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 September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| (Thousands, except per share amounts) | |||||||||||||||||||||||
| Operating revenues: | |||||||||||||||||||||||
| Sales of natural gas, natural gas liquids and oil | $ | 1,677,617 | $ | 1,099,752 | $ | 5,622,843 | $ | 3,293,174 | |||||||||||||||
| Gain on derivatives | 135,784 | 66,816 | 176,829 | 234,660 | |||||||||||||||||||
| Pipeline and other | 145,170 | 117,234 | 456,468 | 120,748 | |||||||||||||||||||
| Total operating revenues | 1,958,571 | 1,283,802 | 6,256,140 | 3,648,582 | |||||||||||||||||||
| Operating expenses: | |||||||||||||||||||||||
| Transportation and processing | 377,133 | 440,845 | 1,144,458 | 1,529,093 | |||||||||||||||||||
| Production | 98,302 | 93,842 | 278,258 | 273,042 | |||||||||||||||||||
| Operating and maintenance | 60,302 | 40,518 | 161,582 | 65,824 | |||||||||||||||||||
| Exploration | 331 | 282 | 2,655 | 2,576 | |||||||||||||||||||
| Selling, general and administrative | 98,720 | 88,470 | 271,770 | 228,730 | |||||||||||||||||||
| Depreciation, depletion and amortization | 688,382 | 589,299 | 1,932,628 | 1,542,031 | |||||||||||||||||||
| (Gain) loss on sale/exchange of long-lived assets | (5,623) | 10,117 | (2,402) | (309,865) | |||||||||||||||||||
| Impairment and expiration of leases | 3,476 | 12,095 | 9,391 | 58,963 | |||||||||||||||||||
| Other operating expenses | 34,338 | 290,174 | 224,302 | 354,337 | |||||||||||||||||||
| Total operating expenses | 1,355,361 | 1,565,642 | 4,022,642 | 3,744,731 | |||||||||||||||||||
| Operating income (loss) | 603,210 | (281,840) | 2,233,498 | (96,149) | |||||||||||||||||||
| Income from investments | (44,638) | (34,242) | (138,274) | (36,674) | |||||||||||||||||||
| Other income | (472) | (3,960) | (3,711) | (23,596) | |||||||||||||||||||
| Loss on debt extinguishment | 1,909 | 365 | 19,478 | 5,651 | |||||||||||||||||||
| Interest expense, net | 109,929 | 158,299 | 333,166 | 268,390 | |||||||||||||||||||
| Income (loss) before income taxes | 536,482 | (402,302) | 2,022,839 | (309,920) | |||||||||||||||||||
| Income tax expense (benefit) | 129,266 | (104,870) | 443,549 | (124,790) | |||||||||||||||||||
| Net income (loss) | 407,216 | (297,432) | 1,579,290 | (185,130) | |||||||||||||||||||
| Less: Net income attributable to noncontrolling interests | 71,354 | 3,391 | 217,142 | 2,688 | |||||||||||||||||||
| Net income (loss) attributable to EQT Corporation | $ | 335,862 | $ | (300,823) | $ | 1,362,148 | $ | (187,818) | |||||||||||||||
| Income (loss) per share of common stock attributable to EQT Corporation: | |||||||||||||||||||||||
| Basic: | |||||||||||||||||||||||
| Weighted average common stock outstanding | 624,532 | 559,603 | 607,245 | 480,354 | |||||||||||||||||||
| Net income (loss) attributable to EQT Corporation | $ | 0.54 | $ | (0.54) | $ | 2.24 | $ | (0.39) | |||||||||||||||
| Diluted (Note 10): | |||||||||||||||||||||||
| Weighted average common stock outstanding | 628,324 | 559,603 | 611,427 | 480,354 | |||||||||||||||||||
| Net income (loss) attributable to EQT Corporation | $ | 0.53 | $ | (0.54) | $ | 2.23 | $ | (0.39) |
The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.
EQT CORPORATION AND SUBSIDIARIES
STATEMENTS OF CONDENSED CONSOLIDATED COMPREHENSIVE INCOME (LOSS) (UNAUDITED)
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| (Thousands) | |||||||||||||||||||||||
| Net income (loss) | $ | 407,216 | $ | (297,432) | $ | 1,579,290 | $ | (185,130) | |||||||||||||||
| Other comprehensive income (loss), net of tax: | |||||||||||||||||||||||
| Other postretirement benefits liability adjustment, net of tax: $54, $13, $136 and $39 | 60 | 28 | 151 | 114 | |||||||||||||||||||
| Comprehensive income (loss) | 407,276 | (297,404) | 1,579,441 | (185,016) | |||||||||||||||||||
| Less: Comprehensive income attributable to noncontrolling interests | 71,354 | 3,391 | 217,142 | 2,688 | |||||||||||||||||||
| Comprehensive income (loss) attributable to EQT Corporation | $ | 335,922 | $ | (300,795) | $ | 1,362,299 | $ | (187,704) |
The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.
EQT CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
| September 30, 2025 | December 31, 2024 | ||||||||||
| (Thousands) | |||||||||||
| ASSETS | |||||||||||
| Current assets: | |||||||||||
| Cash and cash equivalents | $ | 235,736 | $ | 202,093 | |||||||
| Accounts receivable (less allowance for credit losses: $1,127 and $12,529) | 803,909 | 1,132,608 | |||||||||
| Derivative instruments, at fair value | 123,559 | 143,581 | |||||||||
| Income tax receivable | — | 97,378 | |||||||||
| Prepaid expenses and other | 103,788 | 139,019 | |||||||||
| Total current assets | 1,266,992 | 1,714,679 | |||||||||
| Property, plant and equipment | 47,904,599 | 44,505,504 | |||||||||
| Less: Accumulated depreciation and depletion | 14,294,604 | 12,757,686 | |||||||||
| Net property, plant and equipment | 33,609,995 | 31,747,818 | |||||||||
| Investments in unconsolidated entities | 3,600,537 | 3,617,397 | |||||||||
| Net intangible assets | 204,179 | 215,257 | |||||||||
| Goodwill | 2,062,462 | 2,079,481 | |||||||||
| Other assets | 451,125 | 455,623 | |||||||||
| Total assets | $ | 41,195,290 | $ | 39,830,255 | |||||||
| LIABILITIES AND EQUITY | |||||||||||
| Current liabilities: | |||||||||||
| Current portion of debt | $ | 506,690 | $ | 320,800 | |||||||
| Accounts payable | 1,119,957 | 1,177,656 | |||||||||
| Derivative instruments, at fair value | 189,635 | 446,519 | |||||||||
| Accrued interest | 135,331 | 167,157 | |||||||||
| Other current liabilities | 239,833 | 349,417 | |||||||||
| Total current liabilities | 2,191,446 | 2,461,549 | |||||||||
| Revolving credit facility borrowings | 278,000 | 150,000 | |||||||||
| Senior notes | 7,433,132 | 8,853,377 | |||||||||
| Deferred income taxes | 3,265,089 | 2,851,103 | |||||||||
| Asset retirement obligations and other liabilities | 1,237,320 | 1,236,090 | |||||||||
| Total liabilities | 14,404,987 | 15,552,119 | |||||||||
| Equity: | |||||||||||
| Common stock, no par value, shares authorized: 1,280,000, shares issued: 624,064 and 596,870 | 19,490,656 | 18,014,711 | |||||||||
| Retained earnings | 3,663,136 | 2,585,238 | |||||||||
| Accumulated other comprehensive loss | (2,170) | (2,321) | |||||||||
| Total common shareholders' equity | 23,151,622 | 20,597,628 | |||||||||
| Noncontrolling interest in consolidated subsidiaries | 3,638,681 | 3,680,508 | |||||||||
| Total equity | 26,790,303 | 24,278,136 | |||||||||
| Total liabilities and equity | $ | 41,195,290 | $ | 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)
| Nine Months Ended September 30, | |||||||||||
| 2025 | 2024 | ||||||||||
| (Thousands) | |||||||||||
| Cash flows from operating activities: | |||||||||||
| Net income (loss) | $ | 1,579,290 | $ | (185,130) | |||||||
| Adjustments to reconcile net income (loss) to net cash provided by operating activities: | |||||||||||
| Deferred income tax expense (benefit) | 446,674 | (123,725) | |||||||||
| Depreciation, depletion and amortization | 1,932,628 | 1,542,031 | |||||||||
| Gain on sale/exchange of long-lived assets | (2,402) | (309,865) | |||||||||
| Impairments | 9,391 | 58,963 | |||||||||
| Income from investments | (138,274) | (36,674) | |||||||||
| Loss on debt extinguishment | 19,478 | 5,651 | |||||||||
| Share-based compensation expense | 43,824 | 141,578 | |||||||||
| Distributions from equity method investments | 202,560 | 11,187 | |||||||||
| Other | 7,836 | 13,160 | |||||||||
| Gain on derivatives | (176,829) | (234,660) | |||||||||
| Net cash settlements (paid) received on derivatives | (118,390) | 1,037,321 | |||||||||
| Net premiums paid on derivatives | — | (41,970) | |||||||||
| Changes in other assets and liabilities: | |||||||||||
| Accounts receivable | 296,345 | 331,452 | |||||||||
| Accounts payable | (4,487) | (122,252) | |||||||||
| Income tax receivable and payable | 97,378 | 815 | |||||||||
| Other current assets | 42,697 | (10,965) | |||||||||
| Other items, net | (237,154) | (6,220) | |||||||||
| Net cash provided by operating activities | 4,000,565 | 2,070,697 | |||||||||
| Cash flows from investing activities: | |||||||||||
| Capital expenditures | (1,675,691) | (1,662,112) | |||||||||
| Cash paid for acquisitions, net of cash acquired | (484,807) | (864,242) | |||||||||
| Net cash (paid) received for sale/exchange of assets | (8,603) | 451,906 | |||||||||
| Capital contributions to equity method investments | (44,406) | (87,804) | |||||||||
| Other investing activities | (10,388) | (80) | |||||||||
| Net cash used in investing activities | (2,223,895) | (2,162,332) | |||||||||
| Cash flows from financing activities: | |||||||||||
| Proceeds from revolving credit facility borrowings | 3,018,000 | 3,578,000 | |||||||||
| Repayment of revolving credit facility borrowings | (3,210,800) | (2,316,000) | |||||||||
| Proceeds from issuance of debt | — | 750,000 | |||||||||
| Proceeds from net settlement of Capped Call Transactions (Note 7) | — | 93,290 | |||||||||
| Debt issuance costs | (9,623) | (18,854) | |||||||||
| Repayment and retirement of debt | (905,698) | (1,655,706) | |||||||||
| Net premiums paid on debt extinguishment | (29,507) | (1,543) | |||||||||
| Dividends paid | (286,662) | (232,603) | |||||||||
| Distributions to noncontrolling interest | (259,217) | (1,640) | |||||||||
| Cash paid for taxes to net settle share-based incentive awards | (53,830) | (92,492) | |||||||||
| Other financing activities | (5,690) | (2,814) | |||||||||
| Net cash (used in) provided by financing activities | (1,743,027) | 99,638 | |||||||||
| Net change in cash and cash equivalents | 33,643 | 8,003 | |||||||||
| Cash and cash equivalents at beginning of period | 202,093 | 80,977 | |||||||||
| Cash and cash equivalents at end of period | $ | 235,736 | $ | 88,980 |
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 July 1, 2024 | 441,597 | $ | 12,464,492 | $ | 2,655,940 | $ | (2,598) | $ | 6,914 | $ | 15,124,748 | ||||||||||||||||||||||||
| Comprehensive loss, net of tax: | |||||||||||||||||||||||||||||||||||
| Net (loss) income | (300,823) | 3,391 | (297,432) | ||||||||||||||||||||||||||||||||
| Other postretirement benefits liability adjustment, net of tax: $13 | 28 | 28 | |||||||||||||||||||||||||||||||||
| Dividends ($0.1575 per share) | (94,031) | (94,031) | |||||||||||||||||||||||||||||||||
| Share-based compensation plans | 2,243 | 63,143 | 63,143 | ||||||||||||||||||||||||||||||||
| Equitrans Midstream Merger (Note 11) | 152,428 | 5,548,608 | 144,894 | 5,693,502 | |||||||||||||||||||||||||||||||
| Distributions to noncontrolling interest | (1,640) | (1,640) | |||||||||||||||||||||||||||||||||
| Balance at September 30, 2024 | 596,268 | $ | 18,076,243 | $ | 2,261,086 | $ | (2,570) | $ | 153,559 | $ | 20,488,318 | ||||||||||||||||||||||||
| Balance at July 1, 2025 | 598,812 | $ | 17,999,758 | $ | 3,425,732 | $ | (2,230) | $ | 3,674,590 | $ | 25,097,850 | ||||||||||||||||||||||||
| Comprehensive income, net of tax: | |||||||||||||||||||||||||||||||||||
| Net income | 335,862 | 71,354 | 407,216 | ||||||||||||||||||||||||||||||||
| Other postretirement benefits liability adjustment, net of tax: $54 | 60 | 60 | |||||||||||||||||||||||||||||||||
| Dividends ($0.1575 per share) | (98,458) | (98,458) | |||||||||||||||||||||||||||||||||
| Share-based compensation plans | 23 | 19,533 | 19,533 | ||||||||||||||||||||||||||||||||
| Olympus Energy Acquisition (Note 11) | 25,229 | 1,471,365 | 1,471,365 | ||||||||||||||||||||||||||||||||
| Distributions to noncontrolling interest | (107,263) | (107,263) | |||||||||||||||||||||||||||||||||
| Balance at September 30, 2025 | 624,064 | $ | 19,490,656 | $ | 3,663,136 | $ | (2,170) | $ | 3,638,681 | $ | 26,790,303 |
For all periods presented, there were 3 million preferred shares authorized and 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 | 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 loss, net of tax: | |||||||||||||||||||||||||||||||||||
| Net (loss) income | (187,818) | 2,688 | (185,130) | ||||||||||||||||||||||||||||||||
| Other postretirement benefits liability adjustment, net of tax: $39 | 114 | 114 | |||||||||||||||||||||||||||||||||
| Dividends ($0.4725 per share) | (232,994) | (232,994) | |||||||||||||||||||||||||||||||||
| Share-based compensation plans | 3,952 | 54,751 | 54,751 | ||||||||||||||||||||||||||||||||
| Convertible Notes settlements (Note 7) | 19,992 | 285,608 | 285,608 | ||||||||||||||||||||||||||||||||
| Net settlement of Capped Call Transactions (Note 7) | 93,290 | 93,290 | |||||||||||||||||||||||||||||||||
| Equitrans Midstream Merger (Note 11) | 152,428 | 5,548,608 | 144,894 | 5,693,502 | |||||||||||||||||||||||||||||||
| Distributions to noncontrolling interest | (1,640) | (1,640) | |||||||||||||||||||||||||||||||||
| Balance at September 30, 2024 | 596,268 | $ | 18,076,243 | $ | 2,261,086 | $ | (2,570) | $ | 153,559 | $ | 20,488,318 | ||||||||||||||||||||||||
| Balance at January 1, 2025 | 596,870 | $ | 18,014,711 | $ | 2,585,238 | $ | (2,321) | $ | 3,680,508 | $ | 24,278,136 | ||||||||||||||||||||||||
| Comprehensive income, net of tax: | |||||||||||||||||||||||||||||||||||
| Net income | 1,362,148 | 217,142 | 1,579,290 | ||||||||||||||||||||||||||||||||
| Other postretirement benefits liability adjustment, net of tax: $136 | 151 | 151 | |||||||||||||||||||||||||||||||||
| Dividends ($0.4725 per share) | (284,250) | (284,250) | |||||||||||||||||||||||||||||||||
| Share-based compensation plans | 1,965 | 4,205 | 4,205 | ||||||||||||||||||||||||||||||||
| Olympus Energy Acquisition (Note 11) | 25,229 | 1,471,365 | 1,471,365 | ||||||||||||||||||||||||||||||||
| Equitrans Midstream Merger (Note 11) | 248 | 248 | |||||||||||||||||||||||||||||||||
| Change in ownership of consolidated subsidiary | 375 | 375 | |||||||||||||||||||||||||||||||||
| Distributions to noncontrolling interest | (259,217) | (259,217) | |||||||||||||||||||||||||||||||||
| Balance at September 30, 2025 | 624,064 | $ | 19,490,656 | $ | 3,663,136 | $ | (2,170) | $ | 3,638,681 | $ | 26,790,303 |
For all periods presented, there were 3 million preferred shares authorized and 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 Company's financial position as of September 30, 2025 and December 31, 2024, results of operations and changes in equity for the three and nine months ended September 30, 2025 and 2024 and cash flows for the nine months ended September 30, 2025 and 2024. Certain previously reported amounts have been reclassified to conform to the current period's presentation.
The Condensed Consolidated Balance Sheet at December 31, 2024 has been derived from the audited financial statements at that date. For further information, refer to the Consolidated Financial Statements and accompanying notes in EQT's Annual Report on Form 10-K for the year ended December 31, 2024.
Principles of Consolidation and Noncontrolling Interests. The Condensed Consolidated Financial Statements include the accounts of EQT and all subsidiaries, ventures and partnerships in which EQT directly or indirectly holds a controlling interest and variable interest entities for which EQT is the primary beneficiary. Intercompany accounts and transactions have been eliminated in consolidation. The Company records noncontrolling interest in its Condensed Consolidated Financial Statements for any non-wholly-owned consolidated subsidiary.
Supplemental Cash Flow Information. The following table summarizes net cash paid for interest and income taxes and non-cash activity included in the Statements of Condensed Consolidated Cash Flows.
| Nine Months Ended September 30, | |||||||||||
| 2025 | 2024 | ||||||||||
| (Thousands) | |||||||||||
| Cash paid (received) during the period for: | |||||||||||
| Interest, net of amount capitalized | $ | 355,666 | $ | 196,632 | |||||||
| Income taxes, net | (79,001) | 4,850 | |||||||||
| Non-cash activity during the period for: | |||||||||||
| Issuance of EQT common stock as consideration for acquisition (Note 11) | $ | 1,471,365 | $ | 5,548,608 | |||||||
| Increase in asset retirement costs and obligations | 22,267 | 7,947 | |||||||||
| Increase in right-of-use assets and lease liabilities, net | 20,322 | 11,501 | |||||||||
| Investments in unconsolidated entities | 17,981 | 17,598 | |||||||||
| Capitalization of non-cash equity share-based compensation | 14,211 | 5,273 | |||||||||
| Issuance of EQT common stock for Convertible Notes settlement (Note 7) | — | 285,608 | |||||||||
| First NEPA Non-Operated Asset Divestiture (Note 12) | — | 155,241 |
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
The Company has three reportable segments consisting of Production, Gathering and Transmission.
The Company's Production segment comprises the Company's natural gas, natural gas liquids (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 Company's investment in the MVP Joint Venture (defined in Note 8) is reported in its Transmission segment.
The accounting policies of the Company's reportable 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.
Items that are managed on a consolidated basis, including cash and cash equivalents, debt, income taxes and amounts related to the Company's headquarters function, and items related to the Company's energy transition initiatives have not been allocated to the Company's reportable segments and have been presented as "Other."
The Company's chief operating decision maker (CODM), Toby Rice, President and Chief Executive Officer, evaluates performance of, and allocates resources to, the Company's reportable segments using a profitability metric of operating income. The CODM compares each segment's operating income and return on assets when evaluating performance of the Company's reportable segments and considers actual-to-forecast variances in operating income when allocating capital and personnel to the Company's reportable segments. For the Company's Transmission segment, the CODM also reviews equity earnings recognized from, and the carrying value of, the Company's investment in the MVP Joint Venture.
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 information about segment revenue, segment profit or loss and significant segment expenses and include a reconciliation of total segment amounts to the Company's consolidated totals.
| Three Months Ended September 30, 2025 | |||||||||||||||||||||||||||||||||||
| Production | Gathering | Transmission | Total Segment | Intersegment Eliminations and Other | EQT Corporation | ||||||||||||||||||||||||||||||
| (Thousands) | |||||||||||||||||||||||||||||||||||
| Operating revenues: | |||||||||||||||||||||||||||||||||||
| Sales of natural gas, natural gas liquids and oil | $ | 1,677,617 | $ | — | $ | — | $ | 1,677,617 | $ | — | $ | 1,677,617 | |||||||||||||||||||||||
| Gain on derivatives | 135,784 | — | — | 135,784 | — | 135,784 | |||||||||||||||||||||||||||||
| Pipeline and other | 2,365 | 321,152 | 136,713 | 460,230 | (315,060) | 145,170 | |||||||||||||||||||||||||||||
| Total operating revenues | 1,815,766 | 321,152 | 136,713 | 2,273,631 | (315,060) | 1,958,571 | |||||||||||||||||||||||||||||
| Operating expenses (a): | |||||||||||||||||||||||||||||||||||
| Transportation and processing | 691,517 | — | — | 691,517 | (314,384) | 377,133 | |||||||||||||||||||||||||||||
| Production | 98,302 | — | — | 98,302 | — | 98,302 | |||||||||||||||||||||||||||||
| Operating and maintenance | — | 44,519 | 15,783 | 60,302 | — | 60,302 | |||||||||||||||||||||||||||||
| Exploration | 331 | — | — | 331 | — | 331 | |||||||||||||||||||||||||||||
| Selling, general and administrative | 58,579 | 15,750 | 8,728 | 83,057 | 15,663 | 98,720 | |||||||||||||||||||||||||||||
| Depreciation, depletion and amortization | 601,553 | 53,642 | 26,815 | 682,010 | 6,372 | 688,382 | |||||||||||||||||||||||||||||
| Gain on sale/exchange of long-lived assets | (5,589) | (12) | — | (5,601) | (22) | (5,623) | |||||||||||||||||||||||||||||
| Impairment and expiration of leases | 3,476 | — | — | 3,476 | — | 3,476 | |||||||||||||||||||||||||||||
| Other operating expenses (b) | (2,740) | 4,624 | — | 1,884 | 32,454 | 34,338 | |||||||||||||||||||||||||||||
| Total operating expenses | 1,445,429 | 118,523 | 51,326 | 1,615,278 | (259,917) | 1,355,361 | |||||||||||||||||||||||||||||
| Operating income (loss) | $ | 370,337 | $ | 202,629 | $ | 85,387 | $ | 658,353 | $ | (55,143) | $ | 603,210 |
(a)The significant expense categories and amounts presented align with information that is regularly provided to the CODM.
(b)Corporate other operating expenses consisted primarily of transaction costs related to the Olympus Energy Acquisition (defined in Note 11) and costs related to the Company's energy transition initiatives. See Note 11 for information on the Olympus Energy Acquisition.
EQT CORPORATION AND SUBSIDIARIES
Notes to the Condensed Consolidated Financial Statements (Unaudited)
| Three Months Ended September 30, 2024 | |||||||||||||||||||||||||||||||||||
| Production | Gathering | Transmission | Total Segment | Intersegment Eliminations and Other | EQT Corporation | ||||||||||||||||||||||||||||||
| (Thousands) | |||||||||||||||||||||||||||||||||||
| Operating revenues: | |||||||||||||||||||||||||||||||||||
| Sales of natural gas, natural gas liquids and oil | $ | 1,099,752 | $ | — | $ | — | $ | 1,099,752 | $ | — | $ | 1,099,752 | |||||||||||||||||||||||
| Gain (loss) on derivatives | 72,489 | (5,673) | — | 66,816 | — | 66,816 | |||||||||||||||||||||||||||||
| Pipeline and other | 5,826 | 276,829 | 87,384 | 370,039 | (252,805) | 117,234 | |||||||||||||||||||||||||||||
| Total operating revenues | 1,178,067 | 271,156 | 87,384 | 1,536,607 | (252,805) | 1,283,802 | |||||||||||||||||||||||||||||
| Operating expenses (a): | |||||||||||||||||||||||||||||||||||
| Transportation and processing | 693,670 | — | — | 693,670 | (252,825) | 440,845 | |||||||||||||||||||||||||||||
| Production | 93,842 | — | — | 93,842 | — | 93,842 | |||||||||||||||||||||||||||||
| Operating and maintenance | — | 30,712 | 9,806 | 40,518 | — | 40,518 | |||||||||||||||||||||||||||||
| Exploration | 282 | — | — | 282 | — | 282 | |||||||||||||||||||||||||||||
| Selling, general and administrative (b) | 62,952 | 11,366 | 5,492 | 79,810 | 8,660 | 88,470 | |||||||||||||||||||||||||||||
| Depreciation, depletion and amortization | 530,745 | 37,773 | 17,109 | 585,627 | 3,672 | 589,299 | |||||||||||||||||||||||||||||
| Loss on sale/exchange of long-lived assets | 9,708 | — | 409 | 10,117 | — | 10,117 | |||||||||||||||||||||||||||||
| Impairment and expiration of leases | 12,095 | — | — | 12,095 | — | 12,095 | |||||||||||||||||||||||||||||
| Other operating expenses (c) | 10,206 | — | — | 10,206 | 279,968 | 290,174 | |||||||||||||||||||||||||||||
| Total operating expenses | 1,413,500 | 79,851 | 32,816 | 1,526,167 | 39,475 | 1,565,642 | |||||||||||||||||||||||||||||
| Operating (loss) income | $ | (235,433) | $ | 191,305 | $ | 54,568 | $ | 10,440 | $ | (292,280) | $ | (281,840) |
(a)The significant expense categories and amounts presented align with information that is regularly provided to the CODM.
(b)Selling, general and administrative expense incurred prior to the Equitrans Midstream Merger (defined in Note 11) closing date was not recast for the Company's change in reportable segments from one reportable segment to three reportable segments as the necessary information was not available and the cost to develop such information would be excessive.
(c)Corporate other operating expenses consisted primarily of transaction costs related to the Equitrans Midstream Merger. See Note 11.
EQT CORPORATION AND SUBSIDIARIES
Notes to the Condensed Consolidated Financial Statements (Unaudited)
| Nine Months Ended September 30, 2025 | |||||||||||||||||||||||||||||||||||
| Production | Gathering | Transmission | Total Segment | Intersegment Eliminations and Other | EQT Corporation | ||||||||||||||||||||||||||||||
| (Thousands) | |||||||||||||||||||||||||||||||||||
| Operating revenues: | |||||||||||||||||||||||||||||||||||
| Sales of natural gas, natural gas liquids and oil | $ | 5,622,843 | $ | — | $ | — | $ | 5,622,843 | $ | — | $ | 5,622,843 | |||||||||||||||||||||||
| Gain on derivatives | 176,829 | — | — | 176,829 | — | 176,829 | |||||||||||||||||||||||||||||
| Pipeline and other | 5,919 | 976,734 | 417,567 | 1,400,220 | (943,752) | 456,468 | |||||||||||||||||||||||||||||
| Total operating revenues | 5,805,591 | 976,734 | 417,567 | 7,199,892 | (943,752) | 6,256,140 | |||||||||||||||||||||||||||||
| Operating expenses (a): | |||||||||||||||||||||||||||||||||||
| Transportation and processing | 2,086,256 | — | — | 2,086,256 | (941,798) | 1,144,458 | |||||||||||||||||||||||||||||
| Production | 278,258 | — | — | 278,258 | — | 278,258 | |||||||||||||||||||||||||||||
| Operating and maintenance | — | 121,425 | 40,157 | 161,582 | — | 161,582 | |||||||||||||||||||||||||||||
| Exploration | 2,655 | — | — | 2,655 | — | 2,655 | |||||||||||||||||||||||||||||
| Selling, general and administrative | 153,957 | 44,068 | 26,254 | 224,279 | 47,491 | 271,770 | |||||||||||||||||||||||||||||
| Depreciation, depletion and amortization | 1,685,965 | 157,098 | 72,750 | 1,915,813 | 16,815 | 1,932,628 | |||||||||||||||||||||||||||||
| (Gain) loss on sale/exchange of long-lived assets | (2,717) | (12) | 349 | (2,380) | (22) | (2,402) | |||||||||||||||||||||||||||||
| Impairment and expiration of leases | 9,391 | — | — | 9,391 | — | 9,391 | |||||||||||||||||||||||||||||
| Other operating expenses (b) | 22,593 | 14,920 | (536) | 36,977 | 187,325 | 224,302 | |||||||||||||||||||||||||||||
| Total operating expenses | 4,236,358 | 337,499 | 138,974 | 4,712,831 | (690,189) | 4,022,642 | |||||||||||||||||||||||||||||
| Operating income (loss) | $ | 1,569,233 | $ | 639,235 | $ | 278,593 | $ | 2,487,061 | $ | (253,563) | $ | 2,233,498 |
(a)The significant expense categories and amounts presented align with information that is regularly provided to the CODM.
(b)Corporate other operating expenses consisted primarily of legal reserves related to the Securities Class Action (defined in Note 13), transaction costs related to the Olympus Energy Acquisition and costs related to the Company's energy transition initiatives. See Notes 13 and 11 for information on the Securities Class Action and Olympus Energy Acquisition, respectively.
EQT CORPORATION AND SUBSIDIARIES
Notes to the Condensed Consolidated Financial Statements (Unaudited)
| Nine Months Ended September 30, 2024 | |||||||||||||||||||||||||||||||||||
| Production | Gathering | Transmission | Total Segment | Intersegment Eliminations and Other | EQT Corporation | ||||||||||||||||||||||||||||||
| (Thousands) | |||||||||||||||||||||||||||||||||||
| Operating revenues: | |||||||||||||||||||||||||||||||||||
| Sales of natural gas, natural gas liquids and oil | $ | 3,293,174 | $ | — | $ | — | $ | 3,293,174 | $ | — | $ | 3,293,174 | |||||||||||||||||||||||
| Gain (loss) on derivatives | 240,333 | (5,673) | — | 234,660 | — | 234,660 | |||||||||||||||||||||||||||||
| Pipeline and other | 2,757 | 415,491 | 87,384 | 505,632 | (384,884) | 120,748 | |||||||||||||||||||||||||||||
| Total operating revenues | 3,536,264 | 409,818 | 87,384 | 4,033,466 | (384,884) | 3,648,582 | |||||||||||||||||||||||||||||
| Operating expenses (a): | |||||||||||||||||||||||||||||||||||
| Transportation and processing | 1,914,010 | — | — | 1,914,010 | (384,917) | 1,529,093 | |||||||||||||||||||||||||||||
| Production | 273,042 | — | — | 273,042 | — | 273,042 | |||||||||||||||||||||||||||||
| Operating and maintenance | — | 56,018 | 9,806 | 65,824 | — | 65,824 | |||||||||||||||||||||||||||||
| Exploration | 2,576 | — | — | 2,576 | — | 2,576 | |||||||||||||||||||||||||||||
| Selling, general and administrative (b) | 203,212 | 11,366 | 5,492 | 220,070 | 8,660 | 228,730 | |||||||||||||||||||||||||||||
| Depreciation, depletion and amortization | 1,470,966 | 45,282 | 17,109 | 1,533,357 | 8,674 | 1,542,031 | |||||||||||||||||||||||||||||
| (Gain) loss on sale/exchange of long-lived assets | (310,252) | (22) | 409 | (309,865) | — | (309,865) | |||||||||||||||||||||||||||||
| Impairment and expiration of leases | 58,963 | — | — | 58,963 | — | 58,963 | |||||||||||||||||||||||||||||
| Other operating expenses (c) | 23,650 | — | — | 23,650 | 330,687 | 354,337 | |||||||||||||||||||||||||||||
| Total operating expenses | 3,636,167 | 112,644 | 32,816 | 3,781,627 | (36,896) | 3,744,731 | |||||||||||||||||||||||||||||
| Operating (loss) income | $ | (99,903) | $ | 297,174 | $ | 54,568 | $ | 251,839 | $ | (347,988) | $ | (96,149) |
(a)The significant expense categories and amounts presented align with information that is regularly provided to the CODM.
(b)Selling, general and administrative expense incurred prior to the Equitrans Midstream Merger closing date was not recast for the Company's change in reportable segments from one reportable segment to three reportable segments as the necessary information was not available and the cost to develop such information would be excessive.
(c)Corporate other operating expenses consisted primarily of transaction costs related to the Equitrans Midstream Merger. See Note 11.
EQT CORPORATION AND SUBSIDIARIES
Notes to the Condensed Consolidated Financial Statements (Unaudited)
Reconciliation of total segment operating income to consolidated income (loss) before income taxes.
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| (Thousands) | |||||||||||||||||||||||
| Total segment operating income | $ | 658,353 | $ | 10,440 | $ | 2,487,061 | $ | 251,839 | |||||||||||||||
| Less: | |||||||||||||||||||||||
| Intersegment eliminations | 686 | — | 2,075 | — | |||||||||||||||||||
| Unallocated revenue | (10) | (20) | (121) | (33) | |||||||||||||||||||
| Unallocated amounts: | |||||||||||||||||||||||
| Corporate selling, general and administrative | 15,663 | 8,660 | 47,491 | 8,660 | |||||||||||||||||||
| Corporate depreciation and amortization | 6,372 | 3,672 | 16,815 | 8,674 | |||||||||||||||||||
| Gain on sale/exchange of long-lived assets | (22) | — | (22) | — | |||||||||||||||||||
| Corporate other operating expenses (a) | 32,454 | 279,968 | 187,325 | 330,687 | |||||||||||||||||||
| Income from investments (b) | (44,638) | (34,242) | (138,274) | (36,674) | |||||||||||||||||||
| Other income | (472) | (3,960) | (3,711) | (23,596) | |||||||||||||||||||
| Loss on debt extinguishment | 1,909 | 365 | 19,478 | 5,651 | |||||||||||||||||||
| Interest expense, net | 109,929 | 158,299 | 333,166 | 268,390 | |||||||||||||||||||
| Income (loss) before income taxes | $ | 536,482 | $ | (402,302) | $ | 2,022,839 | $ | (309,920) |
(a)For the three months ended September 30, 2025, corporate other operating expenses consisted primarily of transaction costs related to the Olympus Energy Acquisition and costs related to the Company's energy transition initiatives. For the nine months ended September 30, 2025, corporate other operating expenses consisted primarily of legal reserves related to the Securities Class Action, transaction costs related to the Olympus Energy Acquisition and costs related to the Company's energy transition initiatives. For both the three and nine months ended September 30, 2024, corporate other operating expenses consisted primarily of transaction costs related to the Equitrans Midstream Merger.
(b)Income from investments includes equity earnings from the Company's investment in the MVP Joint Venture of $42.9 million and $35.6 million for the three months ended September 30, 2025 and 2024, respectively, and $108.9 million and $35.6 million for the nine months ended September 30, 2025 and 2024, respectively.
Total segment assets. The following table presents information about segment assets. The Company's investment in the MVP Joint Venture is presented in investments in unconsolidated entities in the Condensed Consolidated Balance Sheets.
| Production | Gathering | Transmission | Total Segment | ||||||||||||||||||||
| September 30, 2025 | (Thousands) | ||||||||||||||||||||||
| Investment in the MVP Joint Venture | $ | — | $ | — | $ | 3,481,773 | $ | 3,481,773 | |||||||||||||||
| Goodwill | — | — | 1,231,783 | 1,231,783 | |||||||||||||||||||
| Other segment assets | 23,641,401 | 8,601,123 | 2,896,820 | 35,139,344 | |||||||||||||||||||
| Total assets | $ | 23,641,401 | $ | 8,601,123 | $ | 7,610,376 | $ | 39,852,900 | |||||||||||||||
| September 30, 2024 | |||||||||||||||||||||||
| Investment in the MVP Joint Venture | $ | — | $ | — | $ | 3,358,346 | $ | 3,358,346 | |||||||||||||||
| Goodwill | — | — | 1,289,759 | 1,289,759 | |||||||||||||||||||
| Other segment assets | 22,890,299 | 8,187,601 | 2,962,486 | 34,040,386 | |||||||||||||||||||
| Total assets | $ | 22,890,299 | $ | 8,187,601 | $ | 7,610,591 | $ | 38,688,491 |
EQT CORPORATION AND SUBSIDIARIES
Notes to the Condensed Consolidated Financial Statements (Unaudited)
Reconciliation of total segment assets to consolidated total assets.
| September 30, | |||||||||||
| 2025 | 2024 | ||||||||||
| (Thousands) | |||||||||||
| Total segment assets | $ | 39,852,900 | $ | 38,688,491 | |||||||
| Intersegment eliminations | (246,454) | (281,577) | |||||||||
| Unallocated amounts: | |||||||||||
| Cash and cash equivalents | 235,736 | 88,980 | |||||||||
| Income tax receivable | — | 92,791 | |||||||||
| Other property, plant and equipment, at cost less accumulated depreciation | 109,136 | 99,183 | |||||||||
| Goodwill (a) | 830,679 | 888,477 | |||||||||
| Other | 413,293 | 369,244 | |||||||||
| Total assets | $ | 41,195,290 | $ | 39,945,589 |
(a)Represents goodwill attributable to additional deferred tax liabilities that arose from the differences between the fair value and tax bases of the Equitrans Midstream Merger purchase price allocation that carried over from Equitrans Midstream (defined in Note 11) to the Company. See Note 11.
Total segment capital expenditures. The following table presents information about segment capital expenditures.
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| (Thousands) | |||||||||||||||||||||||
| Production | $ | 490,874 | $ | 454,772 | $ | 1,349,069 | $ | 1,539,904 | |||||||||||||||
| Gathering | 104,998 | 79,597 | 263,185 | 111,644 | |||||||||||||||||||
| Transmission | 13,000 | 10,118 | 35,918 | 10,118 | |||||||||||||||||||
| Total segment capital expenditures | 608,872 | 544,487 | 1,648,172 | 1,661,666 | |||||||||||||||||||
| Other corporate items | 9,021 | 13,402 | 20,724 | 21,345 | |||||||||||||||||||
| Total capital expenditures | $ | 617,893 | $ | 557,889 | $ | 1,668,896 | $ | 1,683,011 |
3. Revenue from Contracts with Customers
Sales of natural gas, NGLs and oil. Under the Company's natural gas, NGLs and oil sales contracts, the Company generally considers the delivery of each unit (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.
EQT CORPORATION AND SUBSIDIARIES
Notes to the Condensed Consolidated Financial Statements (Unaudited)
The sales of natural gas, NGLs and oil presented in the Statements of Condensed Consolidated Operations represent the Company's share of revenues net of royalties and exclude revenue interests owned by others. When selling natural gas, NGLs and oil on behalf of royalty or working interest owners, the Company acts as an agent and, thus, reports the revenue on a net basis.
Pipeline revenue. The Company provides gathering, transmission and storage services under firm and interruptible service contracts.
Firm service contracts generally require the customer to pay a firm reservation fee, which is a fixed, monthly fee to reserve an agreed upon amount of pipeline or storage capacity regardless of whether the customer uses the capacity. Under its firm service contracts, the Company has a stand-ready obligation to provide the firm service over the life of the contract. The performance obligation for revenue from firm reservation fees is satisfied over time as the pipeline capacity is made available to the customer. As such, the Company recognizes firm reservation fee revenue evenly over the contract period using a time-elapsed output method to measure progress.
Volumetric-based fees, which are charges based on the volume of gas gathered, transported or stored, can also be charged under firm service contracts for each firm contracted volume gathered, transported or stored as well as for volumes gathered, transported or stored in excess of the firm contracted volume so long as capacity exists.
Interruptible service contracts require the customer to pay volumetric-based fees and generally do not guarantee access to the pipeline or storage facility.
The performance obligation for revenue from volumetric-based fees is generally satisfied upon the Company's monthly invoicing to the customer for volumes gathered, transported or stored during the month. The amount invoiced generally corresponds directly to the value of the Company's performance to date as the customer obtains value as each volume is gathered, transported or stored. Gathering service contracts are invoiced on a one-month lag, with payment typically due within 21 days of the invoice date. Revenue for gathering services provided but not yet invoiced is estimated based on contract data, preliminary throughput and allocation measurements on a monthly basis. Transmission and storage service contracts are invoiced at the end of each calendar month, with payment typically due within 10 days of the invoice date.
For both firm reservation and volumetric-based fee revenues, the Company allocates the transaction price to each performance obligation based on the estimated relative standalone selling price. Any excess of consideration received over revenue recognized results in the deferral of those amounts until future periods based on a units-of-production or straight-line methodology as these methods align with the consumption of services provided to the customer. The units-of-production methodology requires the use of judgment to estimate future production volumes.
Certain of the Company's gathering service agreements are structured with minimum volume commitments (MVCs), which specify minimum quantities that the customer will be charged regardless of whether such quantities are gathered. Revenue is recognized for MVCs when the performance obligation has been met, which is the earlier of when the gas is gathered or when the likelihood that the customer will be able to meet its MVC is remote. If a customer fails to meet its MVC for a specified period (thus not exercising all the contractual rights to gathering services within the specified period), the customer is obligated to pay a contractually-determined fee based on the shortfall between actual volume gathered and the MVC.
EQT CORPORATION AND SUBSIDIARIES
Notes to the Condensed Consolidated Financial Statements (Unaudited)
Disaggregated revenue information. The table below provides disaggregated information on the Company's revenues. Certain other revenue contracts are outside the scope of ASU 2014-09, Revenue from Contracts with Customers. These contracts are reported in pipeline and other revenues in the Statements of Condensed Consolidated Operations. Derivative contracts are also outside the scope of ASU 2014-09.
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| (Thousands) | |||||||||||||||||||||||
| Revenues from contracts with customers: | |||||||||||||||||||||||
| Production sales | |||||||||||||||||||||||
| Natural gas | $ | 1,514,172 | $ | 938,911 | $ | 5,103,327 | $ | 2,791,190 | |||||||||||||||
| NGLs | 139,326 | 139,697 | 458,246 | 435,581 | |||||||||||||||||||
| Oil | 24,119 | 21,144 | 61,270 | 66,403 | |||||||||||||||||||
| Sales of natural gas, NGLs and oil | 1,677,617 | 1,099,752 | 5,622,843 | 3,293,174 | |||||||||||||||||||
| Gathering pipeline revenue | |||||||||||||||||||||||
| Firm reservation fee (a) | 144,259 | 136,752 | 480,547 | 136,752 | |||||||||||||||||||
| Volumetric-based fee | 176,893 | 140,077 | 496,187 | 278,739 | |||||||||||||||||||
| Total Gathering pipeline revenue | 321,152 | 276,829 | 976,734 | 415,491 | |||||||||||||||||||
| Transmission pipeline revenues | |||||||||||||||||||||||
| Firm reservation fee | 101,914 | 73,034 | 316,301 | 73,034 | |||||||||||||||||||
| Volumetric-based fee | 34,799 | 14,350 | 101,266 | 14,350 | |||||||||||||||||||
| Total Transmission pipeline revenue | 136,713 | 87,384 | 417,567 | 87,384 | |||||||||||||||||||
| Intersegment eliminations and other | (315,060) | (252,805) | (943,752) | (384,884) | |||||||||||||||||||
| Total revenues from contracts with customers (b) | 1,820,422 | 1,211,160 | 6,073,392 | 3,411,165 | |||||||||||||||||||
| Other sources of revenue: | |||||||||||||||||||||||
| Gain on derivatives | 135,784 | 66,816 | 176,829 | 234,660 | |||||||||||||||||||
| Other | 2,365 | 5,826 | 5,919 | 2,757 | |||||||||||||||||||
| Total other sources of revenue | 138,149 | 72,642 | 182,748 | 237,417 | |||||||||||||||||||
| Total operating revenues | $ | 1,958,571 | $ | 1,283,802 | $ | 6,256,140 | $ | 3,648,582 |
(a)Firm reservation fee revenue included unbilled revenues supported by MVCs of approximately $4.1 million and $1.8 million for the three months ended September 30, 2025 and 2024, respectively, and $15.3 million and $1.8 million for the nine months ended September 30, 2025 and 2024, respectively.
(b)For contracts with customers where the Company's performance obligations had been satisfied and an unconditional right to consideration existed as of the balance sheet date, the Company recorded in accounts receivable amounts due from contracts with customers of $644.8 million and $939.9 million as of September 30, 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 September 30, 2025. The table excludes contracts that qualified for the exception to the relative standalone selling price method as of September 30, 2025.
| 2025 (a) | 2026 | 2027 | 2028 | 2029 | Thereafter | Total | |||||||||||||||||||||||||||||||||||
| (Thousands) | |||||||||||||||||||||||||||||||||||||||||
| Production natural gas sales | $ | — | $ | 1,341 | $ | 1,978 | $ | — | $ | — | $ | — | $ | 3,319 | |||||||||||||||||||||||||||
| Gathering firm reservation fee revenue: | |||||||||||||||||||||||||||||||||||||||||
| Third-party contracts | 25,316 | 96,774 | 85,998 | 85,998 | 85,998 | 373,259 | 753,343 | ||||||||||||||||||||||||||||||||||
| Affiliate contracts | 27,068 | 101,791 | 101,450 | 97,701 | 97,701 | 1,507,675 | 1,933,386 | ||||||||||||||||||||||||||||||||||
| Total Gathering firm reservation fee revenue | 52,384 | 198,565 | 187,448 | 183,699 | 183,699 | 1,880,934 | 2,686,729 | ||||||||||||||||||||||||||||||||||
| Gathering revenues supported by MVCs: | |||||||||||||||||||||||||||||||||||||||||
| Third-party contracts | 22,647 | 96,712 | 89,538 | 80,871 | 67,647 | 190,021 | 547,436 | ||||||||||||||||||||||||||||||||||
| Affiliate contracts | 97,062 | 397,966 | 410,622 | 411,741 | 410,621 | 2,042,451 | 3,770,463 | ||||||||||||||||||||||||||||||||||
| Total Gathering revenues supported by MVCs | 119,709 | 494,678 | 500,160 | 492,612 | 478,268 | 2,232,472 | 4,317,899 | ||||||||||||||||||||||||||||||||||
| Transmission firm reservation fee revenue: | |||||||||||||||||||||||||||||||||||||||||
| Third-party contracts | 50,616 | 178,888 | 173,890 | 170,635 | 168,020 | 819,984 | 1,562,033 | ||||||||||||||||||||||||||||||||||
| Affiliate contracts | 73,556 | 262,575 | 261,047 | 260,715 | 260,383 | 1,964,638 | 3,082,914 | ||||||||||||||||||||||||||||||||||
| Total Transmission firm reservation fee revenue | 124,172 | 441,463 | 434,937 | 431,350 | 428,403 | 2,784,622 | 4,644,947 | ||||||||||||||||||||||||||||||||||
| Total | $ | 296,265 | $ | 1,136,047 | $ | 1,124,523 | $ | 1,107,661 | $ | 1,090,370 | $ | 6,898,028 | $ | 11,652,894 |
(a)October 1 through December 31.
As of September 30, 2025, based on total projected contractual revenues, the Company's firm gathering contracts had weighted average remaining terms of approximately 10 years for third-party contracts and 13 years for affiliate contracts.
As of September 30, 2025, based on total projected contractual revenues, the Company's firm transmission and storage contracts had weighted average remaining terms of approximately 10 years for third-party contracts and 13 years for affiliate contracts.
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.
EQT CORPORATION AND SUBSIDIARIES
Notes to the Condensed Consolidated Financial Statements (Unaudited)
The Company does not designate any of its derivative instruments as cash flow hedges; therefore, all changes in fair value of the Company's derivative instruments are recognized in operating revenues in gain on derivatives in the Statements of Condensed Consolidated Operations. 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 1,068 billion cubic feet (Bcf) of natural gas and 5,114 thousand barrels (Mbbl) of NGLs as of September 30, 2025 and 2,189 Bcf of natural gas and 2,562 Mbbl of NGLs as of December 31, 2024. The open positions at both September 30, 2025 and December 31, 2024 had maturities extending through December 2030.
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 September 30, 2025, EQT's senior notes were rated "Baa3" by Moody's, "BBB–" by S&P and "BBB–" by Fitch.
When the net fair value of any of the Company's OTC derivative instrument contracts represents a liability to the Company that is in excess of the agreed-upon dollar threshold for the Company's then-applicable credit rating, the counterparty has the right to require the Company to remit funds as a margin deposit in an amount equal to the portion of the derivative liability that is in excess of the dollar threshold amount. The Company records these deposits as a current asset in the Condensed Consolidated Balance Sheets. As of September 30, 2025 and December 31, 2024, the aggregate fair value of the Company's OTC derivative instruments with credit rating risk-related contingent features in a net liability position was $43.2 million and $61.9 million, respectively, for which no deposits were required or recorded in the Condensed Consolidated Balance Sheets.
When the net fair value of any of the Company's OTC derivative instrument contracts represents an asset to the Company that is in excess of the agreed-upon dollar threshold for the counterparty's then-applicable credit rating, the Company has the right to require the counterparty to remit funds as a margin deposit in an amount equal to the portion of the derivative asset that is in excess of the dollar threshold amount. The Company records these deposits as a current liability in the Condensed Consolidated Balance Sheets. As of both September 30, 2025 and December 31, 2024, 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, 2025 and December 31, 2024, there was $53.0 million and $87.0 million, respectively, of such deposits recorded as a current asset 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, 2025 | |||||||||||||||||||||||
| Asset derivative instruments, at fair value | $ | 123,559 | $ | (83,916) | $ | — | $ | 39,643 | |||||||||||||||
| Liability derivative instruments, at fair value | 189,635 | (83,916) | (52,965) | 52,754 | |||||||||||||||||||
| 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) | |||||||||||||||||||||||
| September 30, 2025 | |||||||||||||||||||||||
| Asset derivative instruments, at fair value | $ | 123,559 | $ | 23,503 | $ | 100,056 | $ | — | |||||||||||||||
| Liability derivative instruments, at fair value | 189,635 | 52,973 | 136,662 | — | |||||||||||||||||||
| 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 September 30, 2025 and December 31, 2024, the Company's senior notes had a fair value of approximately $8.2 billion and $8.8 billion, respectively, and a carrying value of approximately $7.9 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 for a discussion of the fair value measurement of the property, plant and equipment acquired in the Olympus Energy Acquisition. 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 the assets acquired and liabilities assumed in the Equitrans Midstream Merger. See Note 7 to the Consolidated Financial Statements in EQT's Annual Report on Form 10-K for the year ended December 31, 2024 for a discussion of the fair value measurement of the assets received as consideration for the First NEPA Non-Operated Asset Divestiture (defined in Note 12). See Note 1 to the Consolidated Financial Statements in EQT's Annual Report on Form 10-K for the year ended December 31, 2024 for a discussion of (i) the fair value measurement and impairment of the Company's property, plant and equipment, (ii) impairment of the Company's contract asset, investments in unconsolidated entities, net intangible assets and goodwill and (iii) fair value measurement of the Company's asset retirement obligations.
EQT CORPORATION AND SUBSIDIARIES
Notes to the Condensed Consolidated Financial Statements (Unaudited)
6. Income Taxes
For the nine months ended September 30, 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 nine months ended September 30, 2025.
The Midstream Joint Venture (defined in Note 9) and Eureka Midstream Holdings, LLC (Eureka Midstream Holdings), both of which are consolidated subsidiaries of the Company, are treated as partnerships for U.S. federal and applicable state income tax purposes and are not separately subject to U.S. federal or state income taxes. The Midstream Joint Venture's and Eureka Midstream Holdings' income is included in the Company's pre-tax income; however, the Company does not record income tax expense on income attributable to noncontrolling interests in the Midstream Joint Venture and Eureka Midstream Holdings, which reduces the Company's effective tax rate in periods when the Company has consolidated pre-tax income and increases the effective tax rate in periods when the Company has consolidated pre-tax losses.
For the nine months ended September 30, 2025 and 2024, the Company recorded income tax expense (benefit) at an effective tax rate of 21.9% and 40.3%, respectively. The Company's effective tax rate for the nine months ended September 30, 2025 was higher compared to the U.S. federal statutory rate primarily as a result of state taxes, partly offset by the Midstream Joint Venture's and Eureka Midstream Holdings' income attributable to the noncontrolling interests and excess tax benefits from share-based payments. The Company's effective tax rate for the nine months ended September 30, 2024 was higher compared to the U.S. federal statutory rate primarily as a result of recognition of tax benefits related to higher losses on the Company's state tax-paying entities and the utilization of some of its capital loss carryforwards with the capital gain generated from the First NEPA Non-Operated Asset Divestiture, which resulted in the release of the associated valuation allowance.
On July 4, 2025, President Trump signed the One Big Beautiful Bill Act into law. Significant provisions affecting the Company include (i) the reinstatement of 100% bonus depreciation for qualifying property, (ii) the allowance for immediate and full expensing of domestic research and experimentation expenditures and (iii) the use of earnings before interest, taxes, depreciation and amortization, or EBITDA, rather than earnings before interest and taxes, or EBIT, in determining adjusted taxable income for purposes of any interest deduction limitation. The enactment of the One Big Beautiful Bill Act did not have any impact on the Company's effective tax rate for the nine months ended September 30, 2025. In addition, the Company expects to be in a net tax loss position for the year ended December 31, 2025.
EQT CORPORATION AND SUBSIDIARIES
Notes to the Condensed Consolidated Financial Statements (Unaudited)
7. Debt
The table below summarizes the Company's outstanding debt.
| September 30, 2025 | December 31, 2024 | ||||||||||||||||||||||
| Principal Value | Carrying Value (a) | Principal Value | Carrying Value (a) | ||||||||||||||||||||
| (Thousands) | |||||||||||||||||||||||
| EQT's revolving credit facility maturing July 23, 2030 | $ | — | $ | — | $ | 150,000 | $ | 150,000 | |||||||||||||||
| Eureka's revolving credit facility maturing November 13, 2027 | 278,000 | 278,000 | 320,800 | 320,800 | |||||||||||||||||||
| Senior notes and debentures: | |||||||||||||||||||||||
| EQT's 3.125% notes due May 15, 2026 | 392,915 | 392,105 | 392,915 | 391,193 | |||||||||||||||||||
| EQT's 7.75% debentures due July 15, 2026 | 115,000 | 114,585 | 115,000 | 114,213 | |||||||||||||||||||
| EQM's 7.500% notes due June 1, 2027 | — | — | 500,000 | 511,377 | |||||||||||||||||||
| EQT's 7.500% notes due June 1, 2027 | 495,925 | 503,329 | — | — | |||||||||||||||||||
| EQM's 6.500% notes due July 1, 2027 | — | — | 900,000 | 915,538 | |||||||||||||||||||
| EQT's 6.500% notes due July 1, 2027 | 344,921 | 346,478 | — | — | |||||||||||||||||||
| EQT's 3.90% notes due October 1, 2027 | 936,158 | 934,423 | 1,169,503 | 1,166,523 | |||||||||||||||||||
| EQT's 5.700% notes due April 1, 2028 | 500,000 | 494,339 | 500,000 | 492,640 | |||||||||||||||||||
| EQM's 5.500% notes due July 15, 2028 | — | — | 118,683 | 118,204 | |||||||||||||||||||
| EQT's 5.500% notes due July 15, 2028 | 45,225 | 45,043 | — | — | |||||||||||||||||||
| EQT's 5.00% notes due January 15, 2029 | 318,494 | 316,283 | 318,494 | 315,785 | |||||||||||||||||||
| EQM's 4.50% notes due January 15, 2029 | — | — | 742,923 | 711,754 | |||||||||||||||||||
| EQT's 4.50% notes due January 15, 2029 | 734,583 | 708,847 | — | — | |||||||||||||||||||
| EQM's 6.375% notes due April 1, 2029 | — | — | 600,000 | 608,667 | |||||||||||||||||||
| EQT's 6.375% notes due April 1, 2029 | 596,725 | 603,310 | — | — | |||||||||||||||||||
| EQT's 7.000% notes due February 1, 2030 (b) | 674,800 | 672,107 | 674,800 | 671,641 | |||||||||||||||||||
| EQM's 7.500% notes due June 1, 2030 | — | — | 500,000 | 535,671 | |||||||||||||||||||
| EQT's 7.500% notes due June 1, 2030 | 494,086 | 524,372 | — | — | |||||||||||||||||||
| EQM's 4.75% notes due January 15, 2031 | — | — | 1,100,000 | 1,045,219 | |||||||||||||||||||
| EQT's 4.75% notes due January 15, 2031 | 1,090,218 | 1,041,811 | — | — | |||||||||||||||||||
| EQT's 3.625% notes due May 15, 2031 | 435,165 | 431,326 | 435,165 | 430,818 | |||||||||||||||||||
| EQT's 5.750% notes due February 1, 2034 | 750,000 | 743,391 | 750,000 | 742,796 | |||||||||||||||||||
| EQM's 6.500% notes due July 15, 2048 | — | — | 80,233 | 81,338 | |||||||||||||||||||
| EQT's 6.500% notes due July 15, 2048 | 67,196 | 68,073 | — | — | |||||||||||||||||||
| Total debt | 8,269,411 | 8,217,822 | 9,368,516 | 9,324,177 | |||||||||||||||||||
| Less: Current portion of debt (c) | 507,915 | 506,690 | 320,800 | 320,800 | |||||||||||||||||||
| Long-term debt | $ | 7,761,496 | $ | 7,711,132 | $ | 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 September 30, 2025, the current portion of debt included EQT's 3.125% senior notes and 7.75% debentures. As of 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 nine months ended September 30, 2025.
| Debt Tranche | Principal | Premiums Paid (Discounts Received) | Accrued but Unpaid Interest | Total Cost | ||||||||||||||||||||||
| (Thousands) | ||||||||||||||||||||||||||
| EQM's 7.500% notes due June 1, 2027 (a) | $ | 4,069 | $ | 76 | $ | 51 | $ | 4,196 | ||||||||||||||||||
| EQM's 6.500% notes due July 1, 2027 (a) (b) | 555,077 | 14,590 | 6,754 | 576,421 | ||||||||||||||||||||||
| EQT's 3.90% notes due October 1, 2027 (b) | 233,345 | (2,842) | 4,070 | 234,573 | ||||||||||||||||||||||
| EQM's 5.500% notes due July 15, 2028 (c) | 73,456 | 2,878 | 1,190 | 77,524 | ||||||||||||||||||||||
| EQM's 4.50% notes due January 15, 2029 (a) | 8,338 | 27 | 17 | 8,382 | ||||||||||||||||||||||
| EQM's 6.375% notes due April 1, 2029 (a) | 3,265 | 135 | 70 | 3,470 | ||||||||||||||||||||||
| EQM's 7.500% notes due June 1, 2030 (a) | 5,536 | 666 | 69 | 6,271 | ||||||||||||||||||||||
| EQM's 4.75% notes due January 15, 2031 (a) | 9,616 | 117 | 20 | 9,753 | ||||||||||||||||||||||
| EQM's 6.500% notes due July 15, 2048 (a) | 12,989 | 1,738 | 37 | 14,764 | ||||||||||||||||||||||
| Total | $ | 905,691 | $ | 17,385 | $ | 12,278 | $ | 935,354 |
(a)On July 16, 2025, EQM Midstream Partners, LP (EQM), a wholly-owned subsidiary of EQT, issued notices of full redemption to the holders of each of its outstanding series of notes, and, on July 31, 2025, EQM redeemed such notes (which had an outstanding aggregate principal amount of approximately $92.7 million) in full. Following such redemptions, EQM has no outstanding senior notes.
(b)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 and a certain amount of EQT's outstanding 3.90% senior notes. On March 12, 2025, the Company settled the Tender Offers, repurchasing $506.2 million aggregate principal amount of EQM's 6.500% senior notes and $233.3 million aggregate principal amount of EQT's 3.90% senior notes. In addition to call premiums paid (discounts received), the Company paid $2.7 million in fees to dealer managers and other non-lender parties in connection with the Tender Offers.
(c)On April 16, 2025, EQM issued a notice of full redemption to the holders of its outstanding 5.500% senior notes, and, on May 1, 2025, EQM redeemed such notes in full.
EQT's Revolving Credit Facility. EQT has a $3.5 billion revolving credit facility governed by that certain Fourth Amended and Restated Credit Agreement, dated as of July 22, 2024 (as amended, the Revolving Credit Agreement), among EQT, PNC Bank, National Association, as administrative agent, swing line lender and letter of credit issuer, and the other lenders party thereto. On June 30, 2025, EQT obtained the consent of each of the lenders party to the Revolving Credit Agreement to extend the maturity date of the commitments and loans thereunder (the Stated Maturity Date) from July 23, 2029 to July 23, 2030, effective as of July 23, 2025 (the Extension). The terms of the Revolving Credit Agreement otherwise remain unchanged. Pursuant to the terms of the Revolving Credit Agreement, EQT may request two one-year extensions of the Stated Maturity Date, subject to satisfaction of certain conditions. The Extension is the first such extension.
As of September 30, 2025 and December 31, 2024, the Company had approximately $2 million and $1 million, respectively, of letters of credit outstanding under EQT's revolving credit facility.
During the three months ended September 30, 2025 and 2024, under EQT's revolving credit facility, the maximum amount of outstanding borrowings was $283 million and $2,301 million, respectively, the average daily balance was approximately $88 million and $1,608 million, respectively, and interest was incurred at a weighted average annual interest rate of 5.9% and 6.9%, respectively. During the nine months ended September 30, 2025 and 2024, under EQT's revolving credit facility, the maximum amount of outstanding borrowings was $566 million and $2,301 million, respectively, the average daily balance was approximately $120 million and $551 million, respectively, and interest was incurred at a weighted average annual interest rate of 5.9% and 6.9%, respectively. For both the nine months ended September 30, 2025 and 2024, EQT incurred commitment fees of 20 basis points on the undrawn portion of its revolving credit facility.
EQT CORPORATION AND SUBSIDIARIES
Notes to the Condensed Consolidated Financial Statements (Unaudited)
Eureka's Revolving Credit Facility. The Company has a controlling interest in Eureka Midstream Holdings. Eureka, a wholly-owned subsidiary of Eureka Midstream Holdings, has a $400 million senior secured revolving credit facility pursuant to that certain Credit Agreement, dated May 13, 2021, among Eureka, Sumitomo Mitsui Banking Corporation, as administrative agent, the lenders party thereto from time to time and any other persons party thereto from time to time (as amended, the Eureka Credit Agreement). On June 30, 2025, Eureka entered into that certain Third Amendment and Master Assignment to Credit Agreement to, among other things, extend the maturity date of the commitments and loans under the Eureka Credit Agreement from November 13, 2025 to November 13, 2027 and reduce the commitment fee spread (calculated based on Eureka's consolidated leverage ratio) from a range of 37.5 to 50 basis points to a range of 32.5 to 45 basis points.
As of both September 30, 2025 and December 31, 2024, Eureka had no letters of credit outstanding under its revolving credit facility.
During the three and nine months ended September 30, 2025, under Eureka's revolving credit facility, the maximum amount of outstanding borrowings was $282 million and $321 million, respectively, the average daily balance was approximately $280 million and $291 million, respectively, and interest was incurred at a weighted average annual interest rate of 6.9% and 7.1%, respectively. For the period beginning on July 22, 2024 and ending on September 30, 2024, under Eureka's revolving credit facility, both the maximum amount of outstanding borrowings and average daily balance was $330 million and interest was incurred at a weighted average annual interest rate of 8.1%.
For the nine months ended September 30, 2025, Eureka incurred commitment fees ranging from 32.5 to 50 basis points on the undrawn portion of its revolving credit facility. For the period beginning on July 22, 2024 and ending on September 30, 2024, Eureka incurred commitment fees of 50 basis points on the undrawn portion of its revolving credit facility.
EQM Exchange Offers. On February 24, 2025, the Company commenced private offers (the EQM Exchange Offers) to certain eligible holders of EQM's senior notes to exchange any and all outstanding notes issued by EQM (the Existing EQM Notes), including outstanding principal of EQM's 6.500% senior notes due 2027 that remained outstanding following settlement of the Tender Offers, for up to $4,541.8 million aggregate principal amount of new notes issued by EQT (the New EQT Notes) and cash consideration equal to $1.00 per $1,000 principal amount of Existing EQM Notes exchanged. Pursuant to the EQM Exchange Offers, for each $1,000 principal amount of Existing EQM Notes validly tendered on or prior to 5:00 p.m., New York City time, on March 7, 2025 (the Early Tender Date), the holder thereof received $1,000 principal amount of New EQT Notes; for each $1,000 principal amount of Existing EQM Notes validly tendered after the Early Tender Date but on or prior to 5:00 p.m., New York City time, on March 28, 2025 (the Expiration Date), the holder thereof received $950 principal of New EQT Notes.
On April 2, 2025, the Company issued approximately $3,868.9 million of New EQT Notes in exchange for the tender of approximately $3,869.5 million of Existing EQM Notes and paid to holders of the New EQT Notes cash consideration of approximately $3.9 million, which was capitalized as additional debt premium. In addition, the discount received by EQT from holders who validly tendered their Existing EQM Notes after the Early Tender Date but on or prior to the Expiration Date of approximately $0.6 million was capitalized as additional debt discount. In connection with the EQM Exchange Offers, the Company incurred non-lender expenses of approximately $9.6 million in loss on debt extinguishment in the Statement of Condensed Consolidated Operations during the nine months ended September 30, 2025. The maturity date, interest rate and covenants of each New EQT Note are consistent with those of the corresponding Existing EQM Note exchanged.
Consent Solicitation. In conjunction with the Tender Offers and EQM Exchange Offers, the Company solicited and obtained consents with respect to certain proposed amendments to each of the indentures governing the Existing EQM Notes that, upon adoption (which occurred on April 2, 2025), eliminated substantially all of the restrictive covenants, certain events of default and certain other provisions previously contained in such indentures.
EQT's 1.75% Convertible Notes and Capped Call Transactions. In April 2020, EQT issued $500 million aggregate principal amount of 1.75% convertible senior notes (the Convertible Notes). The Convertible Notes were fully redeemed in January 2024.
EQT CORPORATION AND SUBSIDIARIES
Notes to the Condensed Consolidated Financial Statements (Unaudited)
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.
8. Investments in Unconsolidated Entities
Equity Method Investments
The table below summarizes the Company's equity method investments.
| September 30, 2025 | December 31, 2024 | ||||||||||||||||||||||
| Ownership Interest | Carrying Value | Ownership Interest | Carrying Value | ||||||||||||||||||||
| (Thousands) | (Thousands) | ||||||||||||||||||||||
| MVP Joint Venture (a): | |||||||||||||||||||||||
| The MVP | 49.3 | % | $ | 3,442,538 | 49.3 | % | $ | 3,469,438 | |||||||||||||||
| MVP Southgate | 47.2 | % | 39,235 | 47.2 | % | 65,292 | |||||||||||||||||
| Total MVP Joint Venture | 3,481,773 | 3,534,730 | |||||||||||||||||||||
| Laurel Mountain Midstream, LLC (b) | 31 | % | 49,285 | 31 | % | 28,757 | |||||||||||||||||
| Other | 36,464 | 20,668 | |||||||||||||||||||||
| Total | $ | 3,567,522 | $ | 3,584,155 |
(a)Mountain Valley Pipeline, LLC (the MVP Joint Venture) is a Delaware series limited liability company formed as a joint venture among (i) with respect to Series A, the Midstream Joint Venture and affiliates of NextEra Energy, Inc., Consolidated Edison, Inc., AltaGas Ltd. and RGC Resources, Inc. for the purpose of constructing, owning and operating the MVP (defined below); and (ii) with respect to Series B, a wholly-owned subsidiary of EQT and affiliates of NextEra Energy, Inc., AltaGas Ltd. and RGC Resources, Inc. for the purpose of constructing, owning and operating MVP Southgate (defined below).
(b)Laurel Mountain Midstream, LLC is a midstream company formed as a joint venture among a wholly-owned subsidiary of EQT, Williams Companies Inc. and certain other energy companies, to provide natural gas gathering and processing services.
The MVP. The Mountain Valley Pipeline (the MVP) is a 303-mile long, 42-inch diameter natural gas interstate pipeline with a total capacity of 2.0 Bcf per day that spans from the Company's transmission and storage system in Wetzel County, West Virginia to Pittsylvania County, Virginia. The MVP entered into service on June 14, 2024 and commenced long-term firm capacity obligations on July 1, 2024. A wholly-owned subsidiary of EQM is the operator of the MVP.
MVP Southgate. The MVP Southgate project (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 an amended project and, among other things, describe certain conditions precedent to the parties' respective obligations regarding MVP Southgate. As amended, the natural gas interstate pipeline would extend approximately 31 miles from the terminus of the MVP in Pittsylvania County, Virginia to planned new delivery points in Rockingham County, North Carolina using 30-inch diameter pipe and have a targeted capacity of 550,000 dekatherms per day. 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, a wholly-owned subsidiary of EQM is obligated to provide performance assurances with respect to MVP Southgate that may take the form of a guarantee from EQT (as a Qualified Guarantor, as defined in and pursuant to the MVP Joint Venture's limited liability company agreement), a letter of credit or cash collateral. Upon receipt of the FERC's notice to proceed with construction of MVP Southgate, the Company will be obligated to provide performance assurance in an amount equal to 33% of its share of MVP Southgate's remaining capital commitments under the applicable construction budget.
Investments in Equity Securities
The Investment Fund. The Company holds an investment in a fund (the Investment Fund) that invests in companies that develop technology and operating solutions for exploration and production companies. As of both September 30, 2025 and December 31, 2024, the fair value of the Company's investment in the Investment Fund was approximately $33 million and is presented in investments in unconsolidated entities in the Condensed Consolidated Balance Sheets. The Company computes the fair value of the Company's investment in the Investment Fund using, as a practical expedient, the net asset value provided in the financial statements received from fund managers.
9. Midstream Joint Venture
On September 24, 2024, the Company formed PipeBox LLC (the Midstream Joint Venture) as a wholly-owned subsidiary of EQM. On November 22, 2024, EQM entered into a contribution agreement (the Contribution Agreement) with an affiliate of Blackstone Credit & Insurance (the BXCI Affiliate).
On December 30, 2024, pursuant to the Contribution Agreement, (i) EQM and certain of its affiliates contributed to the Midstream Joint Venture certain assets (including EQM's ownership interest in the MVP via EQM's Series A ownership interest in the MVP Joint Venture) in exchange for 364,285,715 Class A units in the Midstream Joint Venture and (ii) the BXCI Affiliate contributed to the Midstream Joint Venture $3.5 billion of cash, net of certain transaction fees and expenses, in exchange for a noncontrolling equity interest of 350,000,000 Class B units in the Midstream Joint Venture (such contributions, collectively, the Midstream Joint Venture Transaction).
In addition, on December 30, 2024, EQT (solely for the limited purposes set forth therein), EQM, the BXCI Affiliate and the Midstream Joint Venture entered into an amended and restated limited liability company agreement of the Midstream Joint Venture (the JV Agreement). The JV Agreement provides, among other things, for the distribution of available cash flow to the Midstream Joint Venture's unitholders at least quarterly, with EQM, as holder of the Class A units (Class A Unitholder), receiving 40% and the BXCI Affiliate, as holder of the Class B units (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 (which occurred on 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 the closing of the Midstream Joint Venture Transaction (i.e., December 30, 2032) 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 nine months ended September 30, 2025, the Midstream Joint Venture paid $431.0 million of aggregate cash distributions, of which $259.2 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.
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 (Loss) Per Share
The table below provides the computation for basic and diluted income (loss) per share.
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| (Thousands, except per share amounts) | |||||||||||||||||||||||
| Net income (loss) attributable to EQT Corporation – Basic and diluted income (loss) available to shareholders | $ | 335,862 | $ | (300,823) | $ | 1,362,148 | $ | (187,818) | |||||||||||||||
| Weighted average common stock outstanding – Basic | 624,532 | 559,603 | 607,245 | 480,354 | |||||||||||||||||||
| Options, restricted stock, performance awards and stock appreciation rights (a) | 3,792 | — | 4,182 | — | |||||||||||||||||||
| Weighted average common stock outstanding – Diluted | 628,324 | 559,603 | 611,427 | 480,354 | |||||||||||||||||||
| Income (loss) per share of common stock attributable to EQT Corporation: | |||||||||||||||||||||||
| Basic | $ | 0.54 | $ | (0.54) | $ | 2.24 | $ | (0.39) | |||||||||||||||
| Diluted | $ | 0.53 | $ | (0.54) | $ | 2.23 | $ | (0.39) |
(a)In periods when the Company reports a net loss, all options, restricted stock, performance awards and stock appreciation awards, as applicable, are excluded from the calculation of diluted weighted average shares outstanding because of their anti-dilutive effect on loss per share. As a result, for the three and nine months ended September 30, 2024, all such securities of 7.6 million and 6.0 million, respectively, were excluded from potentially dilutive securities because of their anti-dilutive effect on loss per share.
In addition, prior to EQT's redemption of the Convertible Notes, the Company used the if-converted method to calculate the impact of the Convertible Notes on diluted (loss) income per share. For the nine months ended September 30, 2024, such if-converted securities of approximately 0.5 million as well as the related add back of interest expense on the Convertible Notes, net of tax, were excluded from potentially dilutive securities because of their anti-dilutive effect on loss per share.
11. Acquisitions
Olympus Energy Acquisition
On July 1, 2025, the Company completed its acquisition (the Olympus Energy Acquisition) of certain oil and gas properties and related upstream and midstream assets, including approximately 90,000 net acres with approximately 500 million cubic feet (MMcf) per day of net production, from Olympus Energy LLC, Hyperion Midstream LLC and Bow & Arrow Land Company LLC (collectively, Olympus Energy) pursuant to a purchase and sale agreement dated April 22, 2025, by and among EQT, a wholly-owned subsidiary of EQT and Olympus Energy.
The purchase price for the Olympus Energy Acquisition consisted of 25,229,166 shares of EQT common stock, with an aggregate value of approximately $1,471 million based on an EQT common stock share price of $58.32 (the last reported per share sale price of EQT common stock on the day prior to the completion of the Olympus Energy Acquisition), and approximately $475 million in cash, each as adjusted pursuant to customary purchase price adjustments and subject to final post-closing purchase price adjustments. The Company funded the cash consideration with cash on hand and borrowings under EQT's revolving credit facility.
EQT CORPORATION AND SUBSIDIARIES
Notes to the Condensed Consolidated Financial Statements (Unaudited)
Allocation of Purchase Price. The Olympus Energy 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 the assets acquired and liabilities assumed as of July 1, 2025. No goodwill was recognized for the transaction. 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 the 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 | $ | 1,471,365 | |||
| Cash | 474,640 | ||||
| Total consideration | $ | 1,946,005 | |||
| Fair value of assets acquired: | |||||
| Derivative instruments, at fair value | $ | 13,188 | |||
| Prepaid expenses and other | 18 | ||||
| Property, plant and equipment | 2,019,227 | ||||
| Amount attributable to assets acquired | $ | 2,032,433 | |||
| Fair value of liabilities assumed: | |||||
| Accounts payable | $ | 3,082 | |||
| Derivative instruments, at fair value | 66,711 | ||||
| Other current liabilities | 1,712 | ||||
| Asset retirement obligations and other liabilities | 14,923 | ||||
| Amount attributable to liabilities assumed | $ | 86,428 |
The fair values of the developed and undeveloped natural gas properties acquired in the Olympus Energy Acquisition were measured using discounted cash flow valuation techniques based on inputs that are not observable in the market and, as such, are Level 3 fair value measurements. Significant inputs used in the valuation of developed properties included 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. Significant inputs used in the valuation of undeveloped properties included future development plans from a market participant perspective.
The fair value of the gathering system acquired in the Olympus Energy Acquisition was measured using the cost approach based on inputs that are not observable in the market and, as such, is a Level 3 fair value measurement. Significant inputs included replacement cost of similar assets, relative age of the acquired assets and adjustments for economic or functional obsolescence.
See Note 5 for a description of the fair value hierarchy.
EQT CORPORATION AND SUBSIDIARIES
Notes to the Condensed Consolidated Financial Statements (Unaudited)
Post-Acquisition Operating Results. The table below summarizes amounts contributed by the assets acquired in the Olympus Energy Acquisition to the Company's consolidated results of operation subsequent to the completion of the Olympus Energy Acquisition.
| July 1, 2025 through September 30, 2025 | ||||||||
| (Thousands) | ||||||||
| Sales of natural gas, natural gas liquids and oil | $ | 113,059 | ||||||
| Pipeline and other | 2,439 | |||||||
| Total operating revenues | $ | 115,498 | ||||||
| Net income attributable to EQT Corporation (a) | $ | 21,886 |
(a)Net income attributable to EQT Corporation includes $21.0 million of transaction costs related to the Olympus Energy Acquisition recognized during the post-acquisition period of July 1, 2025 through September 30, 2025. During the nine months ended September 30, 2025, the Company recognized $24.5 million of transaction costs related to the Olympus Energy Acquisition.
Pro forma results of operations are not presented as the impact of the Olympus Energy Acquisition was not significant to the Company's consolidated results of operations for the three and nine months ended September 30, 2025.
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 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 (the last reported per share sale price of EQT common stock on the day prior to the completion of the Equitrans Midstream Merger). 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 Company completed the purchase price allocation for the Equitrans Midstream Merger during the second quarter of 2025. The table below summarizes the final purchase price and estimated fair values of the assets acquired and liabilities assumed as of July 22, 2024, with the excess of purchase price over estimated fair value of the identified net assets recognized as goodwill. During the six months ended June 30, 2025, the Company recorded purchase accounting adjustments primarily related to deferred income taxes based on updated income tax computations as well as investments in unconsolidated entities and property, plant and equipment based on updated appraisal estimates.
| Purchase Price Allocation | |||||
| (Thousands) | |||||
| Consideration: | |||||
| Equity | $ | 5,548,608 | |||
| Cash (paid in lieu of fractional shares) | 29 | ||||
| Redemption of Equitrans Midstream preferred stock | 685,337 | ||||
| Settlement of pre-existing relationships | (239,741) | ||||
| Total consideration | $ | 5,994,233 | |||
| Fair value of assets acquired: | |||||
| Cash and cash equivalents | $ | 58,767 | |||
| Accounts receivable, net | 82,072 | ||||
| Income tax receivable | 2,142 | ||||
| Prepaid expenses and other | 22,048 | ||||
| Property, plant and equipment | 9,379,999 | ||||
| Investments in unconsolidated entities | 3,349,184 | ||||
| Net intangible assets | 200,000 | ||||
| Other assets | 249,846 | ||||
| Noncontrolling interest in consolidated subsidiaries | (163,241) | ||||
| Amount attributable to assets acquired | $ | 13,180,817 | |||
| Fair value of liabilities assumed: | |||||
| Current portion of debt | $ | 699,837 | |||
| Accounts payable | 65,006 | ||||
| Accrued interest | 47,996 | ||||
| Other current liabilities | 70,951 | ||||
| Revolving credit facility borrowings | 1,035,000 | ||||
| Senior notes | 6,273,941 | ||||
| Deferred income taxes | 904,044 | ||||
| Asset retirement obligations and other liabilities | 152,271 | ||||
| Amount attributable to liabilities assumed | $ | 9,249,046 | |||
| Goodwill | $ | 2,062,462 |
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 $1,232 million to synergies expected from the vertical integration of the business, including from the elimination of contracted transportation and processing costs with Equitrans Midstream as the Company is unable to recognize intangible assets related to its significant long-term customer contracts with Equitrans Midstream as such contracts became intercompany transactions upon the closing of the Equitrans Midstream Merger. In addition, the Company attributed $831 million of total goodwill to additional deferred tax liabilities that arose from the differences between the purchase price allocation based on fair value versus tax basis that carried over from Equitrans Midstream to the Company.
See Note 5 for a description of the fair value hierarchy.
NEPA Gathering System Acquisition
In 2021, the Company acquired a 50% interest in and became the operator of certain gathering assets located in Northeast Pennsylvania (collectively, the NEPA Gathering System).
On April 11, 2024, the Company completed its acquisition of a minority equity partner's 33.75% interest in the NEPA Gathering System for a purchase price of approximately $205 million (the NEPA Gathering System Acquisition), subject to customary post-closing purchase price adjustments. The NEPA Gathering System Acquisition was accounted for as an asset acquisition, and, as such, its purchase price was allocated to property, plant and equipment.
12. First NEPA Non-Operated Asset Divestiture
On May 31, 2024, the Company completed the divestiture (the First NEPA Non-Operated Asset Divestiture) of an undivided 40% interest in the Company's non-operated natural gas assets in northeast Pennsylvania to Equinor USA Onshore Properties Inc. and its affiliates (collectively, the Equinor Parties). In exchange, as consideration, the Company received from the Equinor Parties cash of $500 million, subject to customary post-closing purchase price adjustments, certain upstream assets and the remaining 16.25% equity interest in the NEPA Gathering System.
As a result of the First NEPA Non-Operated Asset Divestiture, during the nine months ended September 30, 2024, the Company recognized a gain of approximately $312 million in (gain) loss on sale/exchange of long-lived assets in the Statements of Condensed Consolidated Operations. Cash proceeds from the First NEPA Non-Operated Asset Divestiture were used to partly fund the Company's redemption of EQT's 6.125% senior notes.
13. Commitments and Contingencies
Legal and Regulatory Proceedings
In the ordinary course of business, various legal and regulatory claims and proceedings are pending or threatened against the Company. While the amounts claimed may be substantial, the Company is unable to predict with certainty the ultimate outcome of such claims and proceedings.
The Company evaluates its legal proceedings, including litigation and regulatory and governmental investigations and inquiries, on a regular basis and accrues a loss for such matters when the Company believes that it is probable that a liability has been incurred and the amount of the loss can be reasonably estimated. In such cases, if some amount within a range of loss appears to be a better estimate than any other amount within the range, that amount is accrued; however, when no amount within the range is a better estimate than any other amount, the minimum amount in the range is accrued. Any such accruals are adjusted thereafter as appropriate to reflect changed circumstances. In the event the Company determines that (i) it is probable that a liability has been incurred but the amount of the loss cannot be reasonably estimated, or (ii) it is less than probable but reasonably possible that a liability has been incurred, then the Company may be required to disclose the matter in its Annual Report on Form 10-K with any update thereto in an applicable Quarterly Report on Form 10-Q, although the Company is not permitted to accrue for such loss.
When able, the Company determines an estimate of reasonably possible losses or ranges of reasonably possible losses, whether in excess of any related accrued loss or where there is no accrued loss, for legal proceedings. In instances where such estimates can be made, any such estimates are based on the Company's analysis of currently available information and are subject to significant judgment and a variety of assumptions and uncertainties and may change as new information is obtained.
EQT CORPORATION AND SUBSIDIARIES
Notes to the Condensed Consolidated Financial Statements (Unaudited)
The ultimate outcome of the matters described or referenced below is inherently uncertain. Furthermore, due to the inherent subjectivity of the assessments and unpredictability of outcomes of legal proceedings, any amounts accrued or estimated as possible losses may not represent the ultimate loss to the Company from the legal proceedings in question and the Company's exposure and ultimate losses may be higher, and possibly significantly so, than the amounts accrued or estimated.
Securities Class Action Litigation. On December 6, 2019, an amended putative class action complaint was filed in the United States District Court for the Western District of Pennsylvania by Cambridge Retirement System, Government of Guam Retirement Fund, Northeast Carpenters Annuity Fund, and Northeast Carpenters Pension Fund, on behalf of themselves and all those similarly situated, against EQT and certain former executives and current and former board members of EQT (the Securities Class Action). The complaint alleges that certain statements made by EQT regarding its merger with Rice Energy Inc. in 2017 were materially false and violated various federal securities laws. Pursuant to the complaint, the plaintiffs seek compensatory or rescissory damages in an unspecified amount for all damages allegedly sustained by the class as a result of alleged negative impacts to EQT's common stock price in 2018 and 2019.
Additionally, following the filing of the Securities Class Action complaint, several other lawsuits were filed in the United States District Court for the Western District of Pennsylvania and the Court of Common Pleas of Allegheny County, Pennsylvania by certain shareholders of EQT against EQT and certain former executives and current and former board members of EQT asserting substantially the same allegations as those raised in the Securities Class Action. These matters are currently pending, and the majority of them were stayed pending a ruling on dispositive motions in the Securities Class Action, and have remained stayed. The settlement of the Securities Class Action referred to below does not resolve these matters.
Following the commencement of the Securities Class Action, the parties engaged in fact and expert discovery. In June 2024, the discovery phase of the Securities Class Action was completed. On June 27, 2024, the parties to the Securities Class Action participated in a mediation (the June 2024 Mediation), which did not result in resolution. In the second quarter of 2024, the Company recorded an accrual for estimated loss contingencies related to the Securities Class Action in an amount equal to the settlement offer the Company tendered at the June 2024 Mediation of $17.5 million.
Following the June 2024 Mediation, the parties filed various motions, including motions for summary judgment and motions to exclude expert testimony. While these motions remained pending, on May 12, 2025, the parties to the Securities Class Action participated in a second mediation, at which it was agreed that the Company would pay $167.5 million to the plaintiffs to settle the Securities Class Action. The settlement does not constitute an admission of wrongdoing or liability by the Company or the other defendants, who have agreed to the settlement to avoid further protracted and expensive litigation. The parties filed a motion for preliminary approval of the settlement agreement and that motion was granted. The final fairness and approval hearing is scheduled for October 30, 2025.
In the second quarter of 2025, the Company recorded an increase to its accrual for estimated loss contingencies related to the Securities Class Action of $150.0 million, resulting in a total reserve equal to the settlement amount agreed upon at the May 12, 2025 mediation of $167.5 million. During the third quarter of 2025, the Company paid the settlement amount in full and received insurance recoveries of approximately $16 million.
See Note 15 to the Consolidated Financial Statements in the Company's Annual Report on Form 10-K for the year ended December 31, 2024 for additional discussion of the Company's commitments and contingencies, including certain other pending legal and regulatory proceedings and other contingent matters. As of September 30, 2025, except as disclosed herein, there have been no material changes to such matters disclose therein.
EQT CORPORATION AND SUBSIDIARIES
Management's Discussion and Analysis of Financial Condition and Results of Operations
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