Edgar Filing: EQT Corp

10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)



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

FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2016



¨	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 x No ¨

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 x No ¨

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 x		Accelerated Filer ¨
Non-Accelerated Filer ¨		Smaller reporting company ¨

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

As of March 31, 2016, 160,594 (in thousands) shares of common stock, no par value, of the registrant were outstanding.

Table of Contents

EQT CORPORATION AND SUBSIDIARIES

Index



		Page No.
Part I. Financial Information:

Item 1.	Financial Statements (Unaudited):

	Statements of Consolidated Income for the Three Months Ended March 31, 2016 and 2015	3

	Statements of Consolidated Comprehensive Income for the Three Months Ended March 31, 2016 and 2015	4

	Statements of Condensed Consolidated Cash Flows for the Three Months Ended March 31, 2016 and 2015	5

	Condensed Consolidated Balance Sheets as of March 31, 2016 and December 31, 2015	6

	Statements of Condensed Consolidated Equity for the Three Months Ended March 31, 2016 and 2015	8

	Notes to the Condensed Consolidated Financial Statements	9

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	21

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	36

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 5.	Other Information	39

Item 6.	Exhibits	40

Signature		41

Index to Exhibits		42

Table of Contents

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

EQT CORPORATION AND SUBSIDIARIES

Statements of Consolidated Income (Unaudited)



	Three Months Ended March 31,
	2016		2015
	(Thousands, except per share amounts)
Revenues:
Sales of natural gas, oil and NGLs	$	364,427	$	586,408
Pipeline and marketing services	71,647		84,815
Gain on derivatives not designated as hedges	108,995		43,592
Total operating revenues	545,069		714,815

Operating expenses:
Transportation and processing	77,193		65,776
Operation and maintenance	31,483		28,247
Production	26,896		31,356
Exploration	3,123		12,554
Selling, general and administrative	57,942		63,126
Depreciation, depletion and amortization	221,231		194,745
Impairment of long-lived assets	—		4,252
Total operating expenses	417,868		400,056

Operating income	127,201		314,759

Other income	4,840		939
Interest expense	36,180		37,216
Income before income taxes	95,861		278,482
Income tax expense	7,436		57,314
Net income	88,425		221,168
Less: Net income attributable to noncontrolling interests	82,789		47,741
Net income attributable to EQT Corporation	$	5,636	$	173,427

Earnings per share of common stock attributable to EQT Corporation:
Basic:
Weighted average common stock outstanding	156,720		152,036
Net income	$	0.04	$	1.14
Diluted:
Weighted average common stock outstanding	157,195		152,756
Net income	$	0.04	$	1.14
Dividends declared per common share	$	0.03	$	0.03

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 March 31,
	2016			2015
	(Thousands)
Net income	$	88,425		$	221,168

Other comprehensive (loss) income, net of tax:
Net change in cash flow hedges:
Natural gas, net of tax benefit of $(8,339) and $(27,000)	(12,424		)	(40,751		)
Interest rate, net of tax expense of $25 and $25	36			36
Pension and other post-retirement benefits liability adjustment, net of tax expense of $135 and $128	213			202
Other comprehensive loss	(12,175		)	(40,513		)
Comprehensive income	76,250			180,655
Less: Comprehensive income attributable to noncontrolling interests	82,789			47,741
Comprehensive (loss) income attributable to EQT Corporation	$	(6,539	)	$	132,914

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)



	Three Months Ended March 31,
	2016			2015
	(Thousands)
Cash flows from operating activities:
Net income	$	88,425		$	221,168
Adjustments to reconcile net income to net cash provided by operating activities:
Deferred income tax expense (benefit)	7,073			(31,070		)
Depreciation, depletion and amortization	221,231			194,745
Asset and lease impairments	1,832			18,995
Provision for (recoveries of) losses on accounts receivable	100			(524		)
Other income	(4,840		)	(939		)
Stock-based compensation expense	12,777			15,441
Gain on derivatives not designated as hedges	(108,995		)	(43,592		)
Cash settlements received on derivatives not designated as hedges	109,132			7,742
Changes in other assets and liabilities:
Accounts receivable	27,340			69,542
Accounts payable	(38,555		)	(39,326		)
Other items, net	(30,603		)	40,934
Net cash provided by operating activities	284,917			453,116

Cash flows from investing activities:
Capital expenditures	(397,791		)	(627,700		)
Capital contributions to Mountain Valley Pipeline, LLC	(11,430		)	(54,229		)
Sales of interests in Mountain Valley Pipeline, LLC	12,533			—
Net cash used in investing activities	(396,688		)	(681,929		)

Cash flows from financing activities:
Proceeds from the issuance of common shares of EQT Corporation, net of issuance costs	430,420			—
Proceeds from the issuance of common units of EQT Midstream Partners, LP, net of issuance costs	—			696,681
Increase in borrowings on EQT Midstream Partners, LP credit facility	71,000			390,000
Decrease in borrowings on EQT Midstream Partners, LP credit facility	(361,000		)	(91,000		)
Dividends paid	(4,586		)	(4,562		)
Distributions to noncontrolling interests	(42,780		)	(22,845		)
Repayments and retirements of long-term debt	—			(3,093		)
Proceeds and excess tax benefits from awards under employee compensation plans	—			9,558
Cash paid for taxes related to net settlement of share-based incentive awards	(26,018		)	(39,837		)
Repurchase of common stock	(10		)	—
Net cash provided by financing activities	67,026			934,902
Net change in cash and cash equivalents	(44,745		)	706,089
Cash and cash equivalents at beginning of period	1,601,232			1,077,429
Cash and cash equivalents at end of period	$	1,556,487		$	1,783,518

Cash paid (received) during the period for:
Interest, net of amount capitalized	$	16,528		$	14,160
Income taxes, net	$	674		$	(110	)

Non-cash activity during the period for:
Increase in Mountain Valley Pipeline, LLC investment/payable for capital contributions	$	13,864		$	—

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)



	March 31, 2016		December 31, 2015
	(Thousands)
Assets

Current assets:
Cash and cash equivalents	$	1,556,487	$	1,601,232
Accounts receivable (less accumulated provision for doubtful accounts: $3,177 at March 31, 2016 and $3,018 at December 31, 2015)	149,517		176,957
Derivative instruments, at fair value	400,700		417,397
Prepaid expenses and other	49,654		55,433
Total current assets	2,156,358		2,251,019

Property, plant and equipment	16,004,602		15,635,549
Less: accumulated depreciation and depletion	4,379,182		4,163,528
Net property, plant and equipment	11,625,420		11,472,021

Other assets	267,847		253,132
Total assets	$	14,049,625	$	13,976,172

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)



	March 31, 2016			December 31, 2015
	(Thousands)
Liabilities and Stockholders’ Equity

Current liabilities:
Credit facility borrowings	$	9,000		$	299,000
Accounts payable	223,307			291,550
Derivative instruments, at fair value	27,638			23,434
Other current liabilities	161,403			181,835
Total current liabilities	421,348			795,819

Long-term debt	2,794,481			2,793,343
Deferred income taxes	1,971,682			1,972,170
Other liabilities and credits	380,543			386,798
Total liabilities	5,568,054			5,948,130

Equity:
Stockholders’ equity:
Common stock, no par value, authorized 320,000 shares, shares issued: 165,822 at March 31, 2016 and 158,347 at December 31, 2015	2,567,568			2,153,280
Treasury stock, shares at cost: 5,228 at March 31, 2016 (including 330 held in rabbi trust) and 5,793 at December 31, 2015 (including 292 held in rabbi trust)	(93,878		)	(104,079		)
Retained earnings	2,983,262			2,982,212
Accumulated other comprehensive income	34,203			46,378
Total common stockholders’ equity	5,491,155			5,077,791
Noncontrolling interests in consolidated subsidiaries	2,990,416			2,950,251
Total equity	8,481,571			8,028,042
Total liabilities and equity	$	14,049,625		$	13,976,172

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 Comprehensive Income (Loss)			Noncontrolling Interests in Consolidated Subsidiaries
	Shares Outstanding		No Par Value			Retained Earnings			Accumulated Other Comprehensive Income (Loss)			Noncontrolling Interests in Consolidated Subsidiaries			Total Equity
	(Thousands)
Balance, January 1, 2015	151,596		$	1,466,192		$	2,917,129		$	199,494		$	1,790,248		$	6,373,063
Comprehensive income (net of tax):
Net income						173,427						47,741			221,168
Net change in cash flow hedges:
Natural gas, net of tax benefit of $(27,000)									(40,751		)				(40,751		)
Interest rate, net of tax expense of $25									36						36
Pension and other post-retirement benefits liability adjustment, net of tax expense of $128									202						202
Dividends ($0.03 per share)						(4,562		)							(4,562		)
Stock-based compensation plans, net	750		(10,241		)							368			(9,873		)
Distributions to noncontrolling interests ($0.58 per EQT Midstream Partners, LP common unit)												(22,845		)	(22,845		)
Issuance of common units of EQT Midstream Partners, LP												696,681			696,681
Changes in ownership of consolidated subsidiary, net			122,833									(195,787		)	(72,954		)
Balance, March 31, 2015	152,346		$	1,578,784		$	3,085,994		$	158,981		$	2,316,406		$	7,140,165

Balance, January 1, 2016	152,554		$	2,049,201		$	2,982,212		$	46,378		$	2,950,251		$	8,028,042
Comprehensive income (net of tax):
Net income						5,636						82,789			88,425
Net change in cash flow hedges:
Natural gas, net of tax benefit of $(8,339)									(12,424		)				(12,424		)
Interest rate, net of tax expense of $25									36						36
Pension and other post-retirement benefits liability adjustment, net of tax expense of $135									213						213
Dividends ($0.03 per share)						(4,586		)							(4,586		)
Stock-based compensation plans, net	566		(5,921		)							156			(5,765		)
Distributions to noncontrolling interests ($0.71 and $0.122 per common unit from EQT Midstream Partners, LP and EQT GP Holdings, LP, respectively)												(42,780		)	(42,780		)
Issuance of common shares of EQT Corporation	7,475		430,420												430,420
Repurchase of common stock	(1	)	(10		)										(10		)
Balance, March 31, 2016	160,594		$	2,473,690		$	2,983,262		$	34,203		$	2,990,416		$	8,481,571

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

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EQT Corporation and Subsidiaries

Notes to the 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 March 31, 2016 and December 31, 2015, the results of its operations for the three month periods ended March 31, 2016 and 2015 and its cash flows for the three month periods ended March 31, 2016 and 2015. In this Quarterly Report on Form 10-Q, references to “we,” “us,” “our,” “EQT,” “EQT Corporation,” and the “Company” refer collectively to EQT Corporation and its consolidated subsidiaries.

Certain previously reported amounts have been reclassified to conform to the current year presentation. The impact of these reclassifications was not material to any of the previously issued financial statements.

The balance sheet at December 31, 2015 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.

On February 19, 2016, the Company entered into an Underwriting Agreement with Goldman, Sachs & Co. (the Underwriter) providing for the offer and sale by the Company (Offering), and the purchase by the Underwriter, of 6,500,000 shares of the Company’s common stock, no par value (Common Stock), at a price to the public of $58.50 per share. Pursuant to the Underwriting Agreement, the Company also granted the Underwriter an option for a period of 30 days to purchase up to 975,000 additional shares of Common Stock (Option Shares) on the same terms. On February 22, 2016, the Underwriter exercised in full its option to purchase the Option Shares. The Offering closed on February 24, 2016, and the Company received net proceeds from the sale of Common Stock in the Offering (including exercise of the Underwriter’s option to purchase the Option Shares in full) of approximately $430.4 million, after deducting underwriting discounts and commissions and estimated offering expenses. The Company intends to use the net proceeds from the Offering for general corporate purposes, which may include, among other things, repayment of a portion of its outstanding indebtedness.

On March 2, 2016, the Internal Revenue Service issued a favorable determination letter for the termination of the EQT Corporation Retirement Plan for Employees (Retirement Plan). The Company expects to liquidate the remaining pension obligation by purchasing annuities during 2016. At that time, the Company will reclassify all actuarial loss remaining in accumulated other comprehensive loss, totaling approximately $16 million (on a pre-tax basis), to earnings. The Company expects to make cash payments of approximately $6 million to fully fund the Retirement Plan upon liquidation.

As a result of declining production volumes in the Company’s non-core Huron play and the depressed commodity price environment, the Company consolidated its Huron operations in Kentucky, Virginia, and southern West Virginia during the first quarter of 2016. The consolidation is expected to improve the Company’s cost structure for its Huron operations. The Company recorded restructuring charges of $3.8 million related to the Huron operations consolidation for the three months ended March 31, 2016.

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, 2015 as well as “Management’s Discussion and Analysis of Financial Condition and Results of Operations” beginning on page 21 of this Quarterly Report on Form 10-Q.

B. EQT GP Holdings, LP

In January 2015, the Company formed EQT GP Holdings, LP (EQGP) (NYSE: EQGP), a Delaware limited partnership, to own the Company's partnership interests in EQT Midstream Partners, LP (EQM) (NYSE: EQM). EQGP owned the following EQM partnership interests as of March 31, 2016, which represent EQGP’s only cash-generating assets: 21,811,643 EQM common units, representing a 27.6% limited partner interest in EQM; 1,443,015 EQM general partner units, representing a 1.8% general partner interest in EQM; and all of EQM’s incentive distribution rights, or IDRs, which entitle EQGP to receive up to 48.0% of all incremental cash distributed in a quarter after $0.5250 has been distributed in respect of each common unit and general partner unit of EQM for that quarter. The Company is the ultimate parent company of EQGP and EQM.

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EQT Corporation and Subsidiaries

Notes to the Condensed Consolidated Financial Statements (Unaudited)

On May 15, 2015, EQGP completed an underwritten initial public offering (IPO) of 26,450,000 common units representing limited partner interests in EQGP, which represented 9.9% of EQGP’s outstanding limited partner interests. The Company retained 239,715,000 common units, which represented a 90.1% limited partner interest, and a non-economic general partner interest, in EQGP. EQT Gathering Holdings, LLC, an indirect wholly owned subsidiary of the Company, was the selling unitholder and sold all of the EQGP common units in the offering. The IPO resulted in net proceeds to the Company of approximately $674.0 million after deducting the underwriters' discount of approximately $37.5 million and structuring fees of approximately $2.7 million. EQGP did not receive any of the proceeds from, or incur any expenses in connection with the IPO.

The Company continues to consolidate the results of EQGP, but records an income tax provision only as to its ownership percentage. The Company records the noncontrolling interest of the EQGP public limited partners in its financial statements.

On April 26, 2016, the Board of Directors of EQGP’s general partner declared a cash distribution to EQGP’s unitholders for the first quarter of 2016 of $0.134 per common unit, or approximately $35.7 million. The distribution will be paid on May 23, 2016 to unitholders of record, including the Company, at the close of business on May 6, 2016.

Net income attributable to noncontrolling interests (i.e., to the EQGP limited partner interests not owned by the Company and the EQM limited partner interests not owned by EQGP) was $82.8 million for the three months ended March 31, 2016. Net income attributable to noncontrolling interests (i.e., to the EQM limited partner interests not owned by the Company) was $47.7 million for the three months ended March 31, 2015.

C. EQT Midstream Partners, LP

In January 2012, the Company formed EQM to own, operate, acquire and develop midstream assets in the Appalachian Basin. EQM provides midstream services to the Company and other third parties. EQM is consolidated in the Company’s consolidated financial statements. The Company records the noncontrolling interest of the EQM public limited partners in its financial statements.

On March 30, 2015, the Company assigned 100% of the membership interest in MVP Holdco, LLC (MVP Holdco), an indirect wholly owned subsidiary of the Company that as of March 31, 2016 owned a 45.5% interest (the MVP Interest) in Mountain Valley Pipeline, LLC (MVP Joint Venture), to EQM for $54.2 million, which represented EQM's reimbursement to the Company for 100% of the capital contributions made by the Company to the MVP Joint Venture as of March 30, 2015. The MVP Joint Venture plans to construct the Mountain Valley Pipeline (MVP), an estimated 300-mile natural gas interstate pipeline spanning from northern West Virginia to southern Virginia. The MVP Joint Venture has secured a total of 2.0 Bcf per day of 20-year firm capacity commitments, including an approximately 1.29 Bcf per day firm capacity commitment by the Company. The MVP project is subject to Federal Energy Regulatory Commission (FERC) approval. The MVP Joint Venture submitted the MVP certificate application to the FERC in October 2015, is currently in the regulatory review process with the FERC and anticipates receiving the certificate in the fourth quarter of 2016. Subject to FERC approval, construction is scheduled to begin shortly thereafter and the pipeline is expected to be in-service during the fourth quarter of 2018.

On April 26, 2016, the Board of Directors of EQM’s general partner declared a cash distribution to EQM’s unitholders for the first quarter of 2016 of $0.745 per common unit. The cash distribution will be paid on May 13, 2016 to unitholders of record, including EQGP, at the close of business on May 6, 2016. Based on the 77,632,449 EQM common units outstanding on April 27, 2016, the aggregate cash distributions by EQM to EQGP would be approximately $36.5 million consisting of: $16.3 million in respect of its limited partner interest, $1.4 million in respect of its general partner interest and $18.8 million in respect of its IDRs. The distributions to EQGP in respect of its general partner interest and IDRs in EQM are subject to change if EQM issues additional common units on or prior to the record date for the first quarter 2016 distribution.

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EQT Corporation and Subsidiaries

Notes to Condensed Consolidated Financial Statements (Unaudited)

D. Equity in Nonconsolidated Investments

The Company, through its ownership interest in EQM, has an ownership interest in the MVP Joint Venture, a nonconsolidated investment that is accounted for under the equity method of accounting. The following table summarizes the Company's equity in the nonconsolidated investment:

Interest

Ownership % as of

Equity as of

Investee

Location

Type

March 31, 2016

December 31, 2015

(Thousands)

MVP Joint Venture

USA

Joint

45.5%

91,678

77,025

The Company’s ownership share of the earnings for the three months ended March 31, 2016 and 2015 related to the total investments accounted for under the equity method was $1.6 million and $0.2 million, respectively, reported in other income on the Statements of Consolidated Income.

The MVP Joint Venture has been determined to be a variable interest entity because the MVP Joint Venture has insufficient equity to finance activities during the construction stage of the project. EQM is not the primary beneficiary because it does not have the power to direct the activities of the MVP Joint Venture that most significantly impact its economic performance. Certain business decisions, including, but not limited to, decisions with respect to operating and construction budgets, project construction schedule, material contracts or precedent agreements, indebtedness, significant acquisitions or dispositions, material regulatory filings and strategic decisions require the approval of owners holding a super majority percentage in the MVP Joint Venture and no one member individually owns such super majority interest. Beginning on the date it was assumed from the Company, EQM accounted for its interest in the MVP Joint Venture as an equity method investment as EQM has the ability to exercise significant influence over operating and financial policies of the MVP Joint Venture. As of March 31, 2016, the Company’s interest in the MVP Joint Venture was recorded in other assets on the Condensed Consolidated Balance Sheets.

On January 21, 2016, affiliates of Consolidated Edison, Inc. (ConEd) acquired a 12.5% interest in the MVP Joint Venture and entered into 20-year firm capacity commitments for approximately 0.25 Bcf per day on both the MVP and EQM’s transmission system (ConEd Transaction). As a result of the ConEd Transaction, EQM’s interest in the MVP Joint Venture decreased by 8.5% to 45.5%, and during the first quarter of 2016, ConEd reimbursed EQM $12.5 million related to the proportionate reduction in EQM’s interest in the joint venture. ConEd has the right to terminate its purchase of the interest in the MVP Joint Venture and be reimbursed for the purchase price and all capital contributions made to the MVP Joint Venture for a period ending no later than December 31, 2016.

As of March 31, 2016, EQM had issued a $91 million performance guarantee in favor of the MVP Joint Venture to provide performance assurances for MVP Holdco's obligations to fund its proportionate share of the construction budget for the MVP. Upon the FERC’s initial release to begin construction of the MVP, EQM's guarantee will terminate; EQM will then be obligated to issue a new guarantee in an amount equal to 33% of MVP Holdco’s remaining obligations to make capital contributions to the MVP Joint Venture in connection with the then remaining construction budget, less, subject to certain limits, any credit assurances issued by any affiliate of EQM under such affiliate's precedent agreement with the MVP Joint Venture.

As of March 31, 2016, EQM's maximum financial statement exposure related to the MVP Joint Venture was approximately $183 million, which included the investment balance of $92 million on the Consolidated Balance Sheet as of March 31, 2016 and amounts which could have become due under the performance guarantee as of that date.

E. Consolidated Variable Interest Entities

EQT adopted Accounting Standard Update (ASU) No. 2015-02, Consolidation in the first quarter of 2016 and, as a result, EQT determined EQGP and EQM to be variable interest entities. Through EQT's ownership and control of EQGP's general partner and control of EQM's general partner, EQT has the power to direct the activities that most significantly impact their economic performance. In addition, through EQT's general partner interest and limited partner interest in EQGP and EQGP's general partner interest, limited partner interest and incentive distribution rights in EQM, EQT has the obligation to absorb the losses of EQGP and EQM and the right to receive benefits from EQGP and EQM, in accordance with such interests. Therefore, EQT has a controlling financial interest in EQGP and EQM, is the primary beneficiary of EQGP and EQM and consolidates EQGP and EQM.

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EQT Corporation and Subsidiaries

Notes to Condensed Consolidated Financial Statements (Unaudited)

The risks associated with the operations of EQGP and EQM are discussed in their respective Annual Reports on Form 10-K for the year ended December 31, 2015. See further discussion of the impact that EQT's involvement in EQGP and EQM have on EQT's financial position, results of operations and cash flows included in EQT's Annual Report on Form 10-K for the year ended December 31, 2015, including in the section captioned "Management's Discussion and Analysis of Financial Condition and Results of Operations" contained therein. See Notes B and C for further discussion of EQGP and EQM.

The following table presents amounts included in EQT's Consolidated Balance Sheets that were for the use or obligation of EQGP and EQM as of March 31, 2016 and December 31, 2015.



Classification	March 31, 2016		December 31, 2015
	(Thousands)
Assets:
Cash and cash equivalents	$	375	$	350,815
Accounts receivable	17,724		17,131
Prepaid expenses and other	3,077		2,111
Property, plant and equipment, net	2,088,063		1,969,993
Other assets	106,130		91,975
Liabilities:
Accounts payable	$	46,367	$	35,909
Credit facility borrowings	9,000		299,000
Other current liabilities	23,946		15,722
Long-term debt	493,594		493,401
Other liabilities and credits	8,730		7,834

The following table summarizes the EQGP Statements of Consolidated Operations and Cash Flows for the three months ended March 31, 2016 and 2015, inclusive of affiliate amounts.



	Three Months Ended March 31,
	2016			2015
	(Thousands)
Operating revenues	$	180,601		$	154,811
Operating expenses	49,372			42,059
Other expenses	3,120			31,077
Net income	$	128,109		$	81,675

Net cash provided by operating activities	$	117,571		$	114,659
Net cash used in investing activities	(103,674		)	(532,435		)
Net cash (used in) provided by financing activities	$	(364,337	)	$	458,101

F. Financial Information by Business Segment

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 two segments, which reflect its lines of business. The EQT Production segment includes the Company’s exploration for, development and production of and sales of, natural gas and natural gas liquids (NGLs) in the Appalachian and Permian Basins. The EQT Midstream segment’s operations include the natural gas gathering, transmission and storage activities of the Company, including ownership and operation of EQGP and EQM. EQT Midstream also provides marketing services for the benefit of EQT Production.

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EQT Corporation and Subsidiaries

Notes to the Condensed Consolidated Financial Statements (Unaudited)

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 upon an allocation of the headquarters’ annual operating budget. Differences between budget and actual headquarters’ expenses are not allocated to the operating segments.

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



Three Months Ended March 31, 2016	EQT Production		EQT Midstream		Intersegment Eliminations			EQT Corporation
Revenues:
Sales of natural gas, oil and NGLs	$	364,427	$	—	$	—		$	364,427
Pipeline and marketing services	4,586		224,729		(157,668		)	71,647
Gain on derivatives not designated as hedges	108,995		—		—			108,995
Total operating revenues	$	478,008	$	224,729	$	(157,668	)	$	545,069



Three Months Ended March 31, 2015	EQT Production (a)		EQT Midstream			Intersegment Eliminations (a)			EQT Corporation
Revenues:
Sales of natural gas, oil and NGLs	$	586,408	$	—		$	—		$	586,408
Pipeline and marketing services	13,137		208,881			(137,203		)	84,815
Gain (loss) on derivatives not designated as hedges	44,246		(654		)	—			43,592
Total operating revenues	$	643,791	$	208,227		$	(137,203	)	$	714,815


(a)	For the three months ended March 31, 2016, EQT Production presented affiliated gathering and transmission costs as operating expenses for consistency with the presentation of third party costs. Historically, these affiliated costs have been presented as revenue deductions. Certain previously reported amounts have been reclassified to conform with current year presentation.



	Three Months Ended March 31,
	2016			2015
	(Thousands)
Operating income (loss):
EQT Production	$	(11,254	)	$	185,843
EQT Midstream	141,859			129,741
Unallocated expenses (b)	(3,404		)	(825		)
Total operating income	$	127,201		$	314,759


(b)	Unallocated expenses consist primarily of incentive compensation expense and administrative costs.

Reconciliation of operating income to net income:



Total operating income	$	127,201	$	314,759
Other income	4,840		939
Interest expense	36,180		37,216
Income tax expense	7,436		57,314
Net income	$	88,425	$	221,168

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EQT Corporation and Subsidiaries

Notes to the Condensed Consolidated Financial Statements (Unaudited)



	As of March 31, 2016		As of December 31, 2015
	(Thousands)
Segment assets:
EQT Production	$	8,991,202	$	8,995,853
EQT Midstream	3,343,923		3,226,138
Total operating segments	12,335,125		12,221,991
Headquarters assets, including cash and short-term investments	1,714,500		1,754,181
Total assets	$	14,049,625	$	13,976,172



	Three Months Ended March 31,
	2016		2015
	(Thousands)
Depreciation, depletion and amortization:
EQT Production	$	194,836	$	171,463
EQT Midstream	26,333		23,195
Other	62		87
Total	$	221,231	$	194,745

Expenditures for segment assets (c):
EQT Production (d)	$	231,613	$	481,974
EQT Midstream	140,920		72,575
Other	1,013		893
Total	$	373,546	$	555,442


(c)	Includes a portion of non-cash stock-based compensation expense and the impact of capital accruals.


(d)	Expenditures for segment assets in the EQT Production segment include $33.3 million and $51.0 million for property acquisitions during the three months ended March 31, 2016 and 2015, respectively.

G. 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 at EQT Production. 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 over the counter (OTC) derivative commodity instruments, primarily swap and collar agreements, that are primarily placed with financial institutions. The creditworthiness of all counterparties is regularly monitored. Swap agreements involve 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 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 has also engaged in a limited number of call options.

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.

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 had been designated and qualified 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.

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EQT Corporation and Subsidiaries

Notes to the Condensed Consolidated Financial Statements (Unaudited)

In prior periods, 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 EQT Production's produced volumes and forecasted natural gas purchases and sales were designated and qualified as cash flow hedges. As of March 31, 2016 and December 31, 2015, the Company deferred net gains of $52.3 million and $64.8 million, respectively, in accumulated OCI, net of tax, related to the effective portion of the change in fair value of its derivative commodity instruments designated as cash flow hedges. Effective December 31, 2014, the Company elected to de-designate all cash flow hedges and discontinue the use of cash flow hedge accounting. As of March 31, 2016 and December 31, 2015, the forecasted transactions that were hedged as of December 31, 2014 remained probable of occurring and as such, the amounts in accumulated OCI will continue to be reported in accumulated OCI and will be reclassified into earnings in future periods when the underlying hedged transactions occur. The forecasted transactions extend through December 2018. The Company estimates that approximately $43.2 million of net gains on its derivative commodity instruments reflected in accumulated OCI, net of tax, as of March 31, 2016 will be recognized in earnings during the next twelve months due to the settlement of hedged transactions. As a result of the discontinuance of cash flow hedge accounting, beginning in 2015, all changes in fair value of the Company’s derivative instruments are recognized within operating revenues in the Statements of Consolidated Income.

The Company also enters into fixed price natural gas sales agreements that are satisfied by physical delivery. These physical commodity contracts qualify for the normal purchases and sales exception and are not subject to derivative instrument accounting.

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.



	Three Months Ended March 31,
	2016			2015
	(Thousands)
Commodity derivatives designated as cash flow hedges
Amount of gain reclassified from accumulated OCI, net of tax, into sales of natural gas, oil and NGLs (effective portion)	$	12,424		$	40,751

Interest rate derivatives designated as cash flow hedges
Amount of loss reclassified from accumulated OCI, net of tax, into interest expense (effective portion)	$	(36	)	$	(36	)

Derivatives not designated as hedging instruments
Amount of gain recognized in gain on derivatives not designated as hedges	$	108,995		$	43,592

The absolute quantities of the Company’s derivative commodity instruments totaled 650 Bcf and 676 Bcf as of March 31, 2016 and December 31, 2015, respectively, and were primarily related to natural gas swaps, basis swaps and collars. The open positions at March 31, 2016 and December 31, 2015 had maturities extending through December 2019.

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EQT Corporation and Subsidiaries

Notes to the Condensed Consolidated Financial Statements (Unaudited)

The Company has netting agreements with financial institutions and its brokers that permit net settlement of gross commodity derivative assets against gross commodity derivative liabilities. The table below reflects the impact of netting agreements and margin deposits on gross derivative assets and liabilities as of March 31, 2016 and December 31, 2015.



As of March 31, 2016	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	$	400,700	$	(21,829	)	$	—	$	378,871

Liability derivatives:
Derivative instruments, at fair value	$	27,638	$	(21,829	)	$	—	$	5,809



As of December 31, 2015	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	$	417,397	$	(19,909	)	$	—	$	397,488

Liability derivatives:
Derivative instruments, at fair value	$	23,434	$	(19,909	)	$	—	$	3,525

Certain of the Company’s derivative instrument contracts provide that if the Company’s credit ratings by Standard & Poor’s Ratings Services (S&P) or Moody’s Investors Services (Moody’s) are lowered below investment grade, additional collateral may be required to be deposited with the counterparty. The additional collateral can be up to 100% of the derivative liability. As of March 31, 2016, the aggregate fair value of all derivative instruments with credit risk-related contingent features that were in a net liability position was $6.3 million, for which the Company had no collateral posted on March 31, 2016. If the Company’s credit rating by S&P or Moody’s had been downgraded below investment grade on March 31, 2016, the Company would not have been required to post any additional collateral under the agreements with the respective counterparties. 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 March 31, 2016. 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. Having a non-investment grade rating would result in greater borrowing costs and collateral requirements than would be available if all credit ratings were investment grade.

H. Fair Value Measurements

The Company records its financial instruments, principally derivative instruments, at fair value in its Condensed Consolidated Balance Sheets. The Company estimates the fair value using quoted market prices, where available. If quoted market prices are not available, fair value is based upon models that use market-based parameters as inputs, including 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 and credit default swaps rates where available.

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EQT Corporation and Subsidiaries

Notes to the Condensed Consolidated Financial Statements (Unaudited)

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 in Level 2 primarily include the Company’s swap and collar agreements. There were no transfers between Level 1 and 2 during the periods presented. There were no transfers into or out of Level 3 during the periods presented. The Company recognizes transfers between Levels as of the actual date of the event or change in circumstances that caused the transfer.

The fair value of the commodity swaps included in Level 2 is based on standard industry income approach models that use significant observable inputs, including New York Mercantile Exchange (NYMEX) forward curves, LIBOR-based discount rates and basis forward curves. The Company’s collars and options are valued using standard industry income approach option models. The significant observable inputs utilized by the option pricing models include NYMEX forward curves, natural gas volatilities and LIBOR-based discount rates. The NYMEX forward curves, LIBOR-based discount rates, natural gas volatilities and basis forward curves are validated to external sources at least monthly.

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



			Fair value measurements at reporting date using
Description	As of March 31, 2016		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	$	400,700	$	—	$	400,700	$	—

Liabilities
Derivative instruments, at fair value	$	27,638	$	—	$	27,638	$	—



			Fair value measurements at reporting date using
Description	As of December 31, 2015		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	$	417,397	$	—	$	417,397	$	—

Liabilities
Derivative instruments, at fair value	$	23,434	$	—	$	23,434	$	—

The carrying value of cash equivalents, accounts receivable, amounts due to/from related parties and accounts payable approximate fair value due to the short-term maturity of the instruments. The carrying value of borrowings under EQM’s credit facility approximates fair value as the interest rates are based on prevailing market rates.

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 total debt (including EQM’s long-term debt) on the Condensed Consolidated Balance Sheets was approximately $2.8 billion at March 31, 2016 and December 31, 2015. The carrying value of total debt (including EQM’s long-term debt) on the Condensed Consolidated Balance Sheets was approximately $2.8 billion at March 31, 2016 and December 31, 2015.

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EQT Corporation and Subsidiaries

Notes to the Condensed Consolidated Financial Statements (Unaudited)

I. Income Taxes

The Company has historically calculated the provision for income taxes during interim reporting periods by applying an estimate of the annual effective tax rate for the full fiscal year to “ordinary” income or loss (pretax income or loss excluding unusual or infrequently occurring discrete items) for the reporting period. The Company used a discrete effective tax rate method to calculate taxes for the three month period ended March 31, 2016. The Company determined that the historical method would not provide a reliable estimate for the three month period ended March 31, 2016, as small fluctuations in estimated “ordinary” income would result in significant changes in the estimated annual effective tax rate.

All of EQGP’s earnings are included in the Company’s net income. However, the Company is not required to record income tax expense with respect to the portion of EQGP’s earnings allocated to the noncontrolling public limited partners of EQGP and EQM, which reduces the Company’s effective tax rate.

The Company’s effective income tax rate for the three months ended March 31, 2016 was 7.8%, compared to 20.6% for the three months ended March 31, 2015. The decrease in the effective income tax rate was primarily attributable to an increase in income allocated to the noncontrolling limited partners of EQGP and EQM and the reduction in EQT Production segment operating income, primarily due to lower realized commodity prices. This was partially offset by an increase to state taxes in 2016 as a result of net operating losses on state tax paying entities for which no benefit could be recorded. The increase to noncontrolling limited partners income was primarily the result of higher net income at EQM and increased noncontrolling interests as a result of EQM’s March 2015 and November 2015 underwritten public offerings of common units, issuances of EQM common units under the $750 million "At the Market" common unit offering program ($750 million ATM Program) and EQGP’s May 2015 IPO.

There were no material changes to the Company’s methodology for determining unrecognized tax benefits during the three months ended March 31, 2016. The Company believes that it is appropriately reserved for uncertain tax positions.

J. Revolving Credit Facilities

The Company has a $1.5 billion unsecured revolving credit facility that expires in February 2019. The Company had no borrowings or letters of credit outstanding under its revolving credit facility as of March 31, 2016 or December 31, 2015 or at any time during the three months ended March 31, 2016 and 2015.

EQM has a $750 million credit facility that expires in February 2019, and EQM had $9 million of borrowings and no letters of credit outstanding under its revolving credit facility as of March 31, 2016. As of December 31, 2015, EQM had $299 million of borrowings and no letters of credit outstanding under its revolving credit facility. The maximum amount of outstanding borrowings under EQM’s revolving credit facility at any time during the three months ended March 31, 2016 and 2015 was $299 million and $390 million, respectively. The average daily balance of loans outstanding under EQM’s credit facility was approximately $134 million and $60 million during the three months ended March 31, 2016 and 2015, respectively. Interest was incurred on the borrowings at a weighted average annual interest rate of approximately 1.9% and 1.7% for the three months ended March 31, 2016 and 2015, respectively.

The Company incurred commitment fees averaging approximately 6 basis points for each of the three months ended March 31, 2016 and 2015 to maintain credit availability under its revolving credit facility. EQM incurred commitment fees averaging approximately 6 basis points for each of the three months ended March 31, 2016 and 2015 to maintain credit availability under its revolving credit facility.

K. 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 475,412 and 719,844 for the three months ended March 31, 2016 and 2015, respectively. Options to purchase common stock which were excluded from potentially dilutive securities because they were anti-dilutive totaled 580,400 and 133,500 for the three months ended March 31, 2016 and 2015, respectively. The impact of EQM’s and EQGP’s dilutive units did not have a material impact on the Company’s earnings per share calculations for any of the periods presented.

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EQT Corporation and Subsidiaries

Notes to the Condensed Consolidated Financial Statements (Unaudited)

L. Changes in Accumulated Other Comprehensive Income by Component

The following tables explain the changes in accumulated OCI by component during the applicable period:



	Three Months Ended March 31, 2016
	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, net of tax
	(Thousands)
Accumulated OCI (loss), net of tax, as of January 1, 2016	$	64,762			$	(843	)		$	(17,541	)		$	46,378
(Gains) losses reclassified from accumulated OCI, net of tax	(12,424		)	(a)	36			(a)	213			(b)	(12,175		)
Accumulated OCI (loss), net of tax, as of March 31, 2016	$	52,338			$	(807	)		$	(17,328	)		$	34,203



	Three Months Ended March 31, 2015
	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, net of tax
	(Thousands)
Accumulated OCI (loss), net of tax, as of January 1, 2015	$	217,121			$	(987	)		$	(16,640	)		$	199,494
(Gains) losses reclassified from accumulated OCI, net of tax	(40,751		)	(a)	36			(a)	202			(b)	(40,513		)
Accumulated OCI (loss), net of tax, as of March 31, 2015	$	176,370			$	(951	)		$	(16,438	)		$	158,981

(a) See Note G 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 14 to the Consolidated Financial Statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2015 for additional information.

M. Recently Issued Accounting Standards

In May 2014, the Financial Accounting Standards Board (FASB) issued ASU No. 2014-09, Revenue from Contracts with Customers. The standard requires an entity to recognize revenue in a manner that depicts the transfer of goods or services to customers at an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. ASU No. 2014-09 will supersede most of the existing revenue recognition requirements in United States GAAP when it becomes effective and is required to be adopted using one of two retrospective application methods. In August 2015, the FASB issued ASU No. 2015-14, Revenue from Contracts with Customers - Deferral of the Effective Date, which approved a one year deferral of ASU No. 2014-09 for annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period. In March 2016, the FASB issued ASU No. 2016-08, Revenue from Contracts with Customers - Principal versus Agent Considerations (Reporting Revenue Gross versus Net), which improves the understandability of the implementation guidance on principal versus agent considerations. In March 2016, the FASB issued ASU No. 2016-10, Revenue from Contracts with Customers - Identifying Performance Obligations and Licensing, which clarifies guidance related to identifying performance obligations and licensing implementation guidance. Early application of these ASUs are permitted as of the original effective date for annual reporting periods beginning after December 15, 2016, including interim reporting periods within that reporting period. The Company is currently evaluating the method of adoption and impact this standard will have on its financial statements and related disclosures.

In February 2015, the FASB issued ASU No. 2015-02, Consolidation. The standard changes the analysis that a reporting entity must perform to determine whether it should consolidate certain types of legal entities. The Company adopted this standard in the first quarter of 2016 which had no significant impact on reported results. See Note E for additional disclosures required as a result of the adoption of this standard.

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EQT Corporation and Subsidiaries

Notes to Condensed Consolidated Financial Statements (Unaudited)

In January 2016, the FASB issued ASU No. 2016-01, Financial Instruments-Overall: Recognition and Measurement of Financial Assets and Financial Liabilities. The changes primarily affect the accounting for equity investments, financial liabilities under the fair value option and the presentation and disclosure requirements for financial instruments. The ASU will be effective for annual reporting periods beginning after December 15, 2017, including interim reporting periods within that reporting period, with early adoption of certain provisions permitted. The Company is currently evaluating the impact this standard will have on its financial statements and related disclosures.

In February 2016, the FASB issued ASU No. 2016-02, Leases. The ASU requires, among other things, that lessees recognize the following for all leases (with the exception of short-term leases) at the commencement date: (1) a lease liability, which is a lessee’s obligation to make lease payments arising from a lease, measured on a discounted basis; and (2) a right-of-use asset, which is an asset that represents the lessee’s right to use, or control the use of, a specified asset for the lease term. Lessees and lessors must apply a modified retrospective transition approach for leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements. The ASU will be effective for annual reporting periods beginning after December 15, 2018, including interim periods within that reporting period, with early adoption permitted. The Company is currently evaluating the impact this standard will have on its financial statements and related disclosures.

In March 2016, the FASB issued ASU No. 2016-09, Compensation-Stock Compensation: Improvements to Employee Share-Based Payment Accounting. This ASU is part of the initiative to reduce complexity in accounting standards. The areas for simplification in this ASU involve several aspects of the accounting for employee share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. The ASU will be effective for annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period, with early adoption permitted. The Company is currently evaluating the impact this standard will have on its financial statements and related disclosures.

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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 Item 2, “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, Utica 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 sales volumes (including liquids volumes) and growth rates; gathering and transmission volumes; infrastructure programs (including the timing, cost and capacity of the transmission and gathering expansion projects); the timing, cost, capacity and expected interconnects with facilities and pipelines of the Ohio Valley Connector (OVC) and Mountain Valley Pipeline (MVP) projects; the ultimate terms, partners and structure of the MVP joint venture; technology (including drilling techniques); monetization transactions, including midstream asset sales (dropdowns) to EQT Midstream Partners, LP (EQM) and other asset sales, joint ventures or other transactions involving the Company’s assets; natural gas prices and changes in basis; potential future impairments of the Company's assets; reserves; projected capital expenditures; the amount and timing of any repurchases under the Company’s share repurchase authorization; liquidity and financing requirements, including funding sources and availability; hedging strategy; the effects of government regulation and litigation; and tax position. The forward-looking statements included 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, many of which are difficult to predict and beyond the Company’s control. 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”, and elsewhere in the Company’s Annual Report on Form 10-K for the year ended December 31, 2015.

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 to such agreements 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 of the Company or its affiliates as of the date they were made or at any other time.

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EQT Corporation and Subsidiaries

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

CORPORATE OVERVIEW

Three Months Ended March 31, 2016 vs. Three Months Ended March 31, 2015

Net income attributable to EQT Corporation for the three months ended March 31, 2016 was $5.6 million, $0.04 per diluted share, compared with $173.4 million, $1.14 per diluted share, for the three months ended March 31, 2015. The $167.8 million decrease in net income attributable to EQT Corporation between periods was primarily attributable to a 35% decrease in the average realized price for production sales volumes, higher net income attributable to noncontrolling interests, and higher operating expenses, partially offset by increased production sales volumes, increased gains on derivatives not designated as hedges, lower income tax expense and increased gathering and transmission firm reservation revenues.

The average realized price to EQT Corporation for production sales volumes was $2.63 per Mcfe for the three months ended March 31, 2016 compared to $4.06 per Mcfe for the three months ended March 31, 2015. The decrease in the average realized price was driven by lower New York Mercantile Exchange (NYMEX) natural gas prices net of cash settled derivatives, a lower average differential to NYMEX and lower natural gas liquids (NGLs) prices.

The average NYMEX natural gas index price was $2.09 per MMBtu during the first quarter of 2016, 30% lower than the average index price of $2.98 per MMBtu during the first quarter of 2015. In addition, the average differential decreased $0.40 per Mcf as a result of lower ultimate sales prices, particularly in the United States Northeast region, partly offset by favorable cash settled basis swaps. The average NGL price was $14.89 per barrel for the three months ended March 31, 2016 compared to $24.87 per barrel for the three months ended March 31, 2015.

Net income attributable to noncontrolling interests of EQT GP Holdings, LP (EQGP) and EQM was $82.8 million for the three months ended March 31, 2016 compared to $47.7 million for the three months ended March 31, 2015. The $35.1 million increase was primarily the result of increased net income at EQM and increased noncontrolling interests as a result of EQM’s March 2015 and November 2015 public offerings of common units, EQGP’s May 2015 initial public offering (IPO), and EQM’s 2015 issuances of common units in connection with the $750 million ATM Program (as defined in Note I to the Condensed Consolidated Financial Statements). During 2015, EQM issued 1,162,475 common units pursuant to the $750 million ATM Program. In March 2015, EQM completed a public offering of 9,487,500 EQM common units in connection with EQM's acquisition of the Northern West Virginia Marcellus gathering system from the Company. In May 2015, EQGP completed an IPO of 26,450,000 common units representing limited partner interests in EQGP, which represented 9.9% of EQGP’s outstanding limited partner interests. The Company retained a 90.1% limited partner interest and a non-economic general partner interest in EQGP (as described in Note B to the Condensed Consolidated Financial Statements). In November 2015, EQM completed a public offering of 5,650,000 common units.

Income tax expense was $7.4 million for the three months ended March 31, 2016, compared to income tax expense of $57.3 million for the three months ended March 31, 2015. The Company’s effective income tax rate was 7.8% and 20.6% for the three months ended March 31, 2016 and 2015, respectively. The decrease in the effective income tax rate was primarily attributable to an increase in income allocated to the noncontrolling limited partners of EQGP and EQM and the reduction in EQT Production segment operating income, primarily due to lower realized commodity prices. This was partially offset by an increase to state taxes in 2016 as a result of net operating losses on state tax paying entities for which no benefit could be recorded. The Company’s effective income tax rate was reduced for both periods as the Company consolidates 100% of the pre-tax income related to the noncontrolling public limited partners’ share of EQGP earnings, but is not required to record an income tax provision with respect to the portion of the earnings allocated to EQGP and EQM noncontrolling public limited partners. Earnings allocated to the EQGP and EQM noncontrolling public limited partners increased in the first quarter 2016 compared to the first quarter 2015 due to higher net income at EQM and increased noncontrolling interests as a result of EQM’s March 2015 and November 2015 public offerings of common units, EQGP’s May 2015 IPO and issuances of EQM common units under the $750 million ATM Program.

Table of Contents

EQT Corporation and Subsidiaries

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

Company intends to use the net proceeds from the Offering for general corporate purposes, which may include, among other things, repayment of a portion of its outstanding indebtedness.

See “Business Segment Results of Operations” for a discussion of production sales volumes and gathering and transmission firm reservation revenues.

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

Consolidated Operational Data

The following operational information presents detailed liquid and natural gas operational information to assist in the understanding of the Company’s consolidated operations. The operational information in the table below presents an average realized price ($/Mcfe), which is based on EQT Production adjusted operating revenues, a non-GAAP supplemental financial measure. EQT Production adjusted operating revenues is presented because it is an important measure used by the Company’s management to evaluate period-to-period comparisons of earnings trends. EQT Production adjusted operating revenues should not be considered as an alternative to EQT Corporation total operating revenues as reported in the Statements of Consolidated Income, the most directly comparable GAAP financial measure. See “Reconciliation of Non-GAAP Measures” for a reconciliation of EQT Production adjusted operating revenues to EQT Corporation total operating revenues.

Table of Contents

EQT Corporation and Subsidiaries

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



	Three Months Ended March 31,
in thousands (unless noted)	2016			2015			%
NATURAL GAS
Sales volume (MMcf)	165,274			130,907			26.3
NYMEX price ($/MMBtu) (a)	$	2.08		$	2.99		(30.4	)
Btu uplift	$	0.18		$	0.27		(33.3	)
Natural gas price ($/Mcf)	$	2.26		$	3.26		(30.7	)

Basis ($/Mcf) (b)	$	(0.42	)	$	0.24		(275.0	)
Cash settled basis swaps (not designated as hedges) ($/Mcf)	0.20			(0.06		)	433.3
Average differential, including cash settled basis swaps ($/Mcf)	$	(0.22	)	$	0.18		(222.2	)

Average adjusted price ($/Mcf)	$	2.04		$	3.44		(40.7	)
Cash settled derivatives (cash flow hedges) ($/Mcf)	0.13			0.52			(75.0	)
Cash settled derivatives (not designated as hedges) ($/Mcf)	0.46			0.08			475.0
Average natural gas price, including cash settled derivatives ($/Mcf)	$	2.63		$	4.04		(34.9	)

Natural gas sales, including cash settled derivatives	$	434,853		$	528,497		(17.7	)

LIQUIDS
NGLs:
Sales volume (MMcfe) (c)	13,652			13,281			2.8
Sales volume (Mbbls)	2,275			2,214			2.8
Price ($/Bbl)	$	14.89		$	24.87		(40.1	)
NGL sales	$	33,875		$	55,056		(38.5	)
Oil:
Sales volume (MMcfe) (c)	1,009			1,010			(0.1	)
Sales volume (Mbbls)	168			168			—
Price ($/Bbl)	$	25.98		$	37.58		(30.9	)
Oil sales	$	4,368		$	6,328		(31.0	)

Liquids sales	$	38,243		$	61,384		(37.7	)

TOTAL PRODUCTION
Total natural gas & liquids sales, including cash settled derivatives (d)	$	473,096		$	589,881		(19.8	)
Total sales volume (MMcfe)	179,935			145,198			23.9

Average realized price ($/Mcfe)	$	2.63		$	4.06		(35.2	)


(a)	The Company’s volume weighted NYMEX natural gas price (actual average NYMEX natural gas price ($/MMBtu) was $2.09 and $2.98 for the three months ended March 31, 2016 and 2015, respectively).


(b)	Basis represents the difference between the ultimate sales price for natural gas and the NYMEX natural gas price.


(c)	NGLs and crude oil were converted to Mcfe at the rate of six Mcfe per barrel for both periods.


(d)	Also referred to in this report as EQT Production adjusted operating revenues, a non-GAAP measure.



Total natural gas & liquid sales, including cash settled derivatives above (d)	$	473,096		$	589,881		(19.8	)
(Deduct) add:
Net cash settlements received on derivatives not designated as hedges	(109,132		)	(4,480		)	2,336.0
Premiums paid for derivatives that settled during the period	463			1,007			(54.0	)
Production sales	$	364,427		$	586,408		(37.9	)

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EQT Corporation and Subsidiaries

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

Reconciliation of Non-GAAP Measures

The table below reconciles EQT Production adjusted operating revenues, a non-GAAP supplemental financial measure, to EQT Corporation total operating revenues as reported in the Statements of Consolidated Income, its most directly comparable financial measure calculated in accordance with GAAP.

EQT Production adjusted operating revenues (also referred to as total natural gas & liquids sales, including cash settled derivatives) is presented because it is an important measure used by the Company’s management to evaluate period-over-period comparisons of earnings trends. EQT Production adjusted operating revenues as presented excludes the revenue impact of changes in the fair value of derivative instruments prior to settlement and the revenue impact of certain marketing services. Management utilizes EQT Production adjusted operating revenues to evaluate earnings trends because the measure reflects only the impact of settled derivative contracts and thus does not impact the revenue from natural gas sales with the often volatile fluctuations in the fair value of derivatives prior to settlement. EQT Production adjusted operating revenues also excludes "Net marketing services" because management considers these revenues to be unrelated to the revenues for its natural gas and liquids production. "Net marketing services" includes both the cost of and recoveries on third-party pipeline capacity not used for EQT Production sales volumes. Management further believes that EQT Production adjusted operating revenues as presented provides useful information for investors for evaluating period-over-period earnings and is consistent with industry practices.



Calculation of EQT Production adjusted operating revenues	Three Months Ended March 31,
$ in thousands (unless noted)	2016			2015
EQT Production total operating revenues	$	478,008		$	643,791
Add back (deduct):
Gain on derivatives not designated as hedges	(108,995		)	(44,246		)
Net cash settlements received on derivatives not designated as hedges	109,132			4,480
Premiums paid for derivatives that settled during the period	(463		)	(1,007		)
Net marketing services	(4,586		)	(13,137		)
EQT Production adjusted operating revenues, a non-GAAP measure	$	473,096		$	589,881

Total sales volumes (MMcfe)	179,935			145,198

Average realized price ($/Mcfe)	$	2.63		$	4.06

EQT Production total operating revenues	$	478,008		$	643,791
EQT Midstream total operating revenues	224,729			208,227
Less: intersegment revenues, net	(157,668		)	(137,203		)
EQT Corporation total operating revenues, as reported in accordance with GAAP	$	545,069		$	714,815

Table of Contents

EQT Corporation and Subsidiaries

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

Business Segment Results of Operations

Business segment operating results are presented in the segment discussions and financial tables on the following pages. 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 upon a fixed allocation of the headquarters’ annual operating budget. Unallocated expenses consist primarily of incentive compensation expense and administrative costs.

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 segment or by the effects of corporate allocations of interest, income taxes and other income. In addition, management uses these measures for budget planning purposes. The Company has reconciled each segment’s operating income to the Company’s consolidated operating income and net income in Note F to the Condensed Consolidated Financial Statements in this Quarterly Report on Form 10-Q.

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EQT Corporation and Subsidiaries

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

EQT PRODUCTION

RESULTS OF OPERATIONS



	Three Months Ended March 31,
	2016			2015		%
OPERATIONAL DATA

Sales volume detail (MMcfe):
Marcellus (a)	154,589			121,471		27.3
Other (b)	25,346			23,727		6.8
Total production sales volumes (c)	179,935			145,198		23.9

Average daily sales volumes (MMcfe/d)	1,977			1,613		22.6

Average realized price ($/Mcfe)	$	2.63		$	4.06	(35.2	)

Gathering to EQT Midstream ($/Mcfe)	$	0.68		$	0.74	(8.1	)
Transmission to EQT Midstream ($/Mcfe)	$	0.19		$	0.19	—
Third party gathering and transmission ($/Mcfe)	$	0.28		$	0.28	—
Processing ($/Mcfe)	$	0.14		$	0.17	(17.6	)
Lease operating expenses (LOE), excluding production taxes ($/Mcfe)	$	0.08		$	0.11	(27.3	)
Production taxes ($/Mcfe)	$	0.07		$	0.10	(30.0	)
Production depletion ($/Mcfe)	$	1.07		$	1.16	(7.8	)

Depreciation, depletion and amortization (DD&A) (thousands):
Production depletion	$	191,995		$	169,028	13.6
Other DD&A	2,841			2,435		16.7
Total DD&A	$	194,836		$	171,463	13.6

Capital expenditures (thousands)	$	231,613		$	481,974	(51.9	)

FINANCIAL DATA (thousands)

Revenues:
Production sales	$	364,427		$	586,408	(37.9	)
Net marketing services	4,586			13,137		(65.1	)
Gain on derivatives not designated as hedges	108,995			44,246		146.3
Total operating revenues	478,008			643,791		(25.8	)

Operating expenses:
Gathering	133,337			113,371		17.6
Transmission	75,184			63,443		18.5
Processing	26,015			24,423		6.5
LOE, excluding production taxes	14,418			16,534		(12.8	)
Production taxes	12,478			14,822		(15.8	)
Exploration	3,123			12,544		(75.1	)
Selling, general and administrative (SG&A)	29,871			37,096		(19.5	)
DD&A	194,836			171,463		13.6
Impairment of long-lived assets	—			4,252		(100.0	)
Total operating expenses	489,262			457,948		6.8
Operating (loss) income	$	(11,254	)	$	185,843	(106.1	)


(a)	Includes Upper Devonian wells.


(b)	Includes 3,953 MMcfe of deep Utica sales volume for the three months ended March 31, 2016.


(c)	NGLs and crude oil were converted to Mcfe at the rate of six Mcfe per barrel for all periods.

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EQT Corporation and Subsidiaries

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

Three Months Ended March 31, 2016 vs. Three Months Ended March 31, 2015

EQT Production’s operating loss totaled $11.3 million for the three months ended March 31, 2016 compared to operating income of $185.8 million for the three months ended March 31, 2015. The $197.1 million decrease in operating income was primarily due to a lower average realized price and increased operating expenses, partly offset by increased sales of produced natural gas and increased gains on derivatives not designated as hedges.

Total operating revenues were $478.0 million for the three months ended March 31, 2016 compared to $643.8 million for the three months ended March 31, 2015. The $165.8 million decrease in operating revenues was primarily due to a 35% decrease in the average realized price and a decrease in marketing services, partly offset by a 24% increase in production sales volumes in the current year and increased gains on derivatives not designated as hedges.

The components of average realized price, which includes the effects of cash settled derivatives, are outlined in the table on page 24. The $1.43 per Mcfe decrease in the average realized price for the three months ended March 31, 2016 was primarily due to the decrease in the average NYMEX natural gas price net of cash settled derivatives of $1.01 per Mcf, a decrease in the average natural gas differential of $0.40 per Mcf and lower NGL prices. The decrease in the average differential primarily related to lower ultimate sales prices, partly offset by favorable cash settled basis swaps. Market prices in the United States Northeast region were significantly lower in the first quarter 2016 compared to the first quarter 2015 due to reduced demand attributable to warmer than normal weather conditions.

Net marketing services includes both the cost of and recoveries on third-party pipeline capacity not used to transport the Company's produced volumes. The $8.6 million decrease in these revenues primarily relates to costs, net of recoveries, for the Company's Rockies Express Pipeline capacity contract that started in the third quarter of 2015 and reduced spreads on the Company's Tennessee Gas Pipeline capacity.

The increase in production sales volumes was primarily the result of increased production from the 2014 and 2015 drilling programs, primarily in the Marcellus play. This increase was partially offset by the normal production decline in the Company’s producing wells.

Total operating revenues for the quarter ended March 31, 2016 included a $109.0 million gain on derivatives not designated as hedges compared to a gain of $44.2 million for the quarter ended March 31, 2015. The gains for the quarter ended March 31, 2016 related to favorable changes in the fair market value of EQT Production’s NYMEX swaps due to a decrease in forward NYMEX prices during the first quarter of 2016. EQT Production received $109.1 million and $4.5 million of net cash settlements for derivatives not designated as hedges for the quarters ended March 31, 2016 and 2015, respectively. These net cash settlements are included in the average realized price discussion above.

Operating expenses totaled $489.3 million for the three months ended March 31, 2016 compared to $457.9 million for the three months ended March 31, 2015. The increase in operating expenses was the result of increases in DD&A and gathering and transmission expenses, partly offset by decreases in SG&A expense, exploration expense, impairment of long-lived assets, production taxes and LOE. The increase in DD&A expense was the result of higher produced volumes partly offset by a lower overall depletion rate in the current year. Gathering expenses increased by $20.0 million primarily due to increased affiliate firm capacity costs and increased production sales volumes. Transmission expenses increased by $11.7 million primarily due to increased affiliate volumetric costs and increased third-party costs incurred to move EQT Production’s natural gas out of the Appalachian Basin. However, the per unit gathering and transmission expenses decreased as sales volumes increased more than gathering and transmission expenses. The decrease in SG&A expense was primarily due to $7.0 million for drilling program reduction charges in the Permian and Huron Basins including rig release penalties incurred during the first quarter of 2015 partly offset by $1.8 million of costs related to the consolidation of EQT's Huron operations incurred during the first quarter of 2016. Exploration expense decreased $9.4 million primarily due to decreased impairments of unproved lease acreage resulting from lease expirations during the first quarter 2016 compared to the first quarter 2015. Impairment of long-lived assets decreased due to a proved property impairment of the Utica Shale in Ohio of $4.3 million incurred during the first quarter of 2015. The decrease in production taxes was primarily driven by a $1.9 million decrease in severance taxes due to lower market sales prices partly offset by higher production sales volumes in certain jurisdictions subject to these taxes. The decrease in LOE of $2.1 million was primarily due to decreased salt water disposal costs as a result of increased recycling in the Marcellus Shale.

Table of Contents

EQT Corporation and Subsidiaries

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

EQT MIDSTREAM

RESULTS OF OPERATIONS



	Three Months Ended March 31,
	2016		2015		%
OPERATIONAL DATA
Operating revenues (thousands):
Gathering
Firm reservation fee revenues	$	83,296	$	58,373	42.7
Volumetric based fee revenues:
Usage fees under firm contracts (a)	10,753		9,549		12.6
Usage fees under interruptible contracts	42,905		61,016		(29.7	)
Total volumetric based fee revenues	53,658		70,565		(24.0	)
Total gathering revenues	$	136,954	$	128,938	6.2

Transmission
Firm reservation fee revenues	$	63,341	$	61,854	2.4
Volumetric based fee revenues:
Usage fees under firm contracts (a)	13,224		8,575		54.2
Usage fees under interruptible contracts	2,596		1,536		69.0
Total volumetric based fee revenues	15,820		10,111		56.5
Total transmission revenues	$	79,161	$	71,965	10.0

Storage, marketing and other revenues	8,614		7,324		17.6
Total operating revenues	$	224,729	$	208,227	7.9

Gathered volumes (BBtu per day):
Firm reservation	1,424		967		47.3
Volumetric based services (b)	899		1,087		(17.3	)
Total gathered volumes	2,323		2,054		13.1

Gathering and compression expense ($/MMBtu)	$	0.11	$	0.11	—

Transmission pipeline throughput (BBtu per day):
Firm capacity reservation	1,622		2,025		(19.9	)
Volumetric based services (b)	487		213		128.6
Total transmission pipeline throughput	2,109		2,238		(5.8	)

Average contracted firm transmission reservation commitments (BBtu per day)	3,005		2,947		2.0

Capital expenditures (thousands)	$	140,920