EQT 3.31.2015 10Q
Table of Contents



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, 2015
 
or
 
¨
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, 2015, 152,346 (in thousands) shares of common stock, no par value, of the registrant were outstanding.



Table of Contents



EQT CORPORATION AND SUBSIDIARIES
 
Index
 
 
 
Page No.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

2

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,
 
2015
 
2014
 
(Thousands, except per share amounts)
Revenues:
 
 
 
Operating revenues
$
665,181

 
$
670,979

Gain (loss) on derivatives not designated as hedges
43,592

 
(9,354
)
Total operating revenues
708,773

 
661,625

 
 
 
 
Operating expenses:
 

 
 

Transportation and processing
59,734

 
45,175

Operation and maintenance
28,247

 
25,221

Production
31,356

 
31,940

Exploration
12,554

 
1,419

Selling, general and administrative
67,378

 
48,968

Depreciation, depletion and amortization
194,745

 
152,111

Total operating expenses
394,014

 
304,834

 
 
 
 
Operating income
314,759

 
356,791

 
 
 
 
Other income
939

 
2,551

Interest expense
37,216

 
31,968

Income before income taxes
278,482

 
327,374

Income taxes
57,314

 
116,335

Income from continuing operations
221,168

 
211,039

Loss from discontinued operations, net of tax

 
(104
)
Net income
221,168

 
210,935

Less: Net income attributable to noncontrolling interests
47,741

 
18,742

Net income attributable to EQT Corporation
$
173,427

 
$
192,193

 
 
 
 
Amounts attributable to EQT Corporation:
 

 
 

Income from continuing operations
$
173,427

 
$
192,297

Loss from discontinued operations

 
(104
)
Net income
$
173,427

 
$
192,193

 
 
 
 
Earnings per share of common stock attributable to EQT Corporation:
 

 
 

Basic:
 

 
 

Weighted average common stock outstanding
152,036

 
151,371

Income from continuing operations
$
1.14

 
$
1.27

Loss from discontinued operations

 

Net income
$
1.14

 
$
1.27

Diluted:
 

 
 

Weighted average common stock outstanding
152,756

 
152,759

Income from continuing operations
$
1.14

 
$
1.26

Loss from discontinued operations

 

Net income
$
1.14

 
$
1.26

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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Table of Contents



EQT CORPORATION AND SUBSIDIARIES
 
Statements of Consolidated Comprehensive Income (Unaudited)
 
 
Three Months Ended March 31,
 
2015
 
2014
 
(Thousands)
Net income
$
221,168

 
$
210,935

 
 
 
 
Other comprehensive loss, net of tax:
 

 
 

Net change in cash flow hedges:
 

 
 

Natural gas, net of tax benefit of $(27,000) and $(14,896)
(40,751
)
 
(21,931
)
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 $128 and $114
202

 
176

Other comprehensive loss
(40,513
)
 
(21,719
)
Comprehensive income
180,655

 
189,216

Less: Comprehensive income attributable to noncontrolling interests
47,741

 
18,742

Comprehensive income attributable to EQT Corporation
$
132,914

 
$
170,474

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


4

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EQT CORPORATION AND SUBSIDIARIES

Statements of Condensed Consolidated Cash Flows (Unaudited)
 
Three Months Ended March 31,
 
2015
 
2014
 
(Thousands)
Cash flows from operating activities:
 
Net income
$
221,168

 
$
210,935

Adjustments to reconcile net income to net cash provided by operating activities:
 

 
 

Deferred income tax (benefit) expense
(31,070
)
 
85,878

Depreciation, depletion and amortization
194,745

 
152,111

Asset impairments
18,995

 
275

(Recoveries of) provision for losses on accounts receivable
(524
)
 
1,686

Other income
(939
)
 
(2,551
)
Stock-based compensation expense
15,441

 
11,317

Loss recognized in operating revenues for hedging ineffectiveness

 
22,260

(Gain) loss on derivatives not designated as hedges
(43,592
)
 
9,354

Cash settlements received (paid) on derivatives not designated as hedges
7,742

 
(11,301
)
Changes in other assets and liabilities:
 

 
 

Dividend from Nora Gathering, LLC

 
7,000

Excess tax benefits on stock-based compensation

 
(21,013
)
Accounts receivable and unbilled revenues
69,542

 
(95,282
)
Accounts payable
(39,326
)
 
77,543

Other items, net
40,934

 
27,649

Net cash provided by operating activities
453,116

 
475,861

 
 
 
 
Cash flows from investing activities:
 

 
 

Capital expenditures from continuing operations
(627,700
)
 
(479,954
)
Capital contribution to Mountain Valley Pipeline, LLC
(54,229
)
 

Net cash used in investing activities
(681,929
)
 
(479,954
)
 
 
 
 
Cash flows from financing activities:
 

 
 

Proceeds from the issuance of common units of EQT Midstream Partners, LP, net of issuance costs
696,681

 

Increase in short-term loans
390,000

 
110,000

Decrease in short-term loans
(91,000
)
 

Dividends paid
(4,562
)
 
(4,542
)
Distributions to noncontrolling interests
(22,845
)
 
(12,432
)
Repayments and retirements of long-term debt
(3,093
)
 
(3,169
)
Proceeds and excess tax benefits from exercises under employee compensation plans
9,558

 
30,837

Cash paid for taxes related to net settlement of share-based incentive awards
(39,837
)
 
(47,463
)
Debt issuance costs and revolving credit facility origination fees

 
(4,975
)
Net cash provided by financing activities
934,902

 
68,256

Net change in cash and cash equivalents
706,089

 
64,163

Cash and cash equivalents at beginning of period
1,077,429

 
845,641

Cash and cash equivalents at end of period
$
1,783,518

 
$
909,804

 
 
 
 
Cash paid (received) during the period for:
 

 
 

Interest, net of amount capitalized
$
14,160

 
$
3,995

Income taxes, net
$
(110
)
 
$
4,000

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

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Table of Contents



EQT CORPORATION AND SUBSIDIARIES
 
Condensed Consolidated Balance Sheets (Unaudited)
 
 
March 31, 2015
 
December 31, 2014
 
(Thousands)
Assets
 

 
 

 
 
 
 
Current assets:
 

 
 

Cash and cash equivalents
$
1,783,518

 
$
1,077,429

Accounts receivable (less accumulated provision for doubtful accounts:
$4,775 at March 31, 2015 and $5,311 at December 31, 2014)
237,067

 
306,085

Derivative instruments, at fair value
458,760

 
458,460

Prepaid expenses and other
43,140

 
62,349

Total current assets
2,522,485

 
1,904,323

 
 
 
 
Equity in nonconsolidated investments
46,084

 

 
 
 
 
Property, plant and equipment
14,140,428

 
13,608,151

Less: accumulated depreciation and depletion
3,720,366

 
3,531,337

Net property, plant and equipment
10,420,062

 
10,076,814

 
 
 
 
Other assets
77,687

 
83,763

Total assets
$
13,066,318

 
$
12,064,900

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

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Table of Contents



EQT CORPORATION AND SUBSIDIARIES
 
Condensed Consolidated Balance Sheets (Unaudited)

 
March 31, 2015
 
December 31, 2014
 
(Thousands)
Liabilities and Stockholders’ Equity
 

 
 

 
 
 
 
Current liabilities:
 

 
 

Current portion of long-term debt
$
167,243

 
$
166,011

Short-term loans
299,000

 

Accounts payable
326,133

 
444,077

Derivative instruments, at fair value
55,115

 
22,942

Other current liabilities
208,084

 
200,449

Total current liabilities
1,055,575

 
833,479

 
 
 
 
Long-term debt
2,818,200

 
2,822,889

Deferred income taxes
1,765,641

 
1,750,870

Other liabilities and credits
286,737

 
284,599

Total liabilities
5,926,153

 
5,691,837

 
 
 
 
Equity:
 

 
 

Stockholders’ equity:
 

 
 

Common stock, no par value, authorized 320,000 shares, shares issued:
175,384 at March 31, 2015 and 175,384 at December 31, 2014
1,994,659

 
1,895,632

Treasury stock, shares at cost: 23,038 at March 31, 2015
and 23,788 at December 31, 2014
(415,875
)
 
(429,440
)
Retained earnings
3,085,994

 
2,917,129

Accumulated other comprehensive income
158,981

 
199,494

Total common stockholders’ equity
4,823,759

 
4,582,815

Noncontrolling interests in consolidated subsidiaries
2,316,406

 
1,790,248

Total equity
7,140,165

 
6,373,063

Total liabilities and equity
$
13,066,318

 
$
12,064,900


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
 
 
 
Total
Equity
 
(Thousands)
Balance, January 1, 2014
150,884

 
$
1,422,105

 
$
2,567,980

 
$
44,703

 
$
829,340

 
$
4,864,128

Comprehensive income (net of tax):
 
 
 
 
 
 
 
 
 
 
 
Net income
 

 
 

 
192,193

 
 

 
18,742

 
210,935

Net change in cash flow hedges:
 

 
 

 
 

 
 
 
 

 
 
Natural gas, net of tax of $(14,896)
 
 
 
 
 
 
(21,931
)
 
 
 
(21,931
)
Interest rate, net of tax of $25
 
 
 
 
 
 
36

 
 
 
36

Pension and other post-retirement benefits liability adjustment,
net of tax of $114
 
 
 
 
 
 
176

 
 
 
176

Dividends ($0.03 per share)
 

 
 

 
(4,542
)
 
 

 
 

 
(4,542
)
Stock-based compensation plans, net
867

 
(22,450
)
 
 

 
 

 
586

 
(21,864
)
Distributions to noncontrolling interests ($0.46 per common unit)
 

 
 

 
 

 
 

 
(12,432
)
 
(12,432
)
Balance, March 31, 2014
151,751

 
$
1,399,655

 
$
2,755,631

 
$
22,984

 
$
836,236

 
$
5,014,506

 
 
 
 
 
 
 
 
 
 
 
 
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 of $(27,000)
 
 
 
 
 
 
(40,751
)
 
 
 
(40,751
)
Interest rate, net of tax of $25
 
 
 
 
 
 
36

 
 
 
36

Pension and other post-retirement benefits liability adjustment,
net of tax 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 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

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


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Table of Contents
EQT Corporation and Subsidiaries
Notes to the Condensed Consolidated Financial Statements (Unaudited) 

2
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, 2015 and December 31, 2014, the results of its operations for the three month periods ended March 31, 2015 and 2014 and its cash flows for the three month periods ended March 31, 2015 and 2014.  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 were not material to any of the previously issued financial statements.

Certain prior year amounts in the Statements of Condensed Consolidated Cash Flows have been revised to correctly present changes in accrued liabilities related to the timing of payments for capital expenditures. For the three months ended March 31, 2014, net cash provided by operating activities decreased by approximately $12.2 million with a corresponding decrease in net cash used in investing activities as a result of this correction. The correction had no impact on the Statement of Consolidated Income.

The balance sheet at December 31, 2014 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.
 
Amounts related to discontinued operations included within the Statements of Consolidated Income for the three months ended March 31, 2014 relate to the sale of Equitable Gas Company, LLC and related transactions in 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, 2014 as well as “Management’s Discussion and Analysis of Financial Condition and Results of Operations” beginning on page 19 of this Quarterly Report on Form 10-Q.
 
B.                        EQT Midstream Partners, LP
 
In 2012, the Company formed EQT Midstream Partners, LP (the Partnership) (NYSE: EQM) to own, operate, acquire and develop midstream assets in the Appalachian Basin. The Partnership provides midstream services to the Company and other third parties. The Partnership is consolidated in the Company’s consolidated financial statements. The Company records the noncontrolling interest of the public limited partners in its financial statements.

In connection with the Partnership’s initial public offering in 2012, the Partnership issued 17,339,718 subordinated units of the Partnership to the Company. As a result of the Partnership’s payment of its cash distribution for the fourth quarter of 2014 on February 13, 2015, the subordinated units converted, for no additional consideration, into common units representing limited partner interests in the Partnership on a one-for-one basis on February 17, 2015 upon satisfaction of certain conditions for termination of the subordination period set forth in the Partnership’s partnership agreement.

On March 10, 2015, the Company and certain subsidiaries of the Company entered into a contribution and sale agreement (Contribution Agreement) with the Partnership and EQM Gathering Opco, LLC (EQM Gathering), an indirect wholly owned subsidiary of the Partnership. Pursuant to the Contribution Agreement, on March 17, 2015, a subsidiary of the Company contributed the Northern West Virginia Marcellus gathering system to EQM Gathering in exchange for total consideration of $925.7 million, consisting of approximately $873.2 million in cash, 511,973 Partnership common units and 178,816 Partnership general partner units (the NWV Gathering Transaction). EQM Gathering is consolidated by the Company as it is still controlled by the Company.


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Table of Contents
EQT Corporation and Subsidiaries
Notes to the Condensed Consolidated Financial Statements (Unaudited) 

On March 17, 2015, the Partnership completed an underwritten public offering of 8,250,000 common units. On March 18, 2015, the underwriters exercised their option to purchase 1,237,500 additional common units on the same terms as the offering. The Partnership received net proceeds of approximately $696.7 million from the offering, including the full exercise of the underwriters’ overallotment option, after deducting the underwriters’ discount and offering expenses of approximately $24.4 million. As of March 31, 2015, the Company held a 2% general partner interest, all incentive distribution rights and a 30.2% limited partner interest in the Partnership. The Company’s limited partner interest in the Partnership consists of 21,811,643 common units. In connection with the March 2015 underwritten public offering by the Partnership, the Company recorded a $122.8 million gain to additional paid-in-capital, a decrease in noncontrolling interest in consolidated subsidiary of $195.8 million and an increase to deferred tax liability of $73.0 million.

On March 30, 2015, the Company assigned 100% of the membership interests in MVP Holdco, LLC (MVP Holdco), an indirect wholly owned subsidiary of the Company that owns an approximate 55% interest in Mountain Valley Pipeline, LLC (MVP Joint Venture), to the Partnership in exchange for approximately $54.2 million, which represented the Partnership’s reimbursement to the Company for 100% of the capital contributions made by the Company in relation to MVP Joint Venture as of March 30, 2015. MVP Joint Venture is the Partnership’s joint venture with affiliates of each of NextEra Energy, Inc., WGL Holdings, Inc. and Vega Energy Partners, Ltd. formed to construct, own and operate the Mountain Valley Pipeline, an estimated 300-mile natural gas interstate pipeline spanning from northern West Virginia to southern Virginia. MVP Joint Venture has been determined to be a variable interest entity because MVP Joint Venture has insufficient equity to finance activities during the construction stage of the Mountain Valley Pipeline. The Partnership is not the primary beneficiary because it does not have the power to direct the activities of MVP Joint Venture that most significantly impact its economic performance. The Partnership’s investment in MVP Holdco is accounted for as an equity method investment and is reflected in Equity in Nonconsolidated Investments in the accompanying Condensed Consolidated Balance Sheet as of March 31, 2015. On March 11, 2015, MVP Joint Venture announced that WGL Holdings, Inc. and Vega Energy Partners, Ltd. had acquired 7% and 3% ownership interests, respectively, in MVP Joint Venture. As a result, the Partnership will be reimbursed $8.3 million of capital contributions and this reimbursement has been reflected in the Condensed Consolidated Balance Sheet as a receivable and a corresponding reduction in the investment in MVP Joint Venture to approximately $46.0 million as of March 31, 2015.

On April 15, 2015, pursuant to the Contribution Agreement, the Company sold a preferred interest in EQT Energy Supply, LLC, an indirect wholly owned subsidiary of the Company that generates revenue from services provided to a local distribution company, to the Partnership in exchange for total consideration of approximately $124.3 million.

C.                        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, and development and production of, natural gas, natural gas liquids (NGLs) and a limited amount of crude oil in the Appalachian and Permian Basins.  The EQT Midstream segment’s operations include the natural gas gathering, transmission, storage and marketing activities of the Company, including ownership and operation of the Partnership.
 
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. 

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Table of Contents
EQT Corporation and Subsidiaries
Notes to the Condensed Consolidated Financial Statements (Unaudited) 

 
Three Months Ended March 31,
 
2015
 
2014
 
(Thousands)
Revenues from external customers:
 

 
 

EQT Production
$
502,194

 
$
512,374

EQT Midstream
208,227

 
166,226

Less intersegment revenues, net (a)
(1,648
)
 
(16,975
)
Total
$
708,773

 
$
661,625

 
 
 
 
Operating income:
 

 
 

EQT Production
$
185,843

 
$
277,205

EQT Midstream
129,741

 
83,069

Unallocated expenses (b)
(825
)
 
(3,483
)
Total operating income
$
314,759

 
$
356,791


Reconciliation of operating income to income from continuing operations:
Total operating income
$
314,759

 
$
356,791

Other income
939

 
2,551

Interest expense
37,216

 
31,968

Income taxes
57,314

 
116,335

Income from continuing operations
$
221,168

 
$
211,039


 
As of March 31, 2015
 
As of December 31, 2014
 
(Thousands)
Segment assets:
 

 
 

EQT Production
$
8,389,691

 
$
8,153,199

EQT Midstream
2,800,865

 
2,709,052

Total operating segments
11,190,556

 
10,862,251

Headquarters assets, including cash and short-term investments
1,875,762

 
1,202,649

Total assets
$
13,066,318

 
$
12,064,900

 
(a)
Includes entries to eliminate intercompany natural gas sales from EQT Production to EQT Midstream.

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

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Table of Contents
EQT Corporation and Subsidiaries
Notes to the Condensed Consolidated Financial Statements (Unaudited) 

 
Three Months Ended March 31,
 
2015
 
2014
 
(Thousands)
Depreciation, depletion and amortization:
 

 
 

EQT Production
$
171,463

 
$
131,239

EQT Midstream
23,195

 
21,009

Other
87

 
(137
)
Total
$
194,745

 
$
152,111

 
 
 
 
Expenditures for segment assets:
 

 
 

EQT Production (c)
$
481,974

 
$
411,084

EQT Midstream
72,575

 
84,919

Other
893

 
560

Total
$
555,442

 
$
496,563

 
(c)     Expenditures for segment assets in the EQT Production segment include $51.0 million and $59.2 million for property acquisitions during the three months ended March 31, 2015 and 2014, 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 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 and the creditworthiness of all counterparties is regularly monitored. The Company also uses exchange traded futures contracts that 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 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 swaptions and call options.

The Company recognizes all derivative instruments as either assets or liabilities at fair value on a gross basis. These 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.
 
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 was 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. 


12

Table of Contents
EQT Corporation and Subsidiaries
Notes to the Condensed Consolidated Financial Statements (Unaudited) 

Historically, 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 were designated and qualified as cash flow hedges. As of March 31, 2015 and December 31, 2014, the Company deferred net gains of $176.4 million and $217.1 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 flows hedges and discontinue the use of cash flow hedge accounting. As of March 31, 2015 and December 31, 2014, the forecasted transactions 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 Company estimated that approximately $124.9 million and $153.2 million of net gains on its derivative commodity instruments reflected in accumulated OCI, net of tax, as of March 31, 2015 and December 31, 2014, respectively, 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, all changes in fair value of the Company’s derivative instruments were recognized in the Statements of Consolidated Income in the first quarter of 2015 and changes in their value will continue to be recognized in the Statement of Consolidated Income each future period.
 
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.
 
Exchange-traded instruments are generally settled with offsetting positions. 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,
 
2015
 
2014
Commodity derivatives designated as cash flow hedges
(Thousands)
Amount of loss recognized in OCI (effective portion), net of tax
$

 
$
(39,194
)
Amount of gain (loss) reclassified from accumulated OCI, net of tax, into operating revenues (effective portion)
40,751

 
(17,263
)
Amount of loss recognized in operating revenues (ineffective portion) (a)

 
(22,260
)
 
 
 
 
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 (loss) recognized in gain (loss) on derivatives not designated as hedges
$
43,592

 
$
(9,354
)

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

The absolute quantities of the Company’s derivative commodity instruments totaled 615 Bcf and 624 Bcf as of March 31, 2015 and December 31, 2014, respectively, and were primarily related to natural gas swaps and collars. The open positions at March 31, 2015 and December 31, 2014 each had maturities extending through December 2018.

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 are 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 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, 2015 and December 31, 2014

13

Table of Contents
EQT Corporation and Subsidiaries
Notes to the Condensed Consolidated Financial Statements (Unaudited) 

As of March 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
 
$
458,760

 
$
(21,221
)
 
$

 
$
437,539

 
 
 
 
 
 
 
 
 
Liability derivatives:
 
 

 
 

 
 

 
 

Derivative instruments, at fair value
 
$
55,115

 
$
(21,221
)
 
$
(209
)
 
$
33,685

As of December 31, 2014
 
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
 
$
458,460

 
$
(22,810
)
 
$

 
$
435,650

 
 
 
 
 
 
 
 
 
Liability derivatives:
 
 

 
 

 
 

 
 

Derivative instruments, at fair value
 
$
22,942

 
$
(22,810
)
 
$
(132
)
 
$

 
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 must be deposited with the counterparty.  The additional collateral can be up to 100% of the derivative liability.  As of March 31, 2015, the aggregate fair value of all derivative instruments with credit risk-related contingent features that were in a net liability position was $46.0 million, for which the Company had no collateral posted on March 31, 2015.  If the Company’s credit rating by S&P or Moody’s had been downgraded below investment grade on March 31, 2015, the Company would have been required to post $3.5 million of 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, 2015.  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 may result in greater borrowing costs and collateral requirements than would be available if all credit ratings were 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 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 as inputs market-based parameters, 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.

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 included in Level 1 include the Company’s futures contracts.  Assets and liabilities in Level 2 primarily include the Company’s swap and collar agreements.

14

Table of Contents
EQT Corporation and Subsidiaries
Notes to the Condensed Consolidated Financial Statements (Unaudited) 

The fair value of the assets and liabilities included in Level 2 is based on standard industry income approach models that use significant observable inputs, including NYMEX forward curves, LIBOR-based discount rates and basis forward curves.  The Company’s collars, swaptions 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 Company uses NYMEX forward curves to value futures, commodity swaps, collars, swaptions and options. 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, 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
 
$
458,760

 
$

 
$
458,760

 
$

 
 
 
 
 
 
 
 
 
Liabilities
 
 

 
 

 
 
 
 

Derivative instruments, at fair value
 
$
55,115

 
$
99

 
$
55,016

 
$


 
 
 
 
Fair value measurements at reporting date using
Description
 
As of December 31, 2014
 
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
 
$
458,460

 
$

 
$
458,460

 
$

 
 
 
 
 
 
 
 
 
Liabilities
 
 

 
 

 
 

 
 

Derivative instruments, at fair value
 
$
22,942

 
$
132

 
$
22,810

 
$

 
The carrying value of cash and cash equivalents, accounts receivable, amounts due to/from related parties and accounts payable approximate fair value due to the short maturity of the instruments. The carrying value of short-term loans under the Partnership’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 long-term debt (including the Partnership’s long-term debt) on the Condensed Consolidated Balance Sheets was approximately $3.3 billion at March 31, 2015 and December 31, 2014. The carrying value of long-term debt (including the Partnership’s long-term debt) on the Condensed Consolidated Balance Sheets was approximately $3.0 billion at March 31, 2015 and December 31, 2014.



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Table of Contents
EQT Corporation and Subsidiaries
Notes to the Condensed Consolidated Financial Statements (Unaudited) 

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.  All of the Partnership’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 the Partnership’s earnings allocated to its noncontrolling public limited partners, which reduces the Company’s effective tax rate.  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 three months ended March 31, 2015 was 20.6%, compared to 35.5% for the three months ended March 31, 2014.  The decrease in the effective income tax rate was primarily attributable to the increase in the Partnership earnings allocated to the noncontrolling limited partners resulting from the Partnership’s March 2015 and May 2014 underwritten public offerings of common units and also decreased state tax expense in 2015 as a result of lower pre-tax income in higher rate jurisdictions.

There were no material changes to the Company’s methodology for determining unrecognized tax benefits during the three months ended March 31, 2015.  The Company believes that it is appropriately reserved for uncertain tax positions. 

G.                       Revolving Credit Facilities

As of March 31, 2015 and December 31, 2014, the Company had no loans or letters of credit outstanding under its revolving credit facility. The Company did not have any short-term loans outstanding under its revolving credit facility at any time during the three months ended March 31, 2015 and 2014.
 
In January 2015, the Partnership amended its credit facility to, among other things, release its subsidiaries from their guarantee of obligations under the credit facility. As of March 31, 2015, the Partnership had $299.0 million of loans and no letters of credit outstanding under its revolving credit facility. As of December 31, 2014, the Partnership had no loans or letters of credit outstanding under its revolving credit facility. The maximum amount of outstanding short-term loans under the Partnership’s revolving credit facility at any time during the three months ended March 31, 2015 and 2014 was $390.0 million and $110.0 million, respectively. The average daily balance of short-term loans outstanding under the Partnership’s credit facility was approximately $59.9 million and $92.9 million at a weighted average annual interest rate of 1.68% and 1.72% during the three months ended March 31, 2015 and 2014, respectively.
 
The Company incurred commitment fees averaging approximately 6 basis points for the three months ended March 31, 2015 and 2014 to maintain credit availability under its revolving credit facility. The Partnership incurred commitment fees averaging approximately 6 basis points for the three months ended March 31, 2015 and 2014 to maintain credit availability under its revolving credit facility.

H.                            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 719,844 and 1,387,667 for the three months ended March 31, 2015 and 2014, respectively. Options to purchase common stock which were excluded from potentially dilutive securities because they were anti-dilutive totaled 133,500 for the three months ended March 31, 2015. There were no options to purchase common stock which were excluded from potentially dilutive securities because they were anti-dilutive for the three months ended March 31, 2014.  The impact of the Partnership’s dilutive units did not have a material impact on the Company’s earnings per share calculations for either of the periods presented. 


16

Table of Contents
EQT Corporation and Subsidiaries
Notes to the Condensed Consolidated Financial Statements (Unaudited) 

I.         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, 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
)
Change in accumulated other comprehensive income,
net of tax
(40,751
)
 
36

 
202

 
(40,513
)
Accumulated OCI (loss), net of tax,
as of March 31, 2015
$
176,370

 
$
(951
)
 
$
(16,438
)
 
$
158,981


 
Three Months Ended March 31, 2014
 
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, 2014
$
61,699

 
$
(1,132
)
 
$
(15,864
)
 
$
44,703

Losses recognized in accumulated OCI, net of tax
(39,194
)
(a)

 

 
(39,194
)
Losses reclassified from accumulated OCI, net of tax
17,263

(a)
36

(a)
176

(b)
17,475

Change in accumulated other comprehensive (loss) income, net of tax
(21,931
)
 
36

 
176

 
(21,719
)
Accumulated OCI (loss), net of tax,
as of March 31, 2014
$
39,768

 
$
(1,096
)
 
$
(15,688
)
 
$
22,984


(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 13 to the Consolidated Financial Statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2014 for additional information.
 
 
 
 
 
 
 
 


17

Table of Contents
EQT Corporation and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Unaudited)


J.        Recently Issued Accounting Standards
 
In May 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (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 replace most of the existing revenue recognition requirements in United States GAAP when it becomes effective. The guidance in ASU No. 2014-09 is effective for public entities for annual reporting periods beginning after December 15, 2017, including interim periods therein. Early adoption is not permitted. 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. ASU 2015-02 will replace most of the existing consolidation analysis requirements in United States GAAP when it becomes effective. The guidance in ASU No. 2015-02 is effective for public entities for annual reporting periods beginning after December 15, 2015, including interim periods therein. Early adoption is permitted. The Company is currently evaluating the method of adoption and impact this standard will have on its financial statements and related disclosures.

In April 2015, the FASB issued ASU No. 2015-03, Interest - Imputation of Interest. The standard requires an entity to present the debt issuance costs related to a recognized debt liability as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The guidance in ASU No. 2015-03 is effective for public entities for annual reporting periods beginning after December 15, 2015, including interim periods therein. Early adoption is permitted. The Company is currently evaluating the method of adoption and impact this standard will have on its financial statements and related disclosures.
In April 2015, the FASB issued ASU No. 2015-05, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Fees Paid in a Cloud Computing Arrangement. The amendments add guidance to Subtopic 350-40, Intangibles - Goodwill and Other - Internal-Use Software, which will help entities evaluate the accounting for fees paid by a customer in a cloud computing arrangement. The amendments will be effective for fiscal years beginning after December 15, 2015. The Company is currently evaluating the method of adoption and impact this standard will have on its financial statements and related disclosures.


18

Table of Contents
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 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 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 (Partnership) and other asset sales, joint ventures or other transactions involving the Company’s assets; the percentage interest in EQT GP Holdings, LP (EQGP) the Company sells in, and the Company's use of proceeds from, the expected initial public offering of EQGP common units; natural gas prices and changes in basis; 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, 2014.
 
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. 

19

Table of Contents
EQT Corporation and Subsidiaries
Management’s Discussion and Analysis of Financial Condition and Results of Operations

CORPORATE OVERVIEW
 
Three Months Ended March 31, 2015 vs. Three Months Ended March 31, 2014
 
Income from continuing operations attributable to EQT Corporation for the three months ended March 31, 2015 was $173.4 million, $1.14 per diluted share, compared with $192.3 million, $1.26 per diluted share, for the three months ended March 31, 2014. The $18.9 million decrease in income from continuing operations attributable to EQT Corporation between periods was primarily attributable to a 33% decrease in the average realized price, higher operating expenses, and higher net income attributable to noncontrolling interests, partially offset by increased production sales volumes, increased gains on derivatives not designated as hedges, increased gathering and transmission firm reservation revenues and a lower effective tax rate.
 
The average realized price to EQT Corporation for production sales volumes was $3.70 per Mcfe for the three months ended March 31, 2015 compared to $5.51 per Mcfe for the three months ended March 31, 2014.  The average New York Mercantile Exchange (NYMEX) natural gas index price was $2.98 per MMBtu during the first quarter of 2015, 40% lower than the average index price of $4.94 per MMBtu during the first quarter of 2014. In addition, the average differential decreased $0.46 per Mcf primarily due to lower Appalachian Basin basis, which was partially offset by increased recoveries.

Net income attributable to noncontrolling interests of the Partnership was $47.7 million for the three months ended March 31, 2015 compared to $18.7 million for the three months ended March 31, 2014. The $29.0 million increase was primarily the result of increased noncontrolling interests as a result of the Partnership’s March 2015 and May 2014 underwritten public offerings of common units and higher capacity reservation revenues in the Partnership. The Partnership completed underwritten public offerings of additional Partnership common units in connection with the NWV Gathering Transaction (as described in Note B to the Condensed Consolidated Financial Statements) and the sale of the Jupiter gathering system to the Partnership in the second quarter of 2014.
 
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
 
Revenues earned by the Company at the wellhead from the sale of natural gas, natural gas liquids (NGLs) and oil are split between EQT Production and EQT Midstream. The split is reflected in the calculation of EQT Production’s average realized price.  The following operational information presents detailed gross liquid and natural gas operational information as well as midstream deductions to assist in the understanding of the Company’s consolidated operations.

The operational information in the table below presents an average realized price ($/Mcfe) to EQT Production and EQT Corporation, which is based on EQT Production adjusted net operating revenues, a non-GAAP supplemental financial measure. EQT Production adjusted net operating revenues are presented because it is an important measure used by the Company’s management to evaluate period-to-period comparisons of earnings. EQT Production adjusted net 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 net operating revenues to EQT Corporation total operating revenues.

20

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)
 
2015
 
2014
 
%
LIQUIDS
 
 
 
 
 
 

NGLs:
 
 
 
 
 
 

Sales volume (MMcfe) (a)
 
13,281

 
7,767

 
71.0

Sales volume (Mbbls)
 
2,214

 
1,295

 
71.0

Gross price ($/Bbl)
 
$
22.14

 
$
55.71

 
(60.3
)
Gross NGL sales
 
$
49,014

 
$
72,114

 
(32.0
)
Third-party processing
 
(18,381
)
 
(11,818
)
 
55.5

Net NGL sales
 
$
30,633

 
$
60,296

 
(49.2
)
Oil:
 
 
 
 
 
 

Sales volume (MMcfe) (a)
 
1,010

 
304

 
232.2

Sales volume (Mbbls)
 
168

 
51

 
229.4

Net price ($/Bbl)
 
$
37.58

 
$
83.10

 
(54.8
)
Net oil sales
 
$
6,328

 
$
4,214

 
50.2

 
 
 
 
 
 
 
Net liquids sales
 
$
36,961

 
$
64,510

 
(42.7
)
 
 
 
 
 
 
 
NATURAL GAS
 
 
 
 
 
 

Sales volume (MMcf)
 
130,907

 
98,052

 
33.5

NYMEX price ($/MMBtu) (b)
 
$
2.99

 
$
4.92

 
(39.2
)
Btu uplift
 
$
0.27

 
$
0.35

 
(22.9
)
Gross natural gas price ($/Mcf)
 
$
3.26

 
$
5.27

 
(38.1
)
 
 
 
 
 
 
 
Basis ($/Mcf)
 
$
(1.00
)
 
$
(0.24
)
 
316.7

Recoveries ($/Mcf) (c)
 
1.52

 
1.26

 
20.6

Cash settled basis swaps (not designated as hedges) ($/Mcf)
 
(0.06
)
 
(0.10
)
 
(40.0
)
Average differential ($/Mcf)
 
$
0.46

 
$
0.92

 
(50.0
)
 
 
 
 
 
 
 
Average adjusted price - unhedged ($/Mcf)
 
$
3.72

 
$
6.19

 
(39.9
)
Cash settled derivatives (cash flow hedges) ($/Mcf)
 
0.52

 
(0.29
)
 
(279.3
)
Cash settled derivatives (not designated as hedges) ($/Mcf)
 
0.08

 

 
100.0

Average adjusted price, including cash settled derivatives ($/Mcf)
 
$
4.32

 
$
5.90

 
(26.8
)
 
 
 
 
 
 
 
Net natural gas sales, including cash settled derivatives
 
$
565,580

 
$
577,703

 
(2.1
)
 
 
 
 
 
 
 
TOTAL PRODUCTION
 
 
 
 
 
 
Total net natural gas & liquids sales, including cash settled derivatives
 
$
602,541

 
$
642,213

 
(6.2
)
Total sales volume (MMcfe)
 
145,198

 
106,123

 
36.8

 
 
 
 
 
 
 
Net natural gas & liquids price, including cash settled derivatives ($/Mcfe)
 
$
4.15

 
$
6.05

 
(31.4
)
 
 
 
 
 
 
 
Midstream Deductions ($/Mcfe)
 
 
 
 
 
 

Gathering to EQT Midstream
 
$
(0.74
)
 
$
(0.73
)
 
1.4

Transmission to EQT Midstream
 
(0.19
)
 
(0.21
)
 
(9.5
)
Third-party gathering and transmission costs
 
(0.45
)
 
(0.54
)
 
(16.7
)
Total midstream deductions
 
$
(1.38
)
 
$
(1.48
)
 
(6.8
)
Average realized price to EQT Production ($/Mcfe)
 
$
2.77

 
$
4.57

 
(39.4
)
Gathering and transmission to EQT Midstream ($/Mcfe)
 
$
0.93

 
$
0.94

 
(1.1
)
Average realized price to EQT Corporation ($/Mcfe)
 
$
3.70

 
$
5.51

 
(32.8
)

(a)
NGLs and crude oil were 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 ($/MMBtu) was $2.98 and $4.94 for the three months ended March 31, 2015 and 2014, respectively).
(c)
Recoveries represent differences in natural gas prices between the Appalachian Basin and the sales points of other markets reached by utilizing transportation capacity, differences in natural gas prices between Appalachian Basin and fixed price sales contracts, term sales with fixed differentials to NYMEX and other marketing activity, including the sale of unused capacity. Recoveries includes approximately $0.22 and $0.15 per Mcf for the three months ended March 31, 2015 and 2014, respectively, for the sale of unused capacity.

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Table of Contents
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.

The Company reports gain (loss) for hedging ineffectiveness and gain (loss) on derivatives not designated as hedges within total operating revenues in the Statements of Consolidated Income.

Third-party costs incurred to gather, process and transport gas produced by EQT Production to market sales points are recorded as transportation and processing costs in the EQT Production segment results and as a portion of transportation and processing costs in the Statements of Consolidated Income. Some transportation costs incurred by the Company are marketed for resale and are not incurred to transport gas produced by EQT Production. These transportation costs are reflected as a deduction from total operating revenues in the EQT Production segment results and in the Statements of Consolidated Income.

Calculation of EQT Production adjusted net operating revenues
Three Months Ended March 31,
$ in thousands (unless noted)
2015
 
2014
EQT Production total operating revenues, as reported on segment page
$
502,194

 
$
512,374

(Deduct) add back:
 
 
 
Loss for hedging ineffectiveness

 
22,260

(Gain) loss on derivatives not designated as hedges
(44,246
)
 
5,140

Net cash settlements received (paid) on derivatives not designated as hedges
3,473

 
(9,717
)
EQT Production transportation and processing, as reported on segment page
(59,640
)
 
(44,629
)
EQT Production adjusted net operating revenues, a non-GAAP measure
$
401,781

 
$
485,428

 
 
 
 
Total sales volumes (MMcfe)
145,198

 
106,123

 
 
 
 
Average realized price to EQT Production ($/Mcfe)
$
2.77

 
$
4.57

Add:
 
 
 
     Gathering and Transmission to EQT Midstream ($/Mcfe)
$
0.93

 
$
0.94

Average realized price to EQT Corporation ($/Mcfe)
$
3.70

 
$
5.51

 
 
 
 
EQT Production total operating revenues, as reported on segment page
$
502,194

 
$
512,374

EQT Midstream total operating revenues, as reported on segment page
208,227

 
166,226

Less: intersegment revenues, net
(1,648
)
 
(16,975
)
EQT Corporation total operating revenues, as reported in accordance with GAAP
$
708,773

 
$
661,625


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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 from continuing operations 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 from continuing operations 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 these measures for budget planning purposes. Purchased gas costs at EQT Midstream include natural gas purchases, including natural gas purchases from affiliates, purchased gas costs adjustments and other gas supply expenses. These purchased gas costs are primarily attributable to transactions with affiliates and are eliminated in consolidation. Consistent with the consolidated results, energy trading contracts recorded within storage, marketing and other are reported net within operating revenues, regardless of whether the contracts are physically or financially settled. The Company has reconciled each segment’s operating income to the Company’s consolidated operating income and net income in Note C to the Condensed Consolidated Financial Statements in this Quarterly Report on Form 10-Q. 

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Table of Contents
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,
 
2015
 
2014
 
%
OPERATIONAL DATA
 
 
 
 
 
 
 
 
 
 
 
Sales volume detail (MMcfe):
 

 
 

 
 

Horizontal Marcellus Play (a)
121,471

 
83,126

 
46.1

Horizontal Huron Play
9,133

 
7,119

 
28.3

Other
14,594

 
15,878

 
(8.1
)
Total production sales volumes (b)
145,198

 
106,123

 
36.8

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

 
1,179

 
36.8

 
 
 
 
 
 
Average realized price to EQT Production ($/Mcfe)
$
2.77

 
$
4.57

 
(39.4
)
 
 
 
 
 
 
Lease operating expenses (LOE), excluding production taxes ($/Mcfe)
$
0.11

 
$
0.14

 
(21.4
)
Production taxes ($/Mcfe)
$
0.10

 
$
0.16

 
(37.5
)
Production depletion ($/Mcfe)
$
1.16

 
$
1.21

 
(4.1
)
 
 
 
 
 
 
Depreciation, depletion and amortization (DD&A) (thousands):
 

 
 

 
 

Production depletion
$
169,028

 
$
128,557

 
31.5

Other DD&A
2,435

 
2,682

 
(9.2
)
Total DD&A (thousands)
$
171,463

 
$
131,239

 
30.6

 
 
 
 
 
 
Capital expenditures (thousands)
$
481,974

 
$
411,084

 
17.2

 
 
 
 
 
 
FINANCIAL DATA (thousands)
 

 
 

 
 

 
 
 
 
 
 
Revenues:
 
 
 
 
 
Production sales
$
457,948

 
$
539,774

 
(15.2
)
Loss for hedging ineffectiveness

 
(22,260
)
 
100.0

Gain (loss) on derivatives not designated as hedges
44,246

 
(5,140
)
 
960.8

Total operating revenues
502,194

 
512,374

 
(2.0
)
 
 
 
 
 
 
Operating expenses:
 

 
 

 
 

Transportation and processing
59,640

 
44,629

 
33.6

LOE, excluding production taxes
16,534

 
14,847

 
11.4

Production taxes
14,822

 
17,093

 
(13.3
)
Exploration expense
12,544

 
1,412

 
788.4

SG&A
41,348

 
25,949

 
59.3

DD&A
171,463

 
131,239

 
30.6

Total operating expenses
316,351

 
235,169

 
34.5

Operating income
$
185,843

 
$
277,205

 
(33.0
)

(a)
Includes Upper Devonian wells.

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


24

Table of Contents
EQT Corporation and Subsidiaries
Management’s Discussion and Analysis of Financial Condition and Results of Operations

Three Months Ended March 31, 2015 vs. Three Months Ended March 31, 2014
 
EQT Production’s operating income totaled $185.8 million for the three months ended March 31, 2015 compared to $277.2 million for the three months ended March 31, 2014.  The $91.4 million decrease in operating income was primarily due to a lower average realized price to EQT Production 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 $502.2 million for the three months ended March 31, 2015 compared to $512.4 million for the three months ended March 31, 2014.  The $10.2 million decrease in operating revenues was primarily due to a 39% decrease in the average realized price to EQT Production partly offset by a 37% increase in production sales volumes and favorable changes in gains on derivatives not designated as hedges and hedging ineffectiveness.
 
The $1.80 per Mcfe decrease in the average realized price to EQT Production for the three months ended March 31, 2015 was primarily due to the decrease in the average NYMEX natural gas price net of cash settled derivatives, a decrease in the average natural gas differential of $0.46 per Mcf and lower NGL prices. The change in the average differential includes lower Appalachian Basin basis of $0.76 per Mcf and increased recoveries of $0.26 per Mcf. Recoveries represent differences in natural gas prices between the Appalachian Basin and the sales points of other markets reached by utilizing transportation capacity, differences in natural gas prices between Appalachian Basin and fixed price sales contracts, term sales with fixed differentials to NYMEX and other marketing activity, including the resale of unused capacity. For the quarter ended March 31, 2015, EQT Production recognized higher recoveries compared to the quarter ended March 31, 2014 primarily by using its contracted transportation capacity to sell gas in higher priced markets as well as from favorable fixed price sales contracts. The Company had more contracted transportation capacity available to move gas out of the Appalachian Basin in the first quarter of 2015 compared to the first quarter of 2014, primarily related to additional Texas Eastern Transmission capacity of 300,000 MMBtu per day which came online in November 2014.

The increase in production sales volumes was the result of increased production from the 2013 and 2014 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, 2015 included a $44.2 million gain on derivatives not designated as hedges compared to $5.1 million of derivative losses for the quarter ended March 31, 2014. The gains for the quarter ended March 31, 2015 related to favorable changes in the fair market value of EQT Production’s NYMEX hedges due to the decrease in NYMEX prices during the first quarter of 2015, partly offset by unfavorable changes in the fair market value of EQT Production’s basis swaps due to the increase in certain basis prices during the first quarter of 2015. The $44.2 million gain on derivatives not designated as hedges for the quarter ended March 31, 2015 included $3.5 million of net cash settlements received, while the $5.1 million loss on derivatives not designated as hedges for the quarter ended March 31, 2014 included $9.7 million of net cash settlements paid. These net cash settlements are included in the average realized price discussion above.
 
Operating expenses totaled $316.4 million for the three months ended March 31, 2015 compared to $235.2 million for the three months ended March 31, 2014. The increase in operating expenses was the result of increases in DD&A, SG&A, transportation and processing, exploration expense and LOE partially offset by a decrease in production taxes. The increase in DD&A expense was the result of higher produced volumes partially offset by a lower overall depletion rate in the current year. The increase in SG&A was primarily due to $7.0 million of drilling program reduction charges in the Permian and Huron Basins including rig release penalties, $4.3 million of Utica proved property impairment, and higher personnel costs of $4.3 million including incentive compensation. Transportation and processing increased by $15.0 million primarily due to additional contracted capacity to move natural gas out of the Appalachian Basin and increased liquids processing fees. Transportation and processing expenses are included in the average realized price to EQT Production. Exploration expense increased due to increased impairments of unproved lease acreage of $10.8 million resulting from lease expirations during the first quarter of 2015 compared to the first quarter of 2014. The increase in LOE was mainly due to increased Marcellus activity. The decrease in production taxes was primarily driven by a $3.2 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.


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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,
 
2015
 
2014
 
%
OPERATIONAL DATA
 
 
 
 
 
Net operating revenues (thousands):
 
 
 
 
 
Gathering
 
 
 
 
 
Firm reservation fee revenues
$
58,373

 
$
1,289

 
4,428.5

Volumetric based fee revenues:
 
 
 
 
 
Usage fees under firm contracts (a)
9,549

 

 
100.0

Usage fees under interruptible contracts
60,938

 
88,087

 
(30.8
)
Total volumetric based fee revenues
70,487

 
88,087

 
(20.0
)
Total gathering net revenues
$
128,860

 
$
89,376

 
44.2

 
 
 
 
 
 
Transmission
 
 
 
 
 
Firm reservation fee revenues
$
61,854

 
$
41,805

 
48.0

Volumetric based fee revenues:
 
 
 
 
 
Usage fees under firm contracts (a)
8,575

 
8,876

 
(3.4
)
Usage fees under interruptible contracts
1,536

 
1,428

 
7.6

Total volumetric based fee revenues
10,111

 
10,304

 
(1.9
)
Total transmission net revenues
$
71,965

 
$
52,109

 
38.1

 
 
 
 
 
 
Storage, marketing and other revenues
5,782

 
7,220

 
(19.9
)
Total net operating revenues
$
206,607

 
$
148,705

 
38.9

 
 
 
 
 
 
Gathered volumes (BBtu per day):
 
 
 
 


Firm reservation
967

 

 
100.0

Volumetric based services (b)
1,087

 
1,402

 
(22.5
)
Total gathered volumes
2,054

 
1,402

 
46.5

 
 
 
 
 
 
Gathering and compression expense ($/MMBtu)
$
0.11

 
$
0.16

 
(31.3
)
 
 
 
 
 
 
Transmission pipeline throughput (BBtu per day):
 
 
 
 


Firm capacity reservation
2,025

 
1,338

 
51.3

Volumetric based services (b)
213

 
262

 
(18.7
)
Total transmission pipeline throughput
2,238

 
1,600

 
39.9

 
 
 
 
 
 
Contracted firm transmission reservation commitments (BBtu per day)
2,947

 
2,004

 
47.1

 
 
 
 
 
 
Capital expenditures (thousands)
$
72,575

 
$
84,919

 
(14.5
)
 
 
 
 
 
 
FINANCIAL DATA (thousands)
 

 
 

 
 

Total operating revenues
$
208,227

 
$
166,226

 
25.3

Purchased gas costs
1,620

 
17,521

 
(90.8
)
Total net operating revenues
206,607

 
148,705

 
38.9

Operating expenses:
 

 
 

 
 

Operation and maintenance (O&M)
28,193

 
25,154

 
12.1

SG&A
25,478

 
19,473

 
30.8

DD&A
23,195

 
21,009

 
10.4

Total operating expenses
76,866

 
65,636

 
17.1

 
 
 
 
 


Operating income
$
129,741

 
$
83,069

 
56.2


(a)
Includes commodity charges and fees on volumes gathered or transported in excess of firm contracted capacity.

(b)
Includes volumes gathered or transported under interruptible contracts and volumes in excess of firm contracted capacity.  

26

Table of Contents
EQT Corporation and Subsidiaries
Management’s Discussion and Analysis of Financial Condition and Results of Operations

Three Months Ended March 31, 2015 vs. Three Months Ended March 31, 2014
 
EQT Midstream’s operating income totaled $129.7 million for the three months ended March 31, 2015 compared to $83.1 million for the three months ended March 31, 2014. The increase in operating income was primarily the result of increased net gathering and transmission operating revenues, partly offset by increased operating expenses and a decrease in storage, marketing and other net operating revenues.

Gathering net operating revenues increased $39.5 million, or 44%, driven primarily by the 47% increase in gathered volumes and increased firm reservation contracts. The average daily gathered volume increase was driven by higher affiliate and third-party volumes primarily in the Marcellus play. The Company significantly increased gathering revenues earned under firm reservation contracts in the first quarter of 2015 compared to 2014, consistent with its business strategy.

Transmission net operating revenues increased by $19.9 million as a result of higher firm reservation fees, reflecting increased production development in the Marcellus Shale by third party and affiliate producers.

Storage, marketing and other net operating revenues decreased from the prior year primarily as a result of lower revenues on NGLs marketed for non-affiliate producers, due to lower liquids pricing in the current year.

Total operating expenses increased $11.2 million for the three months ended March 31, 2015 compared to the three months ended March 31, 2014. SG&A expense increased $6.0 million, primarily due to increased allocated expenses from affiliates of $2.1 million, the impairment of certain expiring right of way options of $1.8 million, higher personnel costs, including incentive compensation costs, of $1.2 million and increased professional services primarily related to the Partnership. O&M expense increased $3.0 million as a result of higher personnel costs, including incentive compensation costs, of $0.9 million, higher property taxes of $0.8 million and higher contract labor costs of $0.6 million. DD&A increased $2.2 million as a result of additional assets placed in-service.
 
Total operating revenues increased $42.0 million primarily as a result of increased gathering and transmission revenue offset by reduced gas marketing activity for storage, marketing and other. Purchased gas costs decreased $15.9 million primarily as a result of reduced natural gas purchases from affiliates for gas marketing activities.

Other Income Statement Items

Interest Expense

Interest expense increased $5.2 million during the three months ended March 31, 2015 compared to the three months ended March 31, 2014 primarily as a result of additional interest expense of $5.0 million related to the Partnership’s 4.00% Senior Notes due 2024 issued during the third quarter of 2014.
 
Income Taxes

Income tax expense decreased $59.0 million during the three months ended March 31, 2015 compared to the three months ended March 31, 2014 as a result of lower pre-tax income attributable to the Company and a lower effective income tax rate. The Company’s effective income tax rate was 20.6% for the first quarter of 2015 compared to 35.5% for the first quarter of 2014. The overall rate was lower than the federal statutory rate for 2015 as the Company consolidates 100% of the pre-tax income related to the noncontrolling public limited partners’ share of Partnership earnings, but is not required to record an income tax provision with respect to the portion of the Partnership’s earnings allocated to its noncontrolling public limited partners. The rate was also lower during the three months ended March 31, 2015 due to decreased state income taxes in 2015 as a result of lower pre-tax income in higher rate jurisdictions.

 

27

Table of Contents
EQT Corporation and Subsidiaries
Management’s Discussion and Analysis of Financial Condition and Results of Operations

OUTLOOK
 
The Company is committed to profitably developing its natural gas, NGL and oil reserves through environmentally responsible, cost-effective and technologically advanced horizontal drilling. The market price for commodities can be volatile and these fluctuations can impact, among other things, the Company’s revenues, earnings, liquidity, reserves, DD&A rates and development plans.

The Company believes the outlook for its businesses is favorable despite the continued uncertainty of natural gas, NGL and oil prices. The Company’s resource base, financial strength, risk management, including commodity hedging strategy, and disciplined investment of capital provide it with an opportunity to exploit and develop its positions and maximize efficiency through economies of scale in its key operating areas.

As a result of the continued low price environment for natural gas, NGLs and oil in the first part of 2015, the Company suspended drilling on its acreage in the Permian Basin in the first quarter of 2015 and revised its estimate of 2015 capital investment, excluding acquisitions, to be approximately $2.4 billion, which includes the Partnership, reduced from the Company's previous estimate of approximately $2.55 billion. The reduction is primarily attributable to lower expected drilling and completion service costs. Capital investment for EQT Production in 2015 is expected to be approximately $1.7 billion, including $1.5 billion related to well development (primarily drilling), to support the drilling of approximately 188 gross wells, including 141 Marcellus wells, 40 Upper Devonian wells and 7 other wells. Estimated sales volumes are expected to be 585 - 600 Bcfe for an anticipated production sales volume growth of approximately 24% in 2015, while NGL volumes are expected to be 9,000 - 10,000 Mbbls. To support continued growth in production, the Company plans to invest approximately $0.7 billion on midstream infrastructure in 2015.  The 2015 capital investment plan is expected to be funded by cash on hand, cash flow generated from operations, proceeds from midstream asset sales (dropdowns) to the Partnership, Partnership capital raises, and proceeds from the expected initial public offering (IPO) of common units of EQT GP Holdings, LP (EQGP).

In February 2015, the Company filed a registration statement with the Securities and Exchange Commission for an IPO of common units of a master limited partnership, EQGP, that will own the general partner interest and the incentive distribution rights in the Partnership, as well as the Company’s limited partner interests in the Partnership. Under the proposed structure, EQT expects to sell a small percentage of EQGP to the public in the IPO, subject to market conditions. At the closing of the IPO, EQT expects to own the general partner of EQGP, and more than 80% percent of EQGP’s common units. EQT intends to use the net proceeds from the IPO for the development of its existing assets, future capital expenditures, and other general corporate purposes.

The Company continues to focus on creating and maximizing shareholder value through the implementation of a strategy that economically accelerates the monetization of its asset base and prudently pursues investment opportunities, all while maintaining a strong balance sheet with solid cash flow.  While the tactics continue to evolve based on market conditions, the Company may consider arrangements, including asset sales and joint ventures, to monetize the value of certain mature assets for re-deployment into its highest value development opportunities. 
 

28

Table of Contents
EQT Corporation and Subsidiaries
Management’s Discussion and Analysis of Financial Condition and Results of Operations

CAPITAL RESOURCES AND LIQUIDITY
 
Overview
 
The Company’s primary sources of cash for the three months ended March 31, 2015 were cash flows from operating activities, proceeds from the underwritten public offering of the Partnership’s common units and an increase in the Partnership’s short term debt, while the primary use of cash was for capital expenditures.
 
Operating Activities
 
Net cash flows provided by operating activities totaled $453.1 million for the three months ended March 31, 2015 compared to $475.9 million for the three months ended March 31, 2014.  The $22.8 million decrease in operating activities was primarily the result of a 33% lower average realized price to EQT Corporation, partially offset by increased production sales volume, increased gathering and transmission firm reservation revenues and slightly lower net working capital requirements.
 
Investing Activities
 
Net cash flows used in investing activities totaled $681.9 million for the three months ended March 31, 2015 compared to $480.0 million for the three months ended March 31, 2014. The $201.9 million increase was attributable to higher capital expenditures of $627.7 million in the first three months of 2015 compared to $480.0 million in 2014, which was primarily the result of an increase in well development and acreage acquisition expenditures, including payment for capital expenditures accrued at December 31, 2014 and 2013, respectively, and a $54.2 million capital contribution to Mountain Valley Pipeline, LLC in 2015. The increase in well development was driven by an increase in completed frac stages and higher spending in the Marcellus play. The Company spud 49 gross wells in the first quarter of 2015, including 47 horizontal Marcellus and Upper Devonian wells and 2 horizontal Permian Basin wells. The Company spud 64 gross wells in the first quarter of 2014, including 50 horizontal Marcellus and Upper Devonian wells and 14 horizontal Huron wells.

Capital expenditures as reported on the Statement of Condensed Consolidated Cash Flows exclude non-cash capital expenditures for certain labor overhead costs, including $6.4 million and $4.5 million for the three months ended March 31, 2015 and 2014, respectively, for a portion of non-cash stock-based compensation expense and expenditures accrued but unpaid at the balance sheet date. 

Financing Activities
 
Cash flows provided by financing activities totaled $934.9 million for the three months ended March 31, 2015 compared to cash flows provided by financing activities of $68.3 million for the three months ended March 31, 2014, an increase of $866.6 million between periods. The Company received net proceeds of $696.7 million from the Partnership’s March 2015 underwritten public offering of common units and $299.0 million from increased borrowings on the Partnership’s revolving line of credit, and paid distributions to noncontrolling interests of $22.8 million during the three months ended March 31, 2015. The Company also paid $39.8 million for income tax withholdings related to the vesting or exercise of equity awards during the three months ended March 31, 2015.  Under the Company’s share-based incentive awards, in connection with the settlement of equity awards, the Company may withhold shares or accept surrendered shares from Company employees holding the awards in exchange for satisfying the cash income tax withholding obligations with respect to the settlement of the awards. The Company received net proceeds from short-term loans of $110.0 million, paid $47.5 million for income tax withholdings related to the vesting or exercise of equity awards, paid distributions to noncontrolling interests of $12.4 million and repaid maturing long-term debt of $3.2 million during the three months ended March 31, 2014.

29

Table of Contents
EQT Corporation and Subsidiaries
Management’s Discussion and Analysis of Financial Condition and Results of Operations

Security Ratings and Financing Triggers
 
The table below reflects the credit ratings for debt instruments of the Company at March 31, 2015.  Changes in credit ratings may affect the Company’s cost of short-term and long-term debt (including interest rates and fees under its lines of credit), collateral requirements under derivative instruments and access to the credit markets.
Rating Service
 
Senior Notes
 
Outlook
Moody’s Investors Service
 
Baa3
 
Stable
Standard & Poor’s Ratings Service
 
BBB
 
Stable
Fitch Ratings Service
 
BBB-
 
Stable
 
The table below reflects the credit ratings for debt instruments of the Partnership at March 31, 2015.  Changes in credit ratings may affect the Partnership’s cost of short-term and long-term debt (including interest rates and fees under its lines of credit) and access to the credit markets.
Rating Service
 

Senior Notes
 
Outlook
Moody’s Investors Service
 
Ba1
 
Stable
Standard & Poor’s Ratings Service
 
BBB-
 
Stable
Fitch Ratings Service
 
BBB-
 
Stable

The Company’s and the Partnership’s credit ratings are subject to revision or withdrawal at any time by the assigning rating organization, and each rating should be evaluated independently of any othe