||||||||
| Total debt | 8,443,162 | 8,392,783 | 9,368,516 | 9,324,177 | |||||||||||||||||||
| Less: Current portion of debt (c) | 285,000 | 285,000 | 320,800 | 320,800 | |||||||||||||||||||
| Long-term debt | $ | 8,158,162 | $ | 8,107,783 | $ | 9,047,716 | $ | 9,003,377 |
(a)For EQT's and Eureka's revolving credit facilities, the principal value represents carrying value. For all other debt, the principal value less unamortized debt issuance costs, debt discounts and fair value adjustments recorded with Equitrans Midstream Merger purchase price accounting, as applicable, represents carrying value.
(b)Interest rates for EQT's 7.000% senior notes fluctuate based on changes to the credit ratings assigned to EQT's senior notes by Moody's, S&P and Fitch. Interest rates for the Company's other senior notes do not fluctuate.
(c)As of both March 31, 2025 and December 31, 2024, the current portion of debt included borrowings outstanding under Eureka's revolving credit facility.
EQT CORPORATION AND SUBSIDIARIES
Notes to the Condensed Consolidated Financial Statements (Unaudited)
Debt Repayments. The Company repaid, redeemed or repurchased the following debt during the three months ended March 31, 2025.
| Debt Tranche | Principal | Premiums Paid/ (Discounts Received) | Accrued but Unpaid Interest | Total Cost | ||||||||||||||||||||||
| (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 | ||||||||||||||||||||||
| Total | $ | 739,554 | $ | 10,446 | $ | 10,559 | $ | 760,559 |
(a)In addition to call premiums paid (discounts received), EQM Midstream Partners (EQM) paid $1.9 million in fees to dealer managers and other non-lender parties for the repayment of certain of its senior notes in the Tender Offers (defined below). Such costs were accrued in other current liabilities in the Condensed Consolidated Balance Sheet as of March 31, 2025.
EQT's Revolving Credit Facility. EQT has a $3.5 billion revolving credit facility.
As of March 31, 2025, the Company had less than $0.1 million of letters of credit outstanding under EQT's revolving credit facility. As of December 31, 2024, the Company had approximately $1 million of letters of credit outstanding under EQT's revolving credit facility.
During the three months ended March 31, 2025 and 2024, under EQT's revolving credit facility, the maximum amount of outstanding borrowings was $566 million and $107 million, respectively, the average daily balance was approximately $208 million and $11 million, respectively, and interest was incurred at a weighted average annual interest rate of 5.9% and 6.9%, respectively. For both the three months ended March 31, 2025 and 2024, EQT incurred commitment fees of approximately 20 basis points on the undrawn portion of EQT's revolving credit facility to maintain credit availability.
Eureka's Revolving Credit Facility. The Company has a controlling interest in Eureka Midstream Holdings. Eureka, a wholly-owned subsidiary of Eureka Midstream Holdings, has a $400 million senior secured revolving credit facility.
As of March 31, 2025, Eureka had no letters of credit outstanding under its revolving credit facility.
During the three months ended March 31, 2025, under Eureka's revolving credit facility, the maximum amount of outstanding borrowings was approximately $321 million, the average daily balance was approximately $311 million and interest was incurred at a weighted average annual interest rate of 7.2%. For the three months ended March 31, 2025, Eureka incurred commitment fees of approximately 50 basis points on the undrawn portion of Eureka's revolving credit facility to maintain credit availability.
Tender Offers. On February 24, 2025, the Company announced the commencement of tender offers (the Tender Offers) to purchase any and all of EQM's outstanding 6.500% senior notes due 2027 and a certain amount of EQT's outstanding 3.90% senior notes due 2027. On March 12, 2025, the Company settled the Tender Offers. Refer to the "Debt Repayments" table above for details.
EQM Exchange Offers. On February 24, 2025, the Company announced the commencement of offers (the EQM Exchange Offers) made to certain eligible holders of EQM's senior notes to exchange any and all outstanding notes issued by EQM (the Existing EQM Notes), including outstanding principal of EQM's 6.500% senior notes due 2027 that remained outstanding following settlement of the Tender Offers, for up to $4,541.8 million aggregate principal amount of new notes issued by EQT (the New EQT Notes) and cash consideration equal to $1.00 per $1,000 principal amount of Existing EQM Notes exchanged. Pursuant to the EQM Exchange Offers, for each $1,000 principal amount of Existing EQM Notes validly tendered on or prior to 5:00 p.m., New York City time, on March 7, 2025 (the Early Tender Date), the holder thereof received $1,000 principal amount of New EQT Notes; for each $1,000 principal amount of Existing EQM Notes validly tendered after the Early Tender Date but on or prior to 5:00 p.m., New York City time, on March 28, 2025 (the Expiration Date, as extended), the holder thereof received $950 principal of New EQT Notes.
EQT CORPORATION AND SUBSIDIARIES
Notes to the Condensed Consolidated Financial Statements (Unaudited)
On April 2, 2025, in the aggregate, the Company issued approximately $3,868.9 million of New EQT Notes in exchange for the tender of approximately $3,869.5 million of Existing EQM Notes and paid to holders of the New EQT Notes cash consideration of approximately $3.9 million, which was capitalized as additional debt premium. In addition, the discount received by EQT from those lenders who validly tendered their Existing EQM Notes after the Early Tender Date but on or prior to the Expiration Date of approximately $0.6 million was capitalized as additional debt discount. In connection with the EQM Exchange Offers, the Company incurred non-lender expenses of approximately $6.9 million in loss on debt extinguishment in the Statement of Condensed Consolidated Operations for the three months ended March 31, 2025. Such costs were accrued in other current liabilities in the Condensed Consolidated Balance Sheet as of March 31, 2025.
The maturity date and interest rate of each New EQT Note is consistent with that of the corresponding Existing EQM Note exchanged. The covenants of the New EQT Notes are consistent with those of EQT's existing senior unsecured notes.
Consent Solicitation. In conjunction with the Tender Offers and EQM Exchange Offers, the Company issued consent solicitations with respect to certain proposed amendments to each of the indentures governing the Existing EQM Notes that, upon adoption (which occurred on April 2, 2025), eliminated substantially all of the restrictive covenants, certain events of default and certain other provisions previously contained in such indentures.
EQT's 1.75% Convertible Notes and Capped Call Transactions. In April 2020, EQT issued $500 million aggregate principal amount of 1.75% convertible senior notes (the Convertible Notes). The Convertible Notes were fully redeemed in January 2024.
In connection with, but separate from, the issuance of the Convertible Notes, EQT entered into capped call transactions (the Capped Call Transactions) with certain financial institutions (the Capped Call Counterparties) to reduce the potential dilution to EQT common stock upon any conversion of Convertible Notes at maturity and/or offset any cash payments that the Company is required to make in excess of the principal amount of such converted notes. In January 2024, EQT entered into separate termination agreements with each of the Capped Call Counterparties, pursuant to which the Capped Call Counterparties paid EQT an aggregate $93.3 million and the Capped Call Transactions were terminated.
EQT CORPORATION AND SUBSIDIARIES
Notes to the Condensed Consolidated Financial Statements (Unaudited)
8. Investments in Unconsolidated Entities
Equity Method Investments
The table below summarizes the Company's equity method investments.
| March 31, 2025 | December 31, 2024 | ||||||||||||||||||||||
| Ownership Interest | Carrying Value | Ownership Interest | Carrying Value | ||||||||||||||||||||
| (Thousands) | (Thousands) | ||||||||||||||||||||||
| MVP Joint Venture (a): | |||||||||||||||||||||||
| The MVP | 49.3 | % | $ | 3,462,407 | 49.3 | % | $ | 3,469,438 | |||||||||||||||
| MVP Southgate | 47.2 | % | 33,686 | 47.2 | % | 65,292 | |||||||||||||||||
| Total MVP Joint Venture | 3,496,093 | 3,534,730 | |||||||||||||||||||||
| Laurel Mountain Midstream, LLC (b) | 31 | % | 30,655 | 31 | % | 28,757 | |||||||||||||||||
| WATT Fuel Cell Corporation (c) | 15.63 | % | 13,953 | 15.63 | % | 14,533 | |||||||||||||||||
| Yellowbird Energy LLC (d) | 50 | % | 6,195 | 50 | % | 6,135 | |||||||||||||||||
| Total | $ | 3,546,896 | $ | 3,584,155 |
(a)Mountain Valley Pipeline, LLC (the MVP Joint Venture) is a Delaware series limited liability company joint venture formed among (i) with respect to Series A, the Midstream Joint Venture and affiliates of each of NextEra Energy, Inc., Consolidated Edison, Inc., AltaGas Ltd. and RGC Resources, Inc. for purposes of constructing, owning and operating the MVP (defined below) and (ii) with respect to Series B, a wholly-owned subsidiary of EQT and affiliates of NextEra Energy, Inc., AltaGas Ltd. and RGC Resources, Inc. for purposes of constructing, owning and operating MVP Southgate (defined below).
(b)Laurel Mountain Midstream, LLC is a natural gas gathering and processing joint venture formed among a wholly-owned subsidiary of EQT, Williams Companies Inc. and certain other energy companies.
(c)Watt Fuel Cell Corporation is a developer and manufacturer of solid oxide fuel cell systems that operate on common, readily available fuels such as natural gas and propane.
(d)Yellowbird Energy LLC is a joint venture formed between a wholly-owned subsidiary of EQT and a third-party investor that is focused on the capture of coal mine methane with the goal of generating environmental attributes.
The MVP. The MVP is a 303-mile long, 42-inch diameter natural gas interstate pipeline with a total capacity of 2.0 Bcf per day that spans from the Company's transmission and storage system in Wetzel County, West Virginia to Pittsylvania County, Virginia. The MVP entered into service on June 14, 2024 and commenced long-term firm capacity obligations on July 1, 2024. A wholly-owned subsidiary of EQM is the operator of the MVP.
The Company has a negative basis difference between the carrying value of its equity method investment in the MVP and its proportionate share of the MVP's net assets (composed of fixed assets). The basis difference is accreted over the useful life of the fixed assets, with accretion expense presented in income from investments in the Company's Statements of Condensed Consolidated Operations. As of both March 31, 2025 and December 31, 2024, the basis difference, net of accretion, was approximately $1.3 billion.
MVP Southgate. MVP Southgate is a contemplated interstate pipeline that was approved by the FERC. The pipeline was initially designed to extend approximately 75 miles from the MVP in Pittsylvania County, Virginia to new delivery points in Rockingham and Alamance Counties, North Carolina using 24-inch and 16-inch diameter pipe.
In December 2023, the MVP Joint Venture entered into precedent agreements with Public Service Company of North Carolina, Inc. and Duke Energy Carolinas, LLC that contemplate a modified project and, among other things, describe certain conditions precedent to the parties' respective obligations regarding MVP Southgate. As modified, the natural gas interstate pipeline would extend approximately 31 miles from the terminus of the MVP in Pittsylvania County, Virginia to planned new delivery points in Rockingham County, North Carolina using 30-inch diameter pipe and have a targeted capacity of 550,000 dekatherms per day. The proposed route passes through a portion of the Southern Virginia Mega Site at Berry Hill, which is one of the largest business parks on the East Coast.
EQT CORPORATION AND SUBSIDIARIES
Notes to the Condensed Consolidated Financial Statements (Unaudited)
On February 3, 2025, the MVP Joint Venture filed an application with the FERC seeking to amend its existing Certificate of Public Convenience and Necessity to reflect the amended project. The Company expects a wholly-owned subsidiary of EQM to operate MVP Southgate upon its completion, which is targeted for June 2028. MVP Southgate is estimated to have a total cost of approximately $370 million to $430 million, excluding allowance for funds used during construction and certain costs incurred for purposes of the originally certificated project, of which the Company will fund its proportionate share through capital contributions to the MVP Joint Venture.
Pursuant to the MVP Joint Venture's limited liability company agreement and upon the closing of the Equitrans Midstream Merger, the Company is obligated to provide performance assurances with respect to MVP Southgate that may take the form of a guarantee from EQM (provided that, in accordance with the requirements of the MVP Joint Venture's limited liability company agreement, EQM's debt is assigned an investment grade credit rating), a letter of credit or cash collateral. Upon receipt of the FERC's initial release to begin construction of MVP Southgate, the Company will be obligated to provide performance assurance in an amount equal to 33% of its share of MVP Southgate's remaining capital commitments under the applicable construction budget.
Investments in Equity Securities
The Investment Fund. The Company holds an investment in a fund (the Investment Fund) that invests in companies that develop technology and operating solutions for exploration and production companies. As of both March 31, 2025 and December 31, 2024, the fair value of the Company's investment in the Investment Fund was approximately $33 million and is presented in investments in unconsolidated entities in the Condensed Consolidated Balance Sheets. The Company computes the fair value of the Company's investment in the Investment Fund using, as a practical expedient, the net asset value provided in the financial statements received from fund managers.
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 three months ended March 31, 2025, the Midstream Joint Venture paid $73.5 million of aggregate cash distributions, of which $44.7 million was paid to the BXCI Affiliate as Class B Unitholder. Distributions paid by the Midstream Joint Venture to EQM have been eliminated in consolidation. As of March 31, 2025, the Midstream Joint Venture recorded a distribution payable to the BXCI Affiliate as Class B Unitholder of $23.9 million. Such amount is presented in accounts payable in the Condensed Consolidated Balance Sheet as of March 31, 2025.
EQT CORPORATION AND SUBSIDIARIES
Notes to the Condensed Consolidated Financial Statements (Unaudited)
Based on the governing provisions of the JV Agreement, EQT's management determined that the allocation of income between the Company and the BXCI Affiliate should be based on the change in the investor's claim on the Midstream Joint Venture's book value. Under this method, the Company recognizes net income/loss attributable to the noncontrolling interest based on changes to the amount that each member would hypothetically receive at each balance sheet date under the JV Agreement's liquidation provisions, assuming that the net assets of the Midstream Joint Venture were liquidated at the recorded amounts, after taking into account any capital transactions between the Company and the BXCI Affiliate.
10. Income Per Share
The table below provides the computation for basic and diluted income per share.
| Three Months Ended March 31, | |||||||||||||||||||||||
| 2025 | 2024 | ||||||||||||||||||||||
| (Thousands, except per share amounts) | |||||||||||||||||||||||
| Net income attributable to EQT Corporation – Basic income available to shareholders | $ | 242,139 | $ | 103,488 | |||||||||||||||||||
| Add back: Interest expense on Convertible Notes, net of tax | — | 76 | |||||||||||||||||||||
| Diluted income available to shareholders | $ | 242,139 | $ | 103,564 | |||||||||||||||||||
| Weighted average common stock outstanding – Basic | 597,976 | 439,459 | |||||||||||||||||||||
| Options, restricted stock, performance awards and stock appreciation rights | 4,862 | 4,026 | |||||||||||||||||||||
| Convertible Notes | — | 1,482 | |||||||||||||||||||||
| Weighted average common stock outstanding – Diluted | 602,838 | 444,967 | |||||||||||||||||||||
| Income per share of common stock attributable to EQT Corporation: | |||||||||||||||||||||||
| Basic | $ | 0.40 | $ | 0.24 | |||||||||||||||||||
| Diluted | $ | 0.40 | $ | 0.23 |
11. Acquisitions
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.
EQT CORPORATION AND SUBSIDIARIES
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 table below summarizes the preliminary purchase price and estimated fair values of assets acquired and liabilities assumed as of July 22, 2024 with the excess of purchase price over estimated fair value of the identified net assets recognized as goodwill. Certain information necessary to complete the purchase price allocation is not yet available, including, but not limited to, final income tax computations and final appraisals of assets acquired and liabilities assumed. The Company expects to complete the purchase price allocation once it has received all necessary information, at which time the value of the assets acquired and liabilities assumed will be revised if necessary. During the three months ended March 31, 2025, the Company recorded purchase accounting adjustments primarily related to deferred income taxes based on updated income tax computations as well as investments in unconsolidated entities and property, plant and equipment based on updated appraisal estimates.
| Preliminary Purchase Price Allocation | |||||
| (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 | 9,375,935 | ||||
| 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 | $ | 13,176,753 | |||
| 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 | ||||
| Other liabilities and credits | 152,271 | ||||
| Amount attributable to liabilities assumed | $ | 9,249,046 | |||
| Goodwill | $ | 2,066,526 |
EQT CORPORATION AND SUBSIDIARIES
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 $1,236 million to synergies expected from the vertical integration of the business, including from the elimination of contracted transportation and processing costs with Equitrans Midstream as the Company is unable to recognize intangible assets related to its significant long-term customer contracts with Equitrans Midstream, as such contracts became intercompany transactions upon the closing of the Equitrans Midstream Merger. In addition, the Company attributed $831 million of total goodwill to additional deferred tax liabilities that arose from the differences between the preliminary purchase price allocation based on fair value and tax basis that carried over from Equitrans Midstream to the Company. The Company allocated all of the goodwill from the Equitrans Midstream Merger to the Company's Transmission segment. Differences between the preliminary purchase price allocation and the final purchase price allocation may change the amount of goodwill recognized.
See Note 5 for a description of the fair value hierarchy.
Olympus Energy Acquisition.
On April 22, 2025, the Company entered into a purchase agreement (the Olympus Energy Purchase Agreement) with Olympus Energy Holdings LLC, Hyperion Midstream LLC and Bow & Arrow Land Company LLC (collectively, Olympus Energy), pursuant to which the Company agreed to acquire certain upstream and midstream assets of Olympus Energy (the Olympus Energy Acquisition), including approximately 90,000 net acres with approximately 500 MMcf per day of net production, for consideration of approximately 26 million shares of EQT common stock and $500 million in cash, as adjusted pursuant to customary closing purchase price adjustments. The Company expects to fund the cash consideration with cash on hand and borrowings under EQT's revolving credit facility. The Olympus Energy Purchase Agreement has an effective date of March 31, 2025. The Olympus Energy Acquisition is expected to close in the third quarter of 2025, subject to regulatory approvals and the satisfaction of customary closing conditions. Upon execution of the Olympus Energy Purchase Agreement, the Company deposited $90 million into an escrow account, which will be credited toward the cash consideration upon the closing of the Olympus Energy Acquisition.
EQT CORPORATION AND SUBSIDIARIES
Management's Discussion and Analysis of Financial Condition and Results of Operations
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