Edgar Filing: EQT Corp

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2013

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE TRANSITION PERIOD FROM TO

COMMISSION FILE NUMBER 1-3551

EQT CORPORATION

(Exact name of registrant as specified in its charter)

PENNSYLVANIA		25-0464690
(State or other jurisdiction of incorporation or organization)		(IRS Employer Identification No.)

625 Liberty Avenue, Suite 1700, Pittsburgh, Pennsylvania		15222
(Address of principal executive offices)		(Zip code)

(412) 553-5700

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ý No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ý No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer ý	Accelerated Filer o
Non-Accelerated Filer o	Smaller reporting company o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No ý

As of June 30, 2013, 150,594,277 shares of common stock, no par value, of the registrant were outstanding.

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EQT CORPORATION AND SUBSIDIARIES

Index

		Page No.

Part I. Financial Information:

Item 1.	Financial Statements (Unaudited):

	Statements of Consolidated Income for the Three and Six Months Ended June 30, 2013 and 2012	3

	Statements of Consolidated Comprehensive Income for the Three and Six Months Ended June 30, 2013 and 2012	4

	Statements of Condensed Consolidated Cash Flows for the Six Months Ended June 30, 2013 and 2012	5

	Condensed Consolidated Balance Sheets as of June 30, 2013 and December 31, 2012	6 – 7

	Statements of Condensed Consolidated Equity for the Six Months Ended June 30, 2013 and 2012	8

	Notes to Condensed Consolidated Financial Statements	9 – 21

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	22 – 35

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	36 – 38

Item 4.	Controls and Procedures	38

Part II. Other Information:

Item 1.	Legal Proceedings	39

Item 1A.	Risk Factors	39

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	39

Item 6.	Exhibits	40

Signature		41

Index to Exhibits		42

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PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

EQT CORPORATION AND SUBSIDIARIES

Statements of Consolidated Income (Unaudited)

	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2013		2012		2013		2012
	(Thousands, except per share amounts)
Operating revenues	$	520,092	$	337,804	$	1,078,752	$	787,764

Operating expenses:
Purchased gas costs	50,365		39,667		150,934		123,733
Operation and maintenance	35,040		34,815		68,263		69,205
Production	27,747		22,572		52,636		49,595
Exploration	6,138		1,887		9,868		3,715
Selling, general and administrative	60,930		41,778		109,428		84,720
Depreciation, depletion and amortization	168,577		115,681		317,693		223,206
Total operating expenses	348,797		256,400		708,822		554,174

Operating income	171,295		81,404		369,930		233,590
Other income	2,111		5,249		4,441		11,040
Interest expense	37,384		40,629		75,136		81,881
Income before income taxes	136,022		46,024		299,235		162,749
Income taxes	41,904		14,578		95,836		59,268
Net income	94,118		31,446		203,399		103,481
Less: Net income attributable to noncontrolling interests	7,262		–		16,288		–
Net income attributable to EQT Corporation	$	86,856	$	31,446	$	187,111	$	103,481

Earnings per share of common stock attributable to EQT Corporation:
Basic:
Weighted average common shares outstanding	150,525		149,582		150,425		149,532
Net income	$	0.58	$	0.21	$	1.24	$	0.69
Diluted:
Weighted average common shares outstanding	151,393		150,149		151,191		150,200
Net income	$	0.57	$	0.21	$	1.24	$	0.69
Dividends declared per common share	$	0.03	$	0.22	$	0.06	$	0.44

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

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EQT CORPORATION AND SUBSIDIARIES

Statements of Consolidated Comprehensive Income (Unaudited)

	Three Months Ended					Six Months Ended
	June 30,					June 30,
	2013		2012			2013			2012
	(Thousands)
Net income	$	94,118	$	31,446		$	203,399		$	103,481

Other comprehensive income (loss), net of tax:
Net change in cash flow hedges:
Natural gas, net of tax expense (benefit) of $41,436, $(41,598), $(10,147) and $(3,105)	62,939		(64,216		)	(15,495		)	(4,714		)
Interest rate, net of tax expense (benefit) of $25, ($4,966), $50 and ($3,165)	36		(6,606		)	72			(4,168		)
Pension and other post-retirement benefits liability adjustment, net of tax expense of $306, $92, $613 and $214	436		489			869			1,436
Other comprehensive income (loss)	63,411		(70,333		)	(14,554		)	(7,446		)
Comprehensive income (loss)	157,529		(38,887		)	188,845			96,035
Less: Comprehensive income attributable to noncontrolling interests	7,262		–			16,288			–
Comprehensive income (loss) attributable to EQT Corporation	$	150,267	$	(38,887	)	$	172,557		$	96,035

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

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EQT CORPORATION AND SUBSIDIARIES

Statements of Condensed Consolidated Cash Flows (Unaudited)

	Six Months Ended
	June 30,
	2013			2012
	(Thousands)
Cash flows from operating activities:
Net income	$	203,399		$	103,481
Adjustments to reconcile net income to net cash provided by operating activities:
Deferred income taxes	63,252			53,057
Depreciation, depletion, and amortization	317,693			223,206
Provision for losses on accounts receivable	2,246			(2,638		)
Other income	(4,441		)	(11,040		)
Stock-based compensation expense	27,480			17,235
Unrealized losses (gains) on derivatives and inventory	4,756			1,118
Lease impairment	8,133			1,095
Noncash financial instrument put premiums	–			8,227
Changes in other assets and liabilities:
Dividend from Nora Gathering, LLC	4,500			7,750
Accounts receivable and unbilled revenues	(11,093		)	72,790
Inventory	23,952			51,004
Accounts payable	(18,005		)	(54,274		)
Other items, net	(13,046		)	(52,572		)
Net cash provided by operating activities	608,826			418,439

Cash flows from investing activities:
Capital expenditures	(805,019		)	(662,320		)
Proceeds from sale of assets	–			3,746
Net cash used in investing activities	(805,019		)	(658,574		)

Cash flows from financing activities:
Increase in short-term loans	55,000			–
Dividends paid	(9,038		)	(65,887		)
Distributions to noncontrolling interests	(10,350		)	–
Repayments and retirements of long-term debt	(20,161		)	(9,532		)
Proceeds and tax benefits from exercises under employee compensation plans	15,387			1,499
Revolving credit facility origination fees	–			(2,158		)
Net cash provided by (used in) financing activities	30,838			(76,078		)

Net change in cash and cash equivalents	(165,355		)	(316,213		)
Cash and cash equivalents at beginning of period	182,055			831,251
Cash and cash equivalents at end of period	$	16,700		$	515,038

Cash paid during the period for:
Interest, net of amount capitalized	$	75,281		$	81,529
Income taxes, net	$	25,061		$	13,193

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

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EQT CORPORATION AND SUBSIDIARIES

Condensed Consolidated Balance Sheets (Unaudited)

	June 30,		December 31,
	2013		2012
	(Thousands)
ASSETS

Current assets:
Cash and cash equivalents	$	16,700	$	182,055
Accounts receivable (less accumulated provision for doubtful accounts of $13,189 at June 30, 2013 and $12,586 at December 31, 2012)	237,372		205,479
Unbilled revenues	4,653		27,699
Inventory	55,034		76,787
Derivative instruments, at fair value	230,139		304,237
Prepaid expenses and other	33,510		56,588
Total current assets	577,408		852,845

Equity in nonconsolidated investments	129,695		130,368

Property, plant and equipment	10,929,867		10,139,903
Less: accumulated depreciation and depletion	2,729,035		2,424,605
Net property, plant and equipment	8,200,832		7,715,298

Regulatory assets	110,123		111,915
Other assets	36,217		39,436
Total assets	$	9,054,275	$	8,849,862

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

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EQT CORPORATION AND SUBSIDIARIES

Condensed Consolidated Balance Sheets (Unaudited)

	June 30,			December 31,
	2013			2012
	(Thousands)
LIABILITIES AND STOCKHOLDERS’ EQUITY

Current liabilities:
Current portion of long-term debt	$	6,212		$	23,204
Short-term loans	55,000			–
Accounts payable	271,027			289,032
Derivative instruments, at fair value	36,471			75,562
Other current liabilities	126,694			182,667
Total current liabilities	495,404			570,465

Long-term debt	2,499,074			2,502,969
Deferred income taxes and investment tax credits	1,719,918			1,666,029
Other credits	237,654			221,597
Total liabilities	4,952,050			4,961,060

Equity:
Stockholders’ equity:
Common stock, no par value, authorized 320,000 shares, shares issued: 175,684 at June 30, 2013 and December 31, 2012	1,805,500			1,770,545
Treasury stock, shares at cost: 25,090 at June 30, 2013 and 25,575 at December 31, 2012	(452,992		)	(461,774		)
Retained earnings	2,373,575			2,195,502
Accumulated other comprehensive income	84,993			99,547
Total common stockholders’ equity	3,811,076			3,603,820
Noncontrolling interests in consolidated subsidiaries	291,149			284,982
Total equity	4,102,225			3,888,802
Total liabilities and equity	$	9,054,275		$	8,849,862

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

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EQT CORPORATION AND SUBSIDIARIES

Statements of Condensed Consolidated Equity (Unaudited)

	Common Stock					Accumulated Other		Noncontrolling Interests in
	Shares Outstanding	No Par Value		Retained Earnings		Comprehensive Income		Consolidated Subsidiaries		Total Equity
	(Thousands)
Balance, January 1, 2012	149,477	$	1,261,779	$	2,143,910	$	188,141	$	–	$	3,593,830
Net income				103,481						103,481
Other comprehensive loss						(7,446)				(7,446		)
Dividends on common stock ($0.44 per share)				(65,887)						(65,887		)
Stock-based compensation plans, net	118	22,030								22,030
Balance, June 30, 2012	149,595	$	1,283,809	$	2,181,504	$	180,695	$	–	$	3,646,008

Balance, January 1, 2013	150,109	$	1,308,771	$	2,195,502	$	99,547	$	284,982	$	3,888,802
Net income				187,111				16,288		203,399
Other comprehensive loss						(14,554)				(14,554		)
Dividends on common stock ($0.06 per share)				(9,038)						(9,038		)
Stock-based compensation plans, net	485	43,737						229		43,966
Distributions to noncontrolling interests ($0.72 per common unit)								(10,350)		(10,350		)
Balance, June 30, 2013	150,594	$	1,352,508	$	2,373,575	$	84,993	$	291,149	$	4,102,225

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

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EQT Corporation and Subsidiaries

Notes to Condensed Consolidated Financial Statements (Unaudited)

A. Financial Statements

The accompanying unaudited Condensed Consolidated Financial Statements have been prepared in accordance with United States generally accepted accounting principles (GAAP) for interim financial information and with the requirements of Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by United States 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 Form 10-Q) necessary for a fair presentation of the financial position of EQT Corporation and subsidiaries as of June 30, 2013 and December 31, 2012, the results of its operations for the three and six month periods ended June 30, 2013 and 2012 and its cash flows for the six month periods ended June 30, 2013 and 2012. Certain previously reported amounts have been reclassified to conform to the current year presentation. In this Form 10-Q, references to “we,” “us,” “our,” “EQT,” “EQT Corporation,” and the “Company” refer collectively to EQT Corporation and its consolidated subsidiaries.

The balance sheet at December 31, 2012 has been derived from the audited financial statements at that date but does not include all of the information and footnotes required by United States GAAP for complete financial statements.

Due to the seasonal nature of the Company’s natural gas distribution and storage businesses and the volatility of commodity prices, the interim financial statements for the three and six month periods ended June 30, 2013 are not necessarily indicative of the results that may be expected for the year ending December 31, 2013.

For further information, refer to the consolidated financial statements and footnotes thereto included in EQT Corporation’s Annual Report on Form 10-K for the year ended December 31, 2012 as well as “Management’s Discussion and Analysis of Financial Condition and Results of Operations” beginning on page 22 of this Form 10-Q.

B. EQT Midstream Partners, LP

On July 2, 2012, EQT Midstream Partners, LP (the Partnership), a subsidiary of the Company, completed an underwritten initial public offering (IPO) of 14,375,000 common units representing limited partner interests in the Partnership, which represented 40.6% of the Partnership’s outstanding equity. The Company retained a 59.4% equity interest in the Partnership, including 2,964,718 common units, 17,339,718 subordinated units and a 2% general partner interest. Prior to the IPO, the Company contributed to the Partnership 100% of Equitrans, L.P. (Equitrans, the Company’s Federal Energy Regulatory Commission regulated transmission, storage and gathering subsidiary). An indirect wholly-owned subsidiary of EQT serves as the general partner of the Partnership, and the Company continues to operate the Equitrans business pursuant to contractual arrangements entered into in connection with the closing of the IPO. The Company continues to consolidate the results of the Partnership but records an income tax provision only as to the Company’s ownership percentage. EQT records the noncontrolling interest of the public limited partners in EQT’s financial statements.

The Partnership paid distributions of $5.3 million to noncontrolling interests at $0.37 per common unit and $10.4 million to noncontrolling interests at $0.72 per common unit during the three and six month periods ended June 30, 2013, respectively.

On July 22, 2013, the Partnership completed an underwritten public offering of 12,650,000 common units, which included the full exercise of the underwriters’ over-allotment option, representing limited partner interests in the Partnership. Net proceeds from the offering were used to finance the cash consideration paid by the Partnership to EQT in connection with the merger of Sunrise Pipeline, LLC (Sunrise) into Equitrans. Following the offering and Sunrise merger, EQT retained a 44.6% equity interest in the Partnership, which includes 3,443,902 common units, 17,339,718 subordinated units and a 2% general partner interest. For further information regarding the offering and Sunrise merger, refer to Note M below.

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EQT Corporation and Subsidiaries

Notes to Condensed Consolidated Financial Statements (Unaudited)

C. Segment Information

Operating segments are revenue-producing components of the enterprise for which separate financial information is produced internally and which are subject to evaluation by the Company’s chief operating decision maker in deciding how to allocate resources.

The Company reports its operations in three segments, which reflect its lines of business. The EQT Production segment includes the Company’s exploration for, and development and production of, natural gas, natural gas liquids (NGLs) and a limited amount of crude oil in the Appalachian Basin. EQT Midstream’s operations include the natural gas gathering, transportation, storage and marketing activities of the Company, including ownership and operation of the Partnership. Distribution’s operations primarily comprise the state-regulated natural gas distribution activities of the Company.

Operating segments are evaluated on their contribution to the Company’s consolidated results based on operating income. Other income, interest and income taxes are managed on a consolidated basis. Headquarters’ costs are billed to the operating segments based on a fixed allocation of the headquarters’ annual operating budget. Differences between budget and actual headquarter expenses are not allocated to the operating segments.

As described in Note I, the Company and its direct wholly-owned subsidiary, Distribution Holdco, LLC (Holdco), executed a definitive agreement (the Master Purchase Agreement) with PNG Companies LLC (PNG Companies), the parent company of Peoples Natural Gas Company LLC (Peoples), pursuant to which EQT and Holdco will transfer 100% of their ownership interests of Equitable Gas Company, LLC (Equitable Gas) and Equitable Homeworks, LLC (Homeworks) to PNG Companies in exchange for cash and other assets of, and new commercial arrangements with, PNG Companies and its affiliates. Homeworks and Equitable Gas are direct wholly-owned subsidiaries of Holdco and comprise substantially all of the Distribution segment. The transaction is subject to approval by a number of federal and state regulatory agencies. Once the Company makes satisfactory progress in the regulatory process, the Distribution operating segment is expected to be classified as held for sale in the Company’s financial statements.

Substantially all of the Company’s operating revenues, income from operations and assets are generated or located in the United States.

	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2013		2012		2013		2012
	(Thousands)
Revenues from external customers:
EQT Production	$	306,132	$	158,649	$	556,643	$	354,045
EQT Midstream	150,366		120,098		297,054		242,146
Distribution	56,345		48,273		210,163		183,694
Third-party transportation costs (a)	34,827		30,470		70,568		57,677
Less intersegment revenues, net (b)	(27,578)		(19,686)		(55,676)		(49,798		)
Total	$	520,092	$	337,804	$	1,078,752	$	787,764

Operating income:
EQT Production	$	105,056	$	17,704	$	179,153	$	76,742
EQT Midstream	72,246		59,750		146,460		115,886
Distribution	6,170		6,376		58,446		43,146
Unallocated expenses (c)	(12,177)		(2,426)		(14,129)		(2,184		)
Total operating income	$	171,295	$	81,404	$	369,930	$	233,590

Reconciliation of operating income to net income:
Other income	$	2,111	$	5,249	$	4,441	$	11,040
Interest expense	37,384		40,629		75,136		81,881
Income taxes	41,904		14,578		95,836		59,268
Net income	$	94,118	$	31,446	$	203,399	$	103,481

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EQT Corporation and Subsidiaries

Notes to Condensed Consolidated Financial Statements (Unaudited)

	As of June 30,		As of December 31,
	2013		2012
	(Thousands)
Segment assets:
EQT Production	$	6,011,973	$	5,675,534
EQT Midstream	2,119,342		2,046,558
Distribution	834,577		860,029
Total operating segments	8,965,892		8,582,121
Headquarters assets, including cash and short-term investments	88,383		267,741
Total assets	$	9,054,275	$	8,849,862

(a) EQT Production’s segment results are reported with third-party transportation costs reflected as a deduction from operating revenues. Third-party transportation costs are reported as a component of purchased gas costs in the consolidated results. This amount reflects the reclassification of third-party transportation costs from operating revenues to purchased gas costs at the consolidation level.

(b) Includes entries to eliminate intercompany natural gas sales from EQT Production to EQT Midstream and transportation activities between EQT Midstream and both EQT Production and Distribution.

(c) Unallocated expenses consist primarily of incentive compensation expenses, general and administrative costs and expenses related to the pending sale of Equitable Gas and Homeworks for the three and six months ended June 30, 2013.

	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2013		2012		2013		2012
	(Thousands)
Depreciation, depletion and amortization:
EQT Production	$	144,073	$	94,405	$	268,982	$	180,972
EQT Midstream	18,452		14,984		36,671		29,692
Distribution	6,072		6,287		12,120		12,530
Other	(20)		5		(80)		12
Total	$	168,577	$	115,681	$	317,693	$	223,206

Expenditures for segment assets:
EQT Production (d)	$	398,078	$	264,926	$	645,024	$	448,611
EQT Midstream	91,254		119,925		142,612		199,563
Distribution	9,558		7,439		15,163		12,902
Other	1,872		443		2,220		1,244
Total	$	500,762	$	392,733	$	805,019	$	662,320

(d) Expenditures for segment assets in the EQT Production segment include $128.9 million and $56.5 million for property acquisitions during the three months ended June 30, 2013 and 2012, respectively, and $141.6 million and $74.6 million for property acquisitions during the six months ended June 30, 2013 and 2012, respectively.

D. Derivative Instruments

The Company’s primary market risk exposure is the volatility of future prices for natural gas and NGLs, which can affect the operating results of the Company primarily through EQT Production and the storage, marketing and other activities at EQT Midstream. The Company’s overall objective in its hedging program is to protect cash flows from undue exposure to the risk of changing commodity prices.

The Company uses derivative commodity instruments that are placed with major financial institutions whose creditworthiness is regularly monitored. Futures contracts obligate the Company to buy or sell a designated commodity at a future date for a specified price and quantity at a specified location. Swap agreements involve

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EQT Corporation and Subsidiaries

Notes to Condensed Consolidated Financial Statements (Unaudited)

payments to or receipts from counterparties based on the differential between two prices for the commodity. Collar agreements require the counterparty to pay the Company if the index price falls below the floor price and the Company to pay the counterparty if the index price rises above the cap price. The Company also engages in a limited number of basis swaps to protect earnings from undue exposure to the risk of geographic disparities in commodity prices and interest rate swaps to hedge exposure to interest rate fluctuations on potential debt issuances.

The Company recognizes all derivative instruments as either assets or liabilities at fair value on a gross basis. The accounting for the changes in fair value of the Company’s derivative instruments depends on the use of the derivative instruments. To the extent that a derivative instrument has been designated and qualifies as a cash flow hedge, the effective portion of the change in fair value of the derivative instrument is reported as a component of accumulated other comprehensive income (OCI), net of tax, and is subsequently reclassified into the Statements of Consolidated Income in the same period or periods during which the forecasted transaction affects earnings.

Most of the derivative commodity instruments used by the Company to hedge its exposure to variability in expected future cash flows associated with the fluctuations in the price of natural gas related to the Company’s forecasted sale of equity production and forecasted natural gas purchases and sales have been designated and qualify as cash flow hedges. Some of the derivative commodity instruments used by the Company to hedge its exposure to adverse changes in the market price of natural gas stored in the ground have been designated and qualify as fair value hedges.

For a derivative instrument that has been designated and qualifies as a fair value hedge, the change in the fair value of the instrument is recognized as a portion of operating revenues in the Statements of Consolidated Income each period. In addition, the change in the fair value of the hedged item (natural gas inventory) is recognized as a portion of operating revenues in the Statements of Consolidated Income. The Company has elected to exclude the spot/forward differential for the assessment of effectiveness of the fair value hedges. Any hedging ineffectiveness and any change in fair value of derivative instruments that have not been designated as hedges are recognized in the Statements of Consolidated Income each period.

Exchange-traded instruments are generally settled with offsetting positions. Over the counter (OTC) arrangements require settlement in cash. Settlements of derivative commodity instruments are reported as a component of cash flows from operations in the accompanying Statements of Condensed Consolidated Cash Flows.

In addition, the Company enters into a limited number of energy trading contracts to leverage its assets and limit its exposure to shifts in market prices and has a limited number of other derivative instruments not designated as hedges. In 2008, the Company effectively settled certain derivative commodity swaps scheduled to mature during the period 2010 through 2013 by de-designating the instruments and entering into directly counteractive instruments. These transactions resulted in offsetting positions which are the majority of the derivative asset and liability balances not designated as hedging instruments.

All derivative instrument assets and liabilities are reported in the Condensed Consolidated Balance Sheets as derivative instruments at fair value. 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.

	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2013		2012		2013		2012
	(Thousands)
Commodity derivatives designated as cash flow hedges
Amount of gain (loss) recognized in OCI (effective portion), net of tax	$	73,429	$	(8,930)	$	20,828	$	98,558
Amount of gain reclassified from accumulated OCI into operating revenues (effective portion), net of tax	$	10,490	$	55,286	$	36,323	$	103,272
Amount of loss recognized in operating revenues (ineffective portion) (a)	$	(7,473)	$	(212)	$	(7,954)	$	(243)

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EQT Corporation and Subsidiaries

Notes to Condensed Consolidated Financial Statements (Unaudited)

Interest rate derivatives designated as cash flow hedges
Amount of loss recognized in OCI (effective portion), net of tax	$	–		$	(6,670	)	$	–		$	(4,297	)
Amount of loss reclassified from accumulated OCI, net of tax, into interest expense (effective portion)	$	(36	)	$	(64	)	$	(72	)	$	(129	)

Commodity derivatives designated as fair value hedges (b)
Amount of gain (loss) recognized in operating revenues for fair value commodity contracts	$	2,700		$	(2,378	)	$	(839	)	$	4,694
Fair value (loss) gain recognized in operating revenues for inventory designated as hedged item	$	(4,075	)	$	8,388		$	462		$	(1,543	)

Derivatives not designated as hedging instruments
Amount of gain (loss) recognized in operating revenues	$	1,512		$	(790	)	$	1,250		$	1,673

(a) No amounts have been excluded from effectiveness testing of cash flow hedges.

(b) For the three months ended June 30, 2013, the net impact on operating revenues associated with commodity derivatives designated as fair value hedges was a $0.8 million gain which resulted from the Company’s election to exclude the spot/forward differential from the assessment of effectiveness of the fair value hedges and a $2.2 million loss due to changes in basis. For the three months ended June 30, 2012, the net impact on operating revenues associated with commodity derivatives designated as fair value hedges was a $6.0 million gain which resulted from the Company’s election to the exclude the spot/forward differential from the assessment of effectiveness of the fair value hedges. For the six months ended June 30, 2013, the net impact on operating revenues associated with commodity derivatives designated as fair value hedges was a $2.1 million gain which resulted from the Company’s election to exclude the spot/forward differential from the assessment of effectiveness of the fair value hedges and a $2.5 million loss due to changes in basis. For the six months ended June 30, 2012, the net impact on operating revenues associated with commodity derivatives designated as fair value hedges was a $2.8 million gain which resulted from the Company’s election to exclude the spot/forward differential from the assessment of effectiveness of the fair value hedges and a $0.4 million loss due to changes in basis.

	As of June 30,		As of December 31,
	2013		2012
	(Thousands)
Asset derivatives
Commodity derivatives designated as hedging instruments	$	206,776	$	259,459
Commodity derivatives not designated as hedging instruments	23,363		44,778
Total asset derivatives	$	230,139	$	304,237

Liability derivatives
Commodity derivatives designated as hedging instruments	$	12,301	$	27,946
Commodity derivatives not designated as hedging instruments	24,170		47,616
Total liability derivatives	$	36,471	$	75,562

The net fair value of commodity derivative instruments changed during the first half of 2013 primarily as a result of settlements. The absolute quantities of the Company’s derivative commodity instruments that have been designated and qualify as cash flow hedges totaled 414 Bcf and 365 Bcf as of June 30, 2013 and December 31, 2012, respectively, and are primarily related to natural gas swaps and collars. The open positions at June 30, 2013 and December 31, 2012 had maturities extending through December 2017. The absolute quantities of the Company’s derivative commodity instruments that have been designated and qualify as fair value hedges totaled 5 Bcf and 8 Bcf as of June 30, 2013 and December 31, 2012, respectively. The open positions at June 30, 2013 had maturities extending through April 2014, and the open positions at December 31, 2012 had maturities extending through January 2014.

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EQT Corporation and Subsidiaries

Notes to Condensed Consolidated Financial Statements (Unaudited)

The Company deferred net gains of $122.7 million and $138.2 million in accumulated OCI, net of tax, as of June 30, 2013 and December 31, 2012, respectively, associated with the effective portion of the change in fair value of its derivative commodity instruments designated as cash flow hedges. Assuming no change in price or new transactions, the Company estimates that approximately $71.7 million of net unrealized gains on its derivative commodity instruments reflected in accumulated OCI, net of tax, as of June 30, 2013 will be recognized in earnings during the next twelve months due to the settlement of hedged transactions. During the second quarter of 2012, the Company identified an error related to the accounting for a derivative instrument put premium which should have been recognized over the period January 2010 through December 2011 in conjunction with the settlements of the related financial positions. The Company evaluated materiality in accordance with SEC Staff Accounting Bulletins Topics 1.M and 1.N and considered relevant qualitative and quantitative factors. Based on this analysis, the Company corrected the error in the second quarter of 2012 through a reduction of EQT Production segment operating revenue by $8.2 million, an increase of accumulated OCI by $5.1 million and a decrease of deferred tax expense by $3.1 million. The Company concluded that this error was not material to any prior periods, the then expected annual results of 2012 or the trend in earnings over the affected periods. The error had no effect on cash flows or debt covenant compliance.

The Company is exposed to credit loss in the event of nonperformance by counterparties to derivative contracts. This credit exposure is limited to derivative contracts with a positive fair value, which may change as market prices change. The Company believes that New York Mercantile Exchange (NYMEX) traded futures contracts have limited credit risk because Commodity Futures Trading Commission regulations are in place to protect exchange participants, including the Company, from potential financial instability of the exchange members. The Company’s OTC swap and collar derivative instruments are primarily with financial institutions and thus are subject to events that would impact those companies individually as well as that industry as a whole.

The Company utilizes various processes and analyses to monitor and evaluate its credit risk exposures. These include closely monitoring current market conditions, counterparty credit fundamentals and credit default swap rates. Credit exposure is controlled through credit approvals and limits based on counterparty credit fundamentals. To manage the level of credit risk, the Company enters into transactions with financial counterparties that are of investment grade or better, enters into netting agreements whenever possible and may obtain collateral or other security.

When the net fair value of any of the Company’s swap agreements represents a liability to the Company which is in excess of the agreed-upon threshold between the Company and the financial institution acting as counterparty, the counterparty requires the Company to remit funds to the counterparty as a margin deposit for the derivative liability which is in excess of the threshold amount. The Company records these deposits as a current asset. When the net fair value of any of the Company’s swap agreements represents an asset to the Company which is in excess of the agreed-upon threshold between the Company and the financial institution acting as counterparty, the Company requires the counterparty to remit funds as margin deposits in an amount equal to the portion of the derivative asset which is in excess of the threshold amount. The Company records a current liability for such amounts received. The Company had no such deposits in its Condensed Consolidated Balance Sheets as of June 30, 2013 or December 31, 2012.

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 must make such deposits based on an established initial margin requirement as well as 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. In the case where the fair value of such contracts is in a net asset position, the broker may remit funds to the Company, in which case the Company records a current liability for such amounts received. The initial margin requirements are established by the exchanges based on the price, volatility and the time to expiration of the related contract. The margin requirements are subject to change at the exchanges’ discretion. The Company recorded a current asset of $0.7 million as of June 30, 2013 and December 31, 2012 for such deposits in its Condensed Consolidated Balance Sheets.

The Company recognizes all derivative instruments as either assets or liabilities at fair value on a gross basis. Margin deposits remitted to financial counterparties or received from financial counterparties related to OTC natural gas swap agreements and options and any funds remitted to or deposits received from the Company’s brokers related to exchange-traded natural gas contracts are also recorded on a gross basis. The Company has netting agreements with financial institutions and its brokers that permit net settlement of gross commodity derivative assets against

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EQT Corporation and Subsidiaries

Notes to Condensed Consolidated Financial Statements (Unaudited)

gross commodity derivative liabilities. The table below reflects the impact of netting agreements and margin deposits on gross derivative assets and liabilities as of June 30, 2013 and December 31, 2012.

As of June 30, 2013	Derivative instruments, recorded in the Condensed Consolidated Balance Sheet, gross		Derivative instruments subject to master netting agreements		Margin deposits remitted to counterparties		Derivative instruments, net
	(Thousands)
Asset derivatives:
Derivative instruments, at fair value	$	230,139	$	(35,437)	$	–	$	194,702

Liability derivatives:
Derivative instruments, at fair value	$	36,471	$	(35,437)	$	(656)	$	378

As of December 31, 2012	Derivative instruments, recorded in the Condensed Consolidated Balance Sheet, gross		Derivative instruments subject to master netting agreements		Margin deposits remitted to counterparties		Derivative instruments, net
	(Thousands)
Asset derivatives:
Derivative instruments, at fair value	$	304,237	$	(73,753)	$	–	$	230,484

Liability derivatives:
Derivative instruments, at fair value	$	75,562	$	(73,753)	$	(736)	$	1,073

Certain of the Company’s derivative instrument contracts provide that if the Company’s credit ratings by Standard & Poor’s Rating Services (S&P) or Moody’s Investor Services (Moody’s) are lowered below investment grade, additional collateral must be deposited with the counterparty. The additional collateral can be up to 100% of the derivative liability. As of June 30, 2013, the aggregate fair value of all derivative instruments with credit-risk-related contingent features that were in a net liability position was $0.9 million, for which the Company had no collateral posted on June 30, 2013. If the Company’s credit rating by S&P or Moody’s had been downgraded below investment grade on June 30, 2013, the Company would have been required to post additional collateral of $0.7 million in respect of the liability position. Investment grade refers to the quality of the Company’s credit as assessed by one or more credit rating agencies. The Company’s senior unsecured debt was rated BBB by S&P and Baa3 by Moody’s at June 30, 2013. In order to be considered investment grade, the Company must be rated BBB- or higher by S&P and Baa3 or higher by Moody’s. Anything below these ratings is considered non-investment grade.

E. Fair Value Measurements

The Company records its financial instruments, principally derivative instruments, at fair value in its Condensed Consolidated Balance Sheets. The Company has an established process for determining fair value which is based on quoted market prices, where available. If quoted market prices are not available, fair value is based upon models that use as inputs market-based parameters, including but not limited to forward curves, discount rates, volatilities and nonperformance risk. Nonperformance risk considers the effect of the Company’s credit standing on the fair value of liabilities and the effect of the counterparty’s credit standing on the fair value of assets. The Company estimates nonperformance risk by analyzing publicly available market information, including a comparison of the yield on debt instruments with credit ratings similar to the Company’s or counterparty’s credit rating and the yield of a risk-free instrument. The Company also considers credit default swaps rates where applicable.

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

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EQT Corporation and Subsidiaries

Notes to Condensed Consolidated Financial Statements (Unaudited)

quoted prices in active markets for identical assets and liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). Assets and liabilities included in Level 1 include the Company’s futures contracts. Assets and liabilities in Level 2 include the majority of the Company’s swap agreements. Assets and liabilities in Level 3 include the Company’s collars and a limited number of the Company’s swap agreements. Since the adoption of fair value accounting, the Company has not made any changes to its classification of assets and liabilities in each category.

The fair value of assets and liabilities included in Level 2 is based on standard industry income approach models that use significant observable inputs, including NYMEX forward curves and LIBOR-based discount rates. Collars included in Level 3 are valued using standard industry income approach models. The primary significant unobservable input to the valuation of assets and liabilities in Level 3 is the volatility assumption to the option pricing model used to value commodity collars. The Company’s Corporate Risk Control Group (CRCG), which reports to the Chief Financial Officer, is responsible for calculating the volatilities. The CRCG considers current market information about option trading and historical averages. The Company prepares an analytical review of all derivative instruments for reasonableness on at least a quarterly basis. At June 30, 2013, derived market volatilities used to value Level 3 assets and liabilities ranged from 20% to 32%. The fair value of the collar agreements is sensitive to changes in the volatility assumption. Significant changes in this assumption might result in significantly higher or lower fair values for these assets and liabilities. As of June 30, 2013, an increase in the volatility assumption would increase the value of the derivative asset and a decrease in the volatility assumption would decrease the value of the derivative asset.

The Company uses NYMEX forward curves to value futures, commodity swaps and collars. The NYMEX forward curves and LIBOR-based discount rates are validated to external sources at least monthly.

The following derivative instrument assets and liabilities were measured at fair value on a recurring basis during the applicable period:

			Fair value measurements at reporting date using
Description	June 30, 2013		Quoted prices in active markets for identical assets (Level 1)		Significant other observable inputs (Level 2)		Significant unobservable inputs (Level 3)
	(Thousands)
Assets
Derivative instruments, at fair value	$	230,139	$	907	$	153,342	$	75,890

Liabilities
Derivative instruments, at fair value	$	36,471	$	1,180	$	34,089	$	1,202

			Fair value measurements at reporting date using
Description	December 31, 2012		Quoted prices in active markets for identical assets (Level 1)		Significant other observable inputs (Level 2)		Significant unobservable inputs (Level 3)
	(Thousands)
Assets
Derivative instruments, at fair value	$	304,237	$	1,228	$	204,592	$	98,417

Liabilities
Derivative instruments, at fair value	$	75,562	$	1,609	$	66,250	$	7,703

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EQT Corporation and Subsidiaries

Notes to Condensed Consolidated Financial Statements (Unaudited)

	Fair value measurements using significant unobservable inputs (Level 3)

	Derivative instruments, at fair value, net Three Months Ended June 30,				Derivative instruments, at fair value, net Six Months Ended June 30,
	2013		2012		2013		2012
	(Thousands)
Beginning of period	$	69,865	$	156,066	$	90,714	$	143,260
Total gains or losses:
Included in earnings	(1,178)		–		(755)		–
Included in OCI	13,125		(4,203)		1,392		27,393
Purchases	–		(1,016)		72		(1,016		)
Settlements	(7,124)		(21,411)		(16,735)		(40,201		)
Transfers in and/or out of Level 3	–		–		–		–
End of period	$	74,688	$	129,436	$	74,688	$	129,436

Losses of $1.2 million are included in earnings in the table above for the three and six months ended June 30, 2013, respectively, attributable to the change in unrealized gains or losses relating to assets held as of June 30, 2013. There were no gains or losses included in earnings in the table above for the three and six months ended June 30, 2012 attributable to the change in unrealized gains or losses relating to assets and liabilities held as of June 30, 2012.

The carrying value of cash equivalents approximates fair value due to the short maturity of the instruments; these are considered Level 1 fair values.

The Company estimates the fair value of its debt using its established fair value methodology. Because not all of the Company’s debt is actively traded, the fair value of the debt is a Level 2 fair value measurement. Fair value for non-traded debt obligations is estimated using a standard industry income approach model which utilizes a discount rate based on market rates for debt with similar remaining time to maturity and credit risk. The estimated fair value of long-term debt on the Condensed Consolidated Balance Sheets at June 30, 2013 and December 31, 2012 was approximately $2.8 billion and $2.9 billion, respectively.

F. Income Taxes

The Company estimates an annual effective income tax rate based on projected results for the year and applies this rate to income before taxes to calculate income tax expense. However, while all of the Partnership’s earnings are included in the Company’s net income, the Company does not record an income tax provision with respect to the portion of the Partnership’s earnings allocated to its noncontrolling public limited partners, which reduces the Company’s effective tax rate for periods following the IPO. Any refinements made due to subsequent information that affects the estimated annual effective income tax rate are reflected as adjustments in the current period.

The Company’s effective income tax rate for the six months ended June 30, 2013 was 32.0%, compared to 36.4% for the six months ended June 30, 2012. The decrease in the first half of 2013 is primarily attributable to unfavorable state net operating loss adjustments recorded in 2012, a reduction in a valuation allowance related to bonus depreciation for state tax purposes in 2013 and the impact of the Partnership’s ownership structure, partially offset by increased state tax expense in 2013 due to higher natural gas prices and production sales volumes.

There were no material changes to the Company’s methodology for determining unrecognized tax benefits during the three months ended June 30, 2013. The Company’s consolidated federal income tax liability has been settled with the Internal Revenue Service (IRS) through 2009. During the second quarter of 2013, the IRS began its examination of the Company’s 2010 and 2011 tax years. The Company believes that it is appropriately reserved for any federal and state uncertain tax positions.

On July 9, 2013, Pennsylvania House Bill 465 was signed into law by the Governor of the Commonwealth of Pennsylvania (the Commonwealth). This legislation adopts multiple changes to the Commonwealth’s tax code,

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EQT Corporation and Subsidiaries

Notes to Condensed Consolidated Financial Statements (Unaudited)

including an intangible expense addback provision effective in 2015, an increase of the cap on the net operating loss deduction in 2014 and 2015 and an extension of the franchise tax through 2015. The Company is evaluating the legislation but does not anticipate that it will have a material impact on its financial statements.

G. Revolving Credit Facilities

The Company had loans of $55.0 million and no letters of credit outstanding under its $1.5 billion revolving credit facility as of June 30, 2013. There were no loans or letters of credit outstanding under the revolving credit facility as of December 31, 2012. Commitment fees averaging approximately 6 basis points and 11 basis points in the three and six months ended June 30, 2013, respectively, and 6 basis points and 14 basis points in the three and six months ended June 30, 2012, respectively, were paid to maintain credit availability under the Company’s revolving credit facility.

The maximum amount of the Company’s outstanding short-term loans at any time was $178.5 million during the three and six months ended June 30, 2013, respectively. The average daily balance of short-term loans outstanding was approximately $26.7 million and $13.4 million during the three and six months ended June 30, 2013, respectively, at weighted average interest rates of 0.38% and 0.19%, respectively.

As of June 30, 2013 and December 31, 2012, the Partnership had no loans or letters of credit outstanding under its $350 million revolving credit facility. The Partnership incurred commitment fees averaging approximately 6 basis points and 13 basis points in the three and six months ended June 30, 2013, respectively, to maintain credit availability under its revolving credit facility. The Partnership did not have any short-term loans outstanding at any time during the three and six months ended June 30, 2013 and 2012.

H. Long-Term Debt

	June 30,		December 31,
	2013		2012
	(Thousands)
7.76% notes, due 2013 thru 2016	$	22,086	$	32,973
5.00% notes, due October 1, 2015	150,000		150,000
5.15% notes, due March 1, 2018	200,000		200,000
6.50% notes, due April 1, 2018	500,000		500,000
8.13% notes, due June 1, 2019	700,000		700,000
4.88% notes, due November 15, 2021	750,000		750,000
7.75% debentures, due July 15, 2026	115,000		115,000
Medium-term notes:
7.3% to 7.6% Series B, due 2013 thru 2023	20,000		30,000
8.7% to 9.0% Series A, due 2014 thru 2021	40,200		40,200
7.6% Series C, due 2018	8,000		8,000
	2,505,286		2,526,173
Less debt payable within one year	6,212		23,204
Total long-term debt	$	2,499,074	$	2,502,969

The indentures and other agreements governing the Company’s indebtedness contain certain restrictive financial and operating covenants, including covenants that restrict the Company’s ability to incur indebtedness, incur liens, enter into sale and leaseback transactions, complete acquisitions, merge, sell assets and perform certain other corporate actions. The covenants do not contain a rating trigger. Therefore, a change in the Company’s debt rating would not trigger a default under the indentures and other agreements governing the Company’s indebtedness.

Aggregate maturities of long-term debt are $3.0 million for the second half of 2013, $11.2 million in 2014, $166.0 million in 2015, $3.0 million in 2016 and zero in 2017.

I. Proposed Sale of Properties

On December 19, 2012, the Company and its direct wholly-owned subsidiary, Holdco, executed the Master Purchase Agreement with PNG Companies, the parent company of Peoples, pursuant to which EQT and Holdco will

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EQT Corporation and Subsidiaries

Notes to Condensed Consolidated Financial Statements (Unaudited)

transfer 100% of their ownership interests of Equitable Gas and Homeworks to PNG Companies in exchange for cash and other assets of, and new commercial arrangements with, PNG Companies and its affiliates. Homeworks and Equitable Gas are direct wholly-owned subsidiaries of Holdco. Peoples is a portfolio company of SteelRiver Infrastructure Fund North America LP.

The Company has submitted filings with the Pennsylvania Public Utility Commission (PA PUC), the West Virginia Public Service Commission (WV PSC), the Kentucky Public Service Commission (KY PSC) and the Federal Energy Regulatory Commission (FERC) – each must approve the transaction as part of the regulatory process. The Company expects to receive all necessary approvals by the end of 2013. The transaction was also subject to review by the Federal Trade Commission (FTC) under the Hart-Scott Rodino Antitrust Improvements Act (HSR Act). The waiting period under the HSR Act expired on April 22, 2013, without a request for additional information. This expiration indicates that the FTC has not objected to the transaction and that, from an HSR Act perspective, the parties may complete the transaction. As the transaction is still subject to approval by the PA PUC, the WV PSC, the KY PSC and the FERC, the Company has not classified Equitable Gas and Homeworks as held for sale in its financial statements as of June 30, 2013 and will not do so until the Company makes satisfactory progress in the regulatory process.

The Company incurred $0.8 million and $2.9 million in expenses during the three and six months ended June 30, 2013, respectively, related to the proposed sale of Equitable Gas and Homeworks, which expenses are reported in selling, general and administrative expenses in the Statements of Consolidated Income.

J. Earnings Per Share

Potentially dilutive securities, consisting of options and restricted stock awards, which were included in the calculation of diluted earnings per share, totaled 867,373 and 560,244 for the three months ended June 30, 2013 and 2012, respectively, and 766,054 and 667,224 for the six months ended June 30, 2013 and 2012, respectively. There were no options to purchase common stock which were excluded from potentially dilutive securities because they were anti-dilutive for the three and six months ended June 30, 2013. Options to purchase common stock which were excluded from potentially dilutive securities because they were anti-dilutive totaled 1,149,523 and 243,398 for the three and six months ended June 30, 2012, respectively.

The Partnership’s dilutive units did not have a material impact on the Company’s earnings per share calculation for the three and six month periods ended June 30, 2013.

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EQT Corporation and Subsidiaries

Notes to Condensed Consolidated Financial Statements (Unaudited)

K. Changes in Accumulated Other Comprehensive Income by Component

The following tables explain the changes in accumulated OCI by component for the three and six months ended June 30, 2013:

	Three Months Ended June 30, 2013
	Natural gas cash flow hedges, net of tax			Interest rate cash flow hedges, net of tax			Pension and other post- retirement benefits liability adjustment, net of tax			Accumulated OCI (loss), net of tax
	(Thousands)
Accumulated OCI (loss), net of tax, as of April 1, 2013	$	59,754		$	(1,240)		$	(36,932)		$	21,582
Gains recognized in accumulated OCI, net of tax	73,429		(a)	–			–			73,429
Amounts reclassified from accumulated OCI into realized (income) expense, net of tax	(10,490)		(a)	36		(a)	436		(b)	(10,018)
Change in accumulated OCI, net of tax	62,939			36			436			63,411
Accumulated OCI (loss), net of tax, as of June 30, 2013	$	122,693		$	(1,204)		$	(36,496)		$	84,993

	Six Months Ended June 30, 2013
	Natural gas cash flow hedges, net of tax			Interest rate cash flow hedges, net of tax			Pension and other post- retirement benefits liability adjustment, net of tax			Accumulated OCI (loss), net of tax
	(Thousands)
Accumulated OCI (loss), net of tax, as of January 1, 2013	$	138,188		$	(1,276)		$	(37,365)		$	99,547
Gains recognized in accumulated OCI, net of tax	20,828		(a)	–			–			20,828
Amounts reclassified from accumulated OCI into realized (income) expense, net of tax	(36,323)		(a)	72		(a)	869		(b)	(35,382)
Change in accumulated other comprehensive (loss) income, net of tax	(15,495)			72			869			(14,554)
Accumulated OCI (loss), net of tax, as of June 30, 2013	$	122,693		$	(1,204)		$	(36,496)		$	84,993

(a)		See Note D for additional information.

(b)		This accumulated OCI reclassification is attributable to the net actuarial loss and net prior service cost related to the Company’s defined benefit pension plans and other post-retirement benefit plans. See Note

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EQT Corporation and Subsidiaries

Notes to Condensed Consolidated Financial Statements (Unaudited)

14 to the Consolidated Financial Statements in the Company’s Form 10-K for the year ended December 31, 2012 for additional information.

L. Acquisitions

On May 3, 2013, the Company entered into a definitive agreement for the purchase of approximately 99,000 net acres in southwestern Pennsylvania and ten horizontal Marcellus wells, located in Washington County, Pennsylvania, from Chesapeake Energy Corporation and its partners (Chesapeake) for approximately $112.5 million. The transaction closed on June 3, 2013. The acreage includes 67,000 Marcellus acres, of which 42,000 acres are unlikely to be developed due to near-term lease expirations or a scattered footprint, and 32,000 Utica acres. Of the total purchase price, $54.6 million was preliminarily allocated to the undeveloped acreage and $57.9 million was preliminarily allocated to the acquired Marcellus wells. The Marcellus wells are expected to add approximately 1.0 Bcfe of production sales volumes in 2013 and represent approximately 54.0 Bcfe of proved developed reserves.

As the transaction qualifies as a business combination under US GAAP, the fair value of the acquired assets was determined using a discounted cash flow model under the income approach. Significant unobservable inputs used in the analysis included the determination of estimated developed reserves and NYMEX forward pricing, which classify the acquired assets as a Level 3 measurement.

The Company intends to qualify the acquisition as replacement property in a reverse like-kind exchange pursuant to Section 1031 of the Internal Revenue Code. The Company has entered into a qualified exchange accommodation agreement whereby the Company assigned the right to acquire the Chesapeake properties and loaned the purchase price to an exchange accommodation titleholder, which formed the legal entity that owns title to the properties. The Company operates the acquired properties pursuant to lease and management agreements. The Company has identified potential properties to be relinquished to complete the reverse like-kind exchange, which must be effectuated by November 30, 2013 or otherwise lapse. In either event, the exchange accommodation titleholder will transfer title to the acquired properties to the Company. As the lease and management agreements provide that the Company is the primary beneficiary of the acquired properties, the legal entity that owns title to the acquired properties is a variable interest entity that is consolidated within the Condensed Consolidated Balance Sheets as of June 30, 2013. All revenues and expenses incurred since the closing date related to the acquired properties are included in the Company’s Statements of Consolidated Income for the three and six months ended June 30, 2013.

M. Subsequent Event

On July 15, 2013, the Company and Sunrise entered into an Agreement and Plan of Merger (Merger Agreement) with the Partnership and Equitrans. Effective July 22, 2013, Sunrise merged with and into Equitrans, with Equitrans continuing as the surviving company. The Company received total consideration of $540 million consisting of a $507.5 million cash payment, 479,184 Partnership common units and 267,942 Partnership general partner units, which common and general partner units were valued at $32.5 million. Prior to the merger, Sunrise entered into a precedent agreement with a third party for firm transportation service over a twenty-year term. If a transportation agreement pursuant to this precedent agreement becomes effective on its current terms by December 31, 2014, the Partnership will make an additional payment of $110 million to EQT. The transportation agreement is subject to review by regulatory authorities, which is expected to be completed by year-end 2013. The Partnership will also pay EQT additional consideration in the event certain other transportation agreements on the Sunrise system become effective prior to December 31, 2014.

On July 22, 2013, the Partnership completed an underwritten public offering of 12,650,000 common units, which included the full exercise of the underwriters’ over-allotment option, representing limited partner interests in the Partnership. Net proceeds from the offering were used to finance the cash consideration paid to the Company in connection with the Merger. Following the offering and the closing of the Merger, the Company retained a 44.6% equity interest in the Partnership, which includes 3,443,902 common units, 17,339,718 subordinated units and a 2% general partner interest. The Partnership received net proceeds of $529 million from the offering, after deducting the underwriters’ discount and estimated offering expenses of approximately $21 million, which it used to fund the $507.5 million cash payment to EQT. As the Company controls the Partnership through its general partner interest, the Partnership continues to be consolidated in the Company’s consolidated financial statements.

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EQT Corporation and Subsidiaries

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

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

CAUTIONARY STATEMENTS

Disclosures in this Quarterly Report on Form 10-Q contain certain forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and Section 27A of the Securities Act of 1933, as amended. Statements that do not relate strictly to historical or current facts are forward-looking and usually identified by the use of words such as “anticipate,” “estimate,” “could,” “would,” “will,” “may,” “forecast,” “approximate,” “expect,” “project,” “intend,” “plan,” “believe” and other words of similar meaning in connection with any discussion of future operating or financial matters. Without limiting the generality of the foregoing, forward-looking statements contained in this Quarterly Report on Form 10-Q include the matters discussed in the section captioned “Outlook” in “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and the expectations of plans, strategies, objectives and growth and anticipated financial and operational performance of the Company and its subsidiaries, including guidance regarding the Company’s strategy to develop its Marcellus and other reserves; drilling plans and programs (including the number, type, feet of pay and location of wells to be drilled and the availability of capital to complete these plans and programs); production and sales volumes and growth rates (including liquids sales volumes and the projected additional production sales volumes attributable to the Marcellus wells acquired in the second quarter of 2013); gathering and transmission growth and volumes; infrastructure programs (including the timing, cost and capacity of the transmission and gathering expansion projects); technology (including drilling techniques); monetization transactions, including midstream asset sales (dropdowns) to EQT Midstream Partners, LP, the Company’s publicly-traded master limited partnership formed in 2012 (the Partnership), and other asset sales, and joint ventures or other transactions involving the Company’s assets (including the timing of receipt, if at all, of any additional consideration from the Partnership for new transportation agreements entered into by the Partnership in connection with the Company’s sale of its Sunrise Pipeline); the proposed transfer of Equitable Gas Company, LLC (Equitable Gas) to PNG Companies LLC; the timing of receipt of required approvals for the proposed Equitable Gas transaction; natural gas prices; reserves; projected capital expenditures; liquidity and financing requirements, including funding sources and availability; hedging strategy; the effects of government regulation and litigation; and tax position (including the Company’s ability to complete like-kind exchanges). The forward-looking statements in this Quarterly Report on Form 10-Q involve risks and uncertainties that could cause actual results to differ materially from projected results. Accordingly, investors should not place undue reliance on forward-looking statements as a prediction of actual results. The Company has based these forward-looking statements on current expectations and assumptions about future events. While the Company considers these expectations and assumptions to be reasonable, they are inherently subject to significant business, economic, competitive, regulatory and other risks and uncertainties, most of which are difficult to predict and many of which are beyond the Company’s control. With respect to the proposed Equitable Gas transaction, these risks and uncertainties include, among others, the ability to obtain regulatory approvals for the transaction on the proposed terms and schedule; disruption to the Company’s business, including customer, employee and supplier relationships resulting from the transaction; and risks that the conditions to closing may not be satisfied. The risks and uncertainties that may affect the operations, performance and results of the Company’s business and forward-looking statements include, but are not limited to, those set forth under Item 1A, “Risk Factors” in the Company’s Form 10-K for the year ended December 31, 2012.

Any forward-looking statement speaks only as of the date on which such statement is made and the Company does not intend to correct or update any forward-looking statement, whether as a result of new information, future events or otherwise.

In reviewing any agreements incorporated by reference in or filed with this Quarterly Report on Form 10-Q, please remember such agreements are included to provide information regarding the terms of such agreements and are not intended to provide any other factual or disclosure information about the Company. The agreements may contain representations and warranties by the Company, which should not in all instances be treated as categorical statements of fact, but rather as a way of allocating the risk to one of the parties should those statements prove to be inaccurate. The representations and warranties were made only as of the date of the relevant agreement or such other date or dates as may be specified in such agreement and are subject to more recent developments. Accordingly, these representations and warranties alone may not describe the actual state of affairs as of the date they were made or at any other time.

Table of Contents

EQT Corporation and Subsidiaries

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

CORPORATE OVERVIEW

Three Months Ended June 30, 2013 vs. Three Months Ended June 30, 2012

Net income attributable to EQT Corporation for the three months ended June 30, 2013 was $86.9 million, $0.57 per diluted share, compared with $31.4 million, $0.21 per diluted share, for the three months ended June 30, 2012. The $55.5 million increase in net income attributable to EQT Corporation between periods resulted primarily from a 55% increase in natural gas volumes sold, a 14% increase in the average effective sales prices for natural gas and natural gas liquids (NGLs) and increases in transmission pipeline throughput and gathered volumes. These increases were partially offset by higher depreciation, depletion and amortization (DD&A) expense, higher income tax expense and higher selling, general and administrative (SG&A) expenses due to higher incentive compensation expenses.

The average effective sales price to EQT Corporation for production sales volumes was $4.37 per Mcfe during the three months ended June 30, 2013 compared to $3.83 per Mcfe in the same period of 2012. The Company’s average New York Mercantile Exchange (NYMEX) natural gas sales price increased to $4.09 per Mcf for the three months ended June 30, 2013 compared to $2.22 per Mcf for the three months ended June 30, 2012. Hedging activities resulted in an increase in the effective sales price of $0.11 per Mcf in the second quarter of 2013 compared to an increase of $1.52 per Mcf in the second quarter of 2012. The $1.41 per Mcf decrease in the impact of hedging activities from 2012 to 2013 was the result of the differential in the NYMEX natural gas sales prices between periods and the lower average hedge prices in 2013.

Other income decreased $3.1 million during the three months ended June 30, 2013 compared to the three months ended June 30, 2012. The decrease was primarily attributable to a decrease in the allowance for funds used during construction, as a result of the Sunrise Pipeline being placed into service during the third quarter of 2012.

Interest expense was $3.2 million lower during the three months ended June 30, 2013 compared to the three months ended June 30, 2012, primarily as a result of the Company’s repayment of $200 million of 5.15% senior notes that matured in the fourth quarter of 2012 and $20.2 million of debentures that matured in the first quarter of 2013.

Income tax expense increased $27.3 million during the three months ended June 30, 2013 compared to the three months ended June 30, 2012 primarily as a result of higher pre-tax income in the second quarter of 2013.

Net income attributable to noncontrolling interests of the Partnership, which completed its initial public offering (IPO) in the third quarter of 2012, was $7.3 million for the three months ended June 30, 2013.

Six Months Ended June 30, 2013 vs. Six Months Ended June 30, 2012

Net income attributable to EQT Corporation for the six months ended June 30, 2013 was $187.1 million, $1.24 per diluted share, compared with $103.5 million, $0.69 per diluted share, for the six months ended June 30, 2012. The $83.6 million increase in net income attributable to EQT Corporation between periods was primarily attributable to a 51% increase in natural gas volumes sold, increases in transmission pipeline throughput and gathered volumes and colder weather. The increases were partially offset by higher DD&A expense, higher income tax expense and higher SG&A expenses due to higher incentive compensation expenses.

The average effective sales price to EQT Corporation for production sales volumes was $4.32 per Mcfe during the six months ended June 30, 2013 compared to $4.31 per Mcfe in the same period of 2012. The Company’s average NYMEX natural gas sales price increased to $3.71 per Mcf for the six months ended June 30, 2013 from $2.48 per Mcf for the six months ended June 30, 2012. Hedging activities resulted in an increase in the effective sales price of $0.33 per Mcf in the first half of 2013 compared to an increase of $1.51 per Mcf in the first half of 2012. The $1.18 per Mcf decrease in the impact of hedging activities from 2012 to 2013 was the result of the differential in the NYMEX natural gas sales prices between periods and the lower average hedge prices in 2013.

Other income was $4.4 million for the six months ended June 30, 2013 compared to $11.0 million for the six months ended June 30, 2012. The $6.6 million decrease is primarily attributable to a decrease in the allowance for funds used during construction, as a result of the Sunrise Pipeline being placed into service during the third quarter of 2012, and a gain recognized on the sale of leases in the first half of 2012.

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EQT Corporation and Subsidiaries

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

Interest expense was $6.7 million lower in the six months ended June 30, 2013 compared to the six months ended June 30, 2012 primarily as a result of the Company’s repayment of the $200 million of 5.15% senior notes that matured in the fourth quarter of 2012 and $20.2 million of debentures that matured in the first quarter of 2013.

Income tax expense increased $36.6 million during the six months ended June 30, 2013 compared to the six months ended June 30, 2012, primarily as a result of higher pre-tax income. The Company’s effective income tax rate decreased to 32.0% from 36.4%. This decrease in the first half of 2013 was primarily attributable to unfavorable state net operating loss adjustments recorded in 2012, a reduction in a valuation allowance related to bonus depreciation for state tax purposes in 2013 and the impact of the Partnership’s ownership structure, partially offset by increased state tax expense in 2013 due to higher production sales volumes and natural gas prices.

Net income attributable to noncontrolling interests of the Partnership, which completed its IPO in the third quarter of 2012, was $16.3 million for the six months ended June 30, 2013.

See “Investing Activities” under the caption “Capital Resources and Liquidity” for a discussion of capital expenditures.

Consolidated Operational Data

Revenues earned by the Company at the wellhead from the sale of natural gas are split between EQT Production and EQT Midstream. The split is reflected in the calculation of EQT Production’s average effective sales price. The following operational information presents detailed gross liquid and natural gas operational information as well as midstream deductions to assist the understanding of the Company’s consolidated operations.

	Three Months Ended					Six Months Ended
	June 30,					June 30,
	2013		2012		%	2013		2012		%
in thousands (unless noted)
LIQUIDS
*NGLs:*
Sales Volume (MMcfe) (a)	4,863		3,206		51.7	9,233		6,176		49.5
Sales Volume (Mbbls)	1,234		850		45.2	2,428		1,637		48.3
Gross Price ($/Mbbls)	$	39.93	$	41.56	(3.9)	$	41.47	$	48.42	(14.4	)
Gross NGL Revenue	$	49,260	$	35,323	39.5	$	100,683	$	79,263	27.0
*BTU Premium (Ethane sold as natural gas):*
Sales Volume (MMbtu)	6,962		5,068		37.4	13,329		9,717		37.2
Price ($/MMbtu)	$	4.09	$	2.22	84.2	$	3.74	$	2.46	52.0
BTU Premium Revenue	$	28,488	$	11,245	153.3	$	49,894	$	23,952	108.3
*Oil:*
Sales Volume (MMcfe) (a)	327		437		(25.2)	695		764		(9.0	)
Sales Volume (Mbbls)	54		73		(26.0)	116		127		(8.7	)
Net Price ($/Mbbls)	$	83.95	$	85.99	(2.4)	$	82.55	$	85.49	(3.4	)
Net Oil Revenue	$	4,575	$	6,277	(27.1)	$	9,561	$	10,884	(12.2	)

Total Liquids Revenue	$	82,323	$	52,845	55.8	$	160,138	$	114,099	40.4

Table of Contents

EQT Corporation and Subsidiaries

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

GAS
Sales Volume (MMcf)	87,226		56,353		54.8	161,880		107,127		51.1
NYMEX Price ($/Mcf) (b)	$	4.09	$	2.22	84.2	$	3.74	$	2.46	52.0
Gas Revenue	$	356,929	$	125,029	185.5	$	605,949	$	263,945	129.6
Basis	(939)		366		(356.6)	(1,132)		248		(556.5	)
Gross Gas Revenue (unhedged)	$	355,990	$	125,395	183.9	$	604,817	$	264,193	128.9

Total Gross Gas & Liquids Revenue (unhedged)	$	438,313	$	178,240	145.9	$	764,955	$	378,292	102.2
Hedge impact	9,728		85,397		(88.6)	53,226		162,144		(67.2	)
Total Gross Gas & Liquids Revenue	$	448,041	$	263,637	69.9	$	818,181	$	540,436	51.4
Total Sales Volume (MMcfe)	92,416		59,997		54.0	171,808		114,067		50.6
Average hedge adjusted price ($/Mcfe)	$	4.85	$	4.39	10.5	$	4.76	$	4.74	0.4

Midstream Revenue Deductions ($ / Mcfe)
Gathering to EQT Midstream	$	(0.83)	$	(1.05)	(21.0)	$	(0.86)	$	(1.06)	(18.9	)
Transmission to EQT Midstream	(0.24)		(0.16)		50.0	(0.24)		(0.17)		41.2
Third-party gathering and transmission (c)	(0.37)		(0.46)		(19.6)	(0.33)		(0.33)		0.0
Third-party processing	(0.11)		(0.10)		10.0	(0.11)		(0.10)		10.0
Total midstream revenue deductions	(1.55)		(1.77)		(12.4)	(1.54)		(1.66)		(7.2	)
Average effective sales price to EQT Production	$	3.30	$	2.62	26.0	$	3.22	$	3.08	4.5

EQT Revenue ($ / Mcfe)
Revenues to EQT Midstream	$	1.07	$	1.21	(11.6)	$	1.10	$	1.23	(10.6	)
Revenues to EQT Production	3.30		2.62		26.0	3.22		3.08		4.5
Average effective sales price to EQT Corporation	$	4.37	$	3.83	14.1	$	4.32	$	4.31	0.2

	(a)	NGLs were converted to Mcfe at the rates of 3.94 Mcfe per barrel and 3.77 Mcfe per barrel based on the liquids content for the three months ended June 30, 2013 and 2012, respectively, and 3.80 Mcfe per barrel and 3.77 Mcfe per barrel based on the liquids content for the six months ended June 30, 2013 and 2012, respectively. Crude oil was converted to Mcfe at the rate of six Mcfe per barrel for all periods.

	(b)	The Company’s volume weighted NYMEX natural gas price (actual average NYMEX natural gas price ($/Mcf) was $4.09 and $2.22 for the three months ended June 30, 2013 and 2012, respectively, and $3.71 and $2.48 for the six months ended June 30, 2013 and 2012, respectively).

	(c)	Due to the sale of unused capacity on the El Paso 300 line that was not under long-term resale agreements at prices below the capacity charge, third-party gathering and transmission rates increased by $0.09 per Mcfe and $0.07 per Mcfe for the three and six months ended June 30, 2013, respectively. The unused capacity on the El Paso 300 line not under long-term resale agreements was sold at prices below the capacity charge, increasing third-party gathering and transmission rates by $0.12 per Mcfe for the three months ended June 30, 2012. The sale of unused capacity on the El Paso 300 line that was not under long-term resale agreements had no impact on third-party gathering and transmission rates for the six months ended June 30, 2012.

Business Segment Results

The Company has reported the components of each segment’s operating income and various operational measures in the sections below, and where appropriate, has provided information describing how a measure was derived. EQT’s management believes that presentation of this information provides useful information to management and investors regarding the financial condition, operations and trends of each of EQT’s business segments without being obscured by the financial condition, operations and trends for the other segments or by the effects of corporate allocations of interest, income taxes and other income. In addition, management uses