EQGP Eqgp Holdings, Lp

Continued volume growth, with average pricing up 36% year-over-year

EQT Corporation (NYSE: EQT) today announced second quarter 2017 net income attributable to EQT of $41.1 million, or $0.24 earnings per diluted share (EPS), compared to second quarter 2016 net loss attributable to EQT of $258.6 million, or $1.55 loss per share. Net cash provided by operating activities was $294.2 million, $85.7 million higher than the second quarter 2016. Earnings and cash flow were higher primarily as a result of increases in commodity prices and produced volumes.

Adjusted net income attributable to EQT was $10.1 million for the quarter, compared to an adjusted net loss attributable to EQT of $63.2 million in the second quarter 2016. Adjusted EPS was $0.06, compared to a $0.38 loss per share in the second quarter of 2016 – primarily due to an increase in natural gas prices. Adjusted operating cash flow attributable to EQT was $223.3 million this quarter, which was $118.0 million higher than the same period last year. The Non-GAAP Disclosures section of this news release provides reconciliations of non-GAAP financial measures to the most comparable GAAP financial measure, as well as important disclosures regarding certain projected non-GAAP financial measures.

Steve Schlotterbeck, president and chief executive officer, stated, "Significant sales volume growth and an increase in the average realized price contributed to our strong second quarter results. We were also able to ramp up execution of our consolidation strategy by entering into an agreement to acquire Rice Energy.”

Schlotterbeck continued, "Rice is an outstanding strategic and operational fit for us and we anticipate the combined entities will capture significant operating efficiencies, improve overall well economics, and deliver stronger returns to our shareholders. With our asset position in one of the most prolific natural gas basins in the world, we remain confident in our ability to drive both near- and long-term value creation."

Second Quarter Highlights:

• Announced an agreement to acquire Rice Energy
• Production sales volume was 7% higher than second quarter 2016
• Average realized price was 36% higher than second quarter 2016
• Distributions payable to EQT from EQGP totaled $50 million

RESULTS BY BUSINESS

EQT PRODUCTION

EQT Production achieved sales volume of 198.1 Bcfe in the second quarter 2017, representing a 7% increase over the second quarter last year.

EQT Production’s operating income totaled $52.8 million for the quarter, compared to an operating loss of $447.7 million in the second quarter 2016. The $500.5 million increase was primarily attributable to increases in gains on derivatives not designated as hedges, an increase in the average realized price, and an increase in production sales volume, partly offset by increased operating expenses. Operating revenue totaled $631.1 million for the second quarter 2017, which was $554.1 million higher than the second quarter 2016.

EQT Production’s adjusted operating loss, a non-GAAP financial measure, totaled $4.2 million for the quarter, compared to an adjusted operating loss of $118.1 million in 2016. Adjusted operating revenue, a non-GAAP financial measure, was $566.1 million for the quarter, which was $176.0 million higher than the same period last year, primarily due to a higher average realized sales price and increased production sales volume. Average realized price for the second quarter 2017 was $2.86 per Mcfe, 36% higher than the $2.11 per Mcfe realized in the same period last year. Pipeline and net marketing services revenue totaled $8.1 million in the quarter.

EQT Production’s operating expenses for the quarter were $578.3 million, $53.6 million higher than the same period last year. Transmission expenses were $37.7 million higher, primarily due to volumes transported on the Rockies Express Pipeline and the Ohio Valley Connector (OVC); processing expenses were $17.7 million higher, consistent with higher wet gas volumes; depreciation, depletion, and amortization expense (DD&A) was $10.4 million higher; gathering expense was $6.9 million higher; and production tax was $1.8 million higher consistent with higher volumes; while LOE, excluding production tax, was $3.3 million lower as a result of consolidating Kentucky operations, and selling, general and administrative expense (SG&A) was $1.0 million lower, excluding $9.4 million of pension settlement charges and $7.1 million of legal reserves charges recorded in the second quarter 2016.

The Company drilled (spud) 66 gross wells during the second quarter 2017, including 43 Marcellus wells, with an average expected length-of-pay of 8,200 feet; and 23 Upper Devonian wells, with an average expected length-of-pay of 8,300 feet. The Company turned-in-line 17 wells during the second quarter 2017, including 15 Marcellus wells, and 2 Upper Devonian wells.

In anticipation of the merger with Rice Energy, EQT has suspended its Utica test program as improved returns on Marcellus wells resulting from longer laterals made possible by the Rice acquisition are higher than the return expected on the average Utica well today. The Company’s 2017 sales volume guidance has been reduced by 10 – 15 Bcfe as a result of the suspension of the Company’s Utica test program.

EQT GATHERING

EQT Gathering second quarter 2017 operating income was $83.3 million, $10.1 million higher than the second quarter 2016. Operating revenue was $112.1 million, a $12.0 million increase over 2016, primarily driven by production development in the Marcellus Shale. Firm reservation fee revenue was $101.9 million in the second quarter 2017, an $18.3 million increase over the same quarter last year.

EQT Gathering operating expenses were $28.8 million, a $1.9 million increase over the same period last year consistent with higher throughput. Specifically, depreciation and amortization expense was $2.0 million higher; operating and maintenance expense (O&M) was $1.3 million higher; and SG&A was $1.4 million lower.

EQT TRANSMISSION

EQT Transmission second quarter 2017 operating income was $57.8 million, $1.9 million higher than the second quarter 2016. Firm reservation fee revenue was $79.5 million in 2017, a $19.2 million increase over 2016, which was primarily a result of affiliates contracting for additional firm capacity on the OVC. Operating revenue was $86.8 million, an $8.9 million increase over 2016.

Operating expenses were $29.0 million, $7.0 million higher than last year. Depreciation and amortization was $4.9 million higher; O&M was $2.9 million higher; and SG&A was $0.8 million lower.

OTHER BUSINESS

Rice Energy Acquisition

On June 19, 2017, the Company announced that it had entered into a definitive merger agreement under which EQT will acquire all of the outstanding shares of Rice Energy common stock in exchange for 0.37 shares of EQT stock and $5.30 cash per share of Rice stock. EQT will also assume or refinance approximately $1.5 billion of net debt and preferred equity. The transaction is expected to close in the fourth quarter of 2017, subject to customary closing conditions.

EQT Midstream Partners, LP (NYSE: EQM) / EQT GP Holdings, LP (NYSE: EQGP)

On July 25, 2017, EQM announced a cash distribution to its unitholders of $0.935 per unit for the second quarter. EQGP also announced a cash distribution to its unitholders of $0.21 per unit for the second quarter 2017.

The second quarter 2017 financial results for EQM and EQGP were released today and provide operational results, as well as updates on significant midstream projects under development by EQM. This news release is available at www.eqtmidstreampartners.com.

Calculation of Net Income Attributable to Noncontrolling Interest

The results of EQGP and EQM are consolidated in EQT’s results. For the second quarter 2017, EQT’s results reflected earnings of $81.5 million, or $0.47 per diluted share, attributable to the publicly held partnership interests in EQGP and EQM.

    Three Months Ended (thousands) June 30, 2017 EQM net income $ 139,139 Less: General Partner interest (including incentive distribution rights)   36,598   Limited Partner interest in net income $ 102,541   EQM LP units Publicly owned (73.4%) $ 75,224 EQGP owned (26.6%)   27,317   Limited Partner interest in net income $ 102,541   EQGP net income EQM LP unit ownership $ 27,317 EQM GP unit ownership (including incentive distribution rights) 36,598 EQGP incremental expenses   (585 ) Limited Partner interest in net income $ 63,330   EQGP units Publicly owned LP (9.9%) $ 6,295 EQT owned LP (90.1%)   57,035   Limited Partner interest in net income $ 63,330     Noncontrolling interest in EQT earnings EQM publicly-owned LP units $ 75,224 EQGP publicly-owned LP units   6,295   Net income attributable to noncontrolling interest $ 81,519    

Hedging

As of July 25, 2017, the approximate volumes and prices of the Company’s derivative commodity instruments hedging sales of produced gas for 2017 through 2019 were:

             

2017(a)

2018 2019 NYMEX Swaps Total Volume (Bcf) 249 189 19 Average Price per Mcf (NYMEX) $ 3.35 $ 3.18 $ 3.12   Collars Total Volume (Bcf) 12 18 − Average Floor Price per Mcf (NYMEX) $ 3.06 $ 3.16 $ − Average Cap Price per Mcf (NYMEX) $ 3.93 $ 3.63 $ −

(a)

 

July through December 31

•

The Company also sold calendar year 2017 and 2018 calls/swaptions for approximately 16 Bcf and 33 Bcf, respectively, at strike prices of $3.53 per Mcf and $3.47 per Mcf, respectively

•

For 2017 and 2018, the Company sold puts for approximately 2 Bcf and 3 Bcf, respectively, at a strike price of $2.63 per Mcf

•

The average price is based on a conversion rate of 1.05 MMBtu/Mcf

 

Operating Income (Loss)

The Company reports operating income (loss) by segment in this news release. Interest, income taxes, and unallocated expense are controlled on a consolidated, corporate-wide basis and are not allocated to the segments.

The following table reconciles operating income (loss) by segment, as reported in this news release, to the consolidated operating income reported in the Company’s financial statements:

    Three Months Ended Six Months Ended June 30, June 30, (thousands) 2017   2016 2017   2016 Operating income (loss): EQT Production $ 52,765 $ (447,735 ) $ 310,195 $ (453,213 ) EQT Gathering 83,310 73,175 156,899 145,779 EQT Transmission 57,782 55,854 129,306 120,370 Unallocated expense   (4,063 )   (5,786 )   (15,962 )   (10,227 ) Operating income (loss) $ 189,794   $ (324,492 ) $ 580,438   $ (197,291 )  

Unallocated expenses consist primarily of compensation expense and Rice Energy acquisition costs.

Marcellus Horizontal Well Status (cumulative since inception)

                          As of As of As of As of As of 6/30/17 3/31/17** 12/31/16* 9/30/16* 6/30/16* Wells drilled (spud) 1,259 1,216 1,046 949 896 Wells online 1,028 1,013 875 816 774 Wells complete, not online 15 20 21 32 34 Wells drilled, uncompleted 216 183 150 101 88

*Includes wells acquired in 2016**Includes wells acquired in Q1 2017

NON-GAAP DISCLOSURES

Adjusted Net Income (Loss) Attributable to EQT and Adjusted EPS

Adjusted net income (loss) attributable to EQT and adjusted EPS are non-GAAP supplemental financial measures that are presented because they are important measures used by management to evaluate period-to-period comparisons of earnings trends. Adjusted net income attributable to EQT and adjusted EPS should not be considered as alternatives to net income attributable to EQT or EPS presented in accordance with GAAP. Adjusted net income (loss) attributable to EQT as presented excludes the revenue impact of changes in the fair value of derivative instruments prior to settlement, pension settlement charges and Rice Energy acquisition costs. Management utilizes adjusted net income (loss) attributable to EQT to evaluate earnings trends because the measure reflects only the impact of settled derivative contracts; thus, the income from natural gas sales is not impacted by the often volatile fluctuations in the fair value of derivatives prior to settlement. The measure also excludes other items that affect the comparability of results. Management believes that adjusted net income (loss) attributable to EQT as presented provides useful information for investors for evaluating period-over-period earnings.

The table below reconciles adjusted net income (loss) attributable to EQT and adjusted EPS with net income (loss) attributable to EQT and EPS as derived from the statements of consolidated operations to be included in EQT’s report on Form 10-Q for the quarter ended June 30, 2017.

  Three Months Ended June 30, (thousands, except per share information) 2017   2016 Net income (loss) attributable to EQT, as reported $ 41,126 $ (258,645 ) Add back / (deduct): Pension settlement charges – 9,403 Rice Energy acquisition costs 5,054 – (Gain) loss on derivatives not designated as hedges (46,326 ) 234,693 Net cash settlements (paid) received on derivatives not designated as hedges (11,191 ) 86,097 Premiums received (paid) for derivatives that settled during the period 532 (553 ) Tax impact of non-GAAP items*   20,876     (134,163 ) Adjusted net income (loss) attributable to EQT $ 10,071   $ (63,168 ) Diluted weighted average common shares outstanding 173,582 166,801 Diluted EPS, as adjusted $ 0.06 $ (0.38 )

*

 

A tax rate of 40.2% and 40.7% for the three month periods ended June 30, 2017 and 2016, respectively, was applied to the items under the caption “Add back (deduct)”. This represents the incremental deferred tax benefit (expense) that would have been incurred had these items been excluded from net income (loss) attributable to EQT.

 

Operating Cash Flow, Adjusted Operating Cash Flow Attributable to EQT and Adjusted Operating Cash Flow Attributable to EQT Production

Operating cash flow, adjusted operating cash flow attributable to EQT and adjusted operating cash flow attributable to EQT Production are non-GAAP supplemental financial measures that are presented as indicators of an oil and gas exploration and production company’s ability to internally fund exploration and development activities and to service or incur additional debt. EQT includes this information because management believes that changes in operating assets and liabilities relate to the timing of cash receipts and disbursements and therefore may not relate to the period in which the operating activities occurred. Adjusted operating cash flow attributable to EQT excludes the noncontrolling interest portion of EQT Midstream Partners (EQM) adjusted EBITDA (a non-GAAP supplemental financial measure reconciled below). Management believes that removing the impact on operating cash flows of the public unitholders of EQGP and EQM that is otherwise required to be consolidated in EQT’s results provides useful information to an EQT investor. As used in this news release, adjusted operating cash flow attributable to EQT Production means the EQT Production segment’s total operating revenues less the EQT Production segment’s cash operating expense, less gains (losses) on derivatives not designated as hedges, plus net cash settlements received (paid) on derivatives not designated as hedges, plus premiums received (paid) for derivatives that settled during the period, plus EQT Production asset impairments (if applicable). Operating cash flow, adjusted operating cash flow attributable to EQT and adjusted operating cash flow attributable to EQT Production should not be considered as alternatives to net cash provided by operating activities presented in accordance with GAAP. The table below reconciles operating cash flow and adjusted operating cash flow attributable to EQT with net cash provided by operating activities, as derived from the statements of condensed consolidated cash flows to be included in EQT’s report on Form 10-Q for the quarter ended June 30, 2017.

    Three Months Ended Six Months Ended June 30, June 30, (thousands) 2017   2016 2017   2016 Net cash provided by operating activities $ 294,177 $ 208,487 $ 808,994 $ 493,404 Add back / (deduct) Changes in other assets and liabilities   43,994     (1,000 )   (25,630 )   40,818   Operating cash flow (a non-GAAP measure) 338,171 207,487 783,364 534,222 (Deduct) / add back: EQT Midstream Partners adjusted EBITDA(1) (165,238 ) (138,136 ) (333,902 ) (279,707 ) Cash distribution payable to EQT(2)   50,340     35,957     96,126     68,079   Adjusted operating cash flow attributable to EQT $ 223,273   $ 105,308   $ 545,588   $ 322,594   (1)   EQT Midstream Partners adjusted EBITDA is a non-GAAP supplemental financial measure reconciled in this section (2) Cash distribution payable to EQT for the three and six months ended June 30, 2017 and 2016, represents the distribution payable from EQGP to EQT  

EQT has not provided projected net cash provided by operating activities or reconciliations of projected adjusted operating cash flow attributable to EQT or EQT Production to projected net cash provided by operating activities, the most comparable financial measure calculated in accordance with GAAP. EQT is unable to project net cash provided by operating activities because this metric includes the impact of changes in operating assets and liabilities related to the timing of cash receipts and disbursements that may not relate to the period in which the operating activities occurred. EQT is unable to project these timing differences with any reasonable degree of accuracy without unreasonable efforts such as predicting the timing of its and customers’ payments, with accuracy to a specific day, three or more months in advance. Therefore, EQT is unable to provide projected net cash provided by operating activities, or the related reconciliations of projected adjusted operating cash flow attributable to EQT and EQT Production to projected net cash provided by operating activities, without unreasonable effort.

EQT Production Adjusted Operating Revenues

The table below reconciles EQT Production adjusted operating revenues, a non-GAAP supplemental financial measure, to EQT Production total operating revenues, as reported in the EQT Production Results of Operations, its most directly comparable financial measure calculated in accordance with GAAP. Refer to Financial Information by Business Segment footnote to be included in EQT’s report on Form 10-Q for the quarter ended June 30, 2017 for a reconciliation of EQT Production total operating revenues to EQT Corporation total operating revenues, as reported.

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 pipeline and net 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 "Pipeline and net marketing services" because management considers these revenues to be unrelated to the revenues for its natural gas and liquids production. "Pipeline and net marketing services" includes revenues for gathering services provided to third-parties, as well as both the cost of and recoveries on third-party pipeline capacity not used for EQT Production sales volume. Management further believes that EQT Production adjusted operating revenues, as presented, provide useful information to investors for evaluating period-over-period earnings trends.

    Calculation of EQT Production Adjusted Three Months Ended Six Months Ended Operating Revenue June 30, June 30, $ in thousands (unless noted) 2017   2016 2017   2016 EQT Production total operating revenues, as reported on segment page $ 631,101 $ 76,953 $ 1,459,763 $ 560,660 (Deduct) / add back: (Gain) loss on derivatives not designated as hedges (46,326 ) 234,693 (187,068 ) 125,698 Net cash settlements (paid) received on derivatives not designated as hedges (11,191 ) 86,097 (20,158 ) 195,229 Premiums received (paid) for derivatives that settled during the period 532 (553 ) 1,058 (1,016 ) Pipeline and net marketing services   (8,061 )   (7,114 )   (22,516 )   (17,399 ) EQT Production adjusted operating revenue, a non-GAAP measure $ 566,055 $ 390,076 $ 1,231,079 $ 863,172   Total sales volumes (MMcfe) 198,080 184,548 388,014 364,483   Average realized price ($/Mcfe) $ 2.86 $ 2.11 $ 3.17 $ 2.37  

EQT Production Adjusted Operating Income (Loss)

The table below reconciles EQT Production adjusted operating income (loss), a non-GAAP supplemental financial measure, to EQT Production operating income (loss), as reported in the EQT Production Results of Operations. Refer to the Operating Income (Loss) section in this news release for a reconciliation of EQT Production total operating income (loss) to EQT Corporation total operating income (loss), as reported.

EQT Production adjusted operating income (loss) is presented because it is an important measure used by EQT’s management to evaluate period-over-period comparisons of earnings trends. EQT Production adjusted operating income (loss) should not be considered as an alternative to EQT Corporation operating income presented in accordance with GAAP. EQT Production adjusted operating income (loss) as presented excludes the revenue impact of changes in the fair value of derivative instruments prior to settlement. Management utilizes EQT Production adjusted operating income (loss) to evaluate earnings trends because the measure reflects only the impact of settled derivative contracts and thus the income from natural gas sales is not impacted by the often volatile fluctuations in the fair value of derivatives prior to settlement. The measure also excludes other items that affect the comparability of results. Management believes that EQT Production adjusted operating income (loss) as presented provides useful information for investors for evaluating period-over-period earnings.

    Three Months Ended Six Months Ended June 30, June 30, (thousands) 2017   2016 2017   2016 EQT Production operating income (loss), as reported on segment page $ 52,765   $ (447,735 ) $ 310,195   $ (453,213 ) (Deduct) / add back: (Gain) / loss on derivatives not designated as hedges

 

$

(46,326

)

234,693 (187,068 ) 125,698 Net cash settlements (paid) received on derivatives not designated as hedges (11,191 ) 86,097 (20,158 ) 195,229 Premiums received (paid) for derivatives that settled during the period 532 (553 ) 1,058 (1,016 ) Pension settlement charges   −     9,403     −     9,403   EQT Production adjusted operating (loss) income $ (4,220 ) $ (118,095 ) $ 104,027 $ (123,899 )  

EQT Midstream Partners Adjusted EBITDA

As used in this news release, EQT Midstream Partners adjusted EBITDA means EQM’s net income plus EQM’s net interest expense, depreciation and amortization expense, income tax expense (if applicable), preferred interest payments received post-conversion, and non-cash long-term compensation expense less EQM’s equity income, AFUDC-equity, pre-acquisition capital lease payments for Allegheny Valley Connector, LLC (AVC), and adjusted EBITDA of assets prior to acquisition. EQT Midstream Partners adjusted EBITDA is a non-GAAP supplemental financial measure that management and external users of EQT’s consolidated financial statements, such as industry analysts, investors, lenders and rating agencies, use to assess the effects of the noncontrolling interests in relation to:

• EQT's operating performance as compared to other companies in its industry;
• the ability of EQT's assets to generate sufficient cash flow to make distributions to its investors;
• EQT's ability to incur and service debt and fund capital expenditures; and
• the viability of acquisitions and other capital expenditure projects and the returns on investment of various investment opportunities.

EQT believes that EQT Midstream Partners adjusted EBITDA provides useful information to investors in assessing EQT's financial condition and results of operations. EQT Midstream Partners adjusted EBITDA should not be considered as an alternative to EQM’s net income, operating income, or any other measure of financial performance or liquidity presented in accordance with GAAP. EQT Midstream Partners adjusted EBITDA has important limitations as an analytical tool because it excludes some, but not all, items that affect EQM's net income. Additionally, because EQT Midstream Partners adjusted EBITDA may be defined differently by other companies in EQT's or EQM's industries, the definition of EQT Midstream Partners adjusted EBITDA may not be comparable to similarly titled measures of other companies, thereby diminishing the utility of the measure. The table below reconciles EQT Midstream Partners adjusted EBITDA with EQM’s net income, as derived from the statements of consolidated operations to be included in EQM’s report on Form 10-Q for the quarter ended June 30, 2017.

EQM is unable to provide a reconciliation of projected EQT Midstream Partners adjusted EBITDA to projected EQM net income, the most comparable financial measure calculated in accordance with GAAP, because EQM does not provide guidance with respect to the intra-year timing of its or Mountain Valley Pipeline, LLC’s capital spending, which impact AFUDC-debt and equity as well as equity earnings, among other items, that are reconciling items between EQT Midstream Partners adjusted EBITDA and EQM net income. The timing of capital expenditures is volatile as it depends on weather, regulatory approvals, contractor availability, system performance and various other items. EQM provides a range for the forecasts of EQM net income and EQT Midstream Partners adjusted EBITDA to allow for the variability in the timing of capital spending and the impact on the related reconciling items, many of which interplay with each other. Therefore, the reconciliation of projected EQT Midstream Partners adjusted EBITDA to projected EQM net income is not available without unreasonable effort.

  Three Months Ended Six Months Ended June 30, June 30, (thousands, unless noted) 2017   2016 2017   2016 Net income $ 139,139 $ 131,859 $ 282,335 $ 268,594 Add back: Net interest expense 8,662 4,094 16,588 8,646 Depreciation and amortization expense 21,400 14,531 41,947 28,538 Income tax expense − 3,485 − 6,920 Preferred interest payments received post conversion 2,746 − 5,492 − Non-cash long-term compensation expense − − 225 195 Less: Equity income (5,111 ) (1,850 ) (9,388 ) (3,439 ) AFUDC - equity (1,598 ) (5,793 ) (3,297 ) (8,730 ) Pre-acquisition capital lease payments for AVC − (4,036 ) − (13,400 ) Adjusted EBITDA attributable to the assets prior to acquisition   −     (4,154 )   −     (7,617 ) EQT Midstream Partners Adjusted EBITDA $ $ 165,238   $ 138,136   $ 333,902   $ 279,707    

Second quarter 2017 Webcast Information

The Company's conference call with securities analysts begins at 10:30 a.m. ET today and will be broadcast live via the Company's web site at www.eqt.com, and on the investor information page of the Company’s web site at ir.eqt.com, with a replay available for seven days following the call.

EQT Midstream Partners, LP and EQT GP Holdings, LP, for which EQT Corporation is the parent company, will also host a joint conference call with security analysts today, beginning at 11:30 a.m. ET. The call will be broadcast live via www.eqtmidstreampartners.com, with a replay available for seven days following the call.

About EQT Corporation:

EQT Corporation is an integrated energy company with emphasis on Appalachian area natural gas production, gathering, and transmission. With more than 125 years of experience, EQT continues to be a leader in the use of advanced horizontal drilling technology – designed to minimize the potential impact of drilling-related activities and reduce the overall environmental footprint. Through safe and responsible operations, the Company is committed to meeting the country’s growing demand for clean-burning energy, while continuing to provide a rewarding workplace and enrich the communities where its employees live and work. EQT also owns a 90% limited partner interest in EQT GP Holdings, LP. EQT GP Holdings, LP owns the general partner interest, all of the incentive distribution rights, and a portion of the limited partner interests in EQT Midstream Partners, LP.

Visit EQT Corporation at www.EQT.com.

EQT Management speaks to investors from time-to-time and the analyst presentation for these discussions, which is updated periodically, is available via the Company’s investor relations website at http://ir.eqt.com.

About EQT Midstream Partners:

EQT Midstream Partners, LP is a growth-oriented limited partnership formed by EQT Corporation to own, operate, acquire, and develop midstream assets in the Appalachian Basin. The Partnership provides midstream services to EQT Corporation and third-party companies through its strategically located transmission, storage, and gathering systems that service the Marcellus and Utica regions. The Partnership owns approximately 950 miles of FERC-regulated interstate pipelines; and also owns approximately 1,800 miles of high- and low-pressure gathering lines.

Visit EQT Midstream Partners, LP at www.eqtmidstreampartners.com.

About EQT GP Holdings:

EQT GP Holdings, LP is a limited partnership that owns the general partner interest, all of the incentive distribution rights, and a portion of the limited partner interests in EQT Midstream Partners, LP. EQT Corporation owns a 90% limited partner interest in EQT GP Holdings, LP.

Visit EQT GP Holdings, LP at www.eqtmidstreampartners.com.

Cautionary Statements

The United States Securities and Exchange Commission (SEC) permits oil and gas companies, in their filings with the SEC, to disclose only proved, probable and possible reserves that a company anticipates as of a given date to be economically and legally producible and deliverable by application of development projects to known accumulations. We use certain terms, such as “EUR” (estimated ultimate recovery) and “3P” (proved, probable and possible), that the SEC’s guidelines prohibit us from including in filings with the SEC. These measures are by their nature more speculative than estimates of reserves prepared in accordance with SEC definitions and guidelines and accordingly are less certain.

Total sales volume per day (or daily production) is an operational estimate of the daily production or sales volume on a typical day (excluding curtailments).

Disclosures in this news release 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. Without limiting the generality of the foregoing, forward-looking statements contained in this news release specifically include 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, Upper Devonian, Utica, and other reserves; drilling plans and programs (including the number, type, average length-of-pay or lateral length and location of wells to be drilled and number and type of drilling rigs); projected natural gas prices, basis and average differential; total resource potential, reserves and EUR; projected Company and third party production sales volume and growth rates (including liquids sales volume and growth rates); projected unit costs and well costs; projected pipeline and net marketing services revenues; projected gathering and transmission volume and growth rates; the Company’s access to, and timing of, capacity on pipelines; infrastructure programs (including the timing, cost and capacity of the transmission and gathering expansion projects); the cost, timing of regulatory approvals and anticipated in-service date of the Mountain Valley Pipeline (MVP) project; the ultimate terms, partners and structure of the MVP joint venture; technology (including drilling and completion techniques); acquisition transactions; the Company’s ability to complete, the timing of, and the Company’s financing of the funds required for, the Company’s acquisition of Rice Energy, and the Company’s ability to achieve the anticipated synergies from the transaction; monetization transactions, including asset sales, joint ventures or other transactions involving the Company’s assets; the projected cash flows resulting from the Company’s limited partner interests in EQGP; internal rate of return (IRR) and returns per well; projected capital contributions and expenditures; potential future impairments of the Company’s assets; liquidity and financing requirements, including funding sources and availability; changes in the Company’s or EQM’s credit ratings; projected net income attributable to noncontrolling interests, adjusted operating cash flow attributable to EQT, adjusted operating cash flow attributable to EQT Production, EBITDA, revenues and cash-on-hand; hedging strategy; the effects of government regulation and litigation; projected dividend and distribution amounts and rates; and tax position and projected effective tax rate. These forward-looking statements 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,” of the Company’s Form 10-K for the year ended December 31, 2016 as filed with the SEC, as updated by any subsequent Form 10-Qs.

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.

Information in this news release regarding EQGP and its subsidiaries, including EQM, is derived from publicly available information published by the partnerships.

Important Additional Information

In connection with the proposed transaction, EQT will file with the SEC a Registration Statement on Form S-4 that will include a Joint Proxy Statement of EQT and Rice and a Prospectus of EQT, as well as other relevant documents concerning the proposed transaction. The proposed transaction involving EQT and Rice will be submitted to EQT’s shareholders and Rice’s stockholders for their consideration. This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval. SHAREHOLDERS OF EQT AND STOCKHOLDERS OF RICE ARE URGED TO READ THE REGISTRATION STATEMENT AND THE JOINT PROXY STATEMENT/PROSPECTUS REGARDING THE TRANSACTION WHEN IT BECOMES AVAILABLE AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Investors will be able to obtain a free copy of the definitive joint proxy statement/prospectus, as well as other filings containing information about EQT and Rice, without charge, at the SEC’s website (http://www.sec.gov). Copies of the joint proxy statement/prospectus and the filings with the SEC that will be incorporated by reference in the joint proxy statement/prospectus can also be obtained, without charge, by directing a request to Investor Relations, EQT Corporation, EQT Plaza, 625 Liberty Avenue, Pittsburgh, Pennsylvania 15222-3111, Tel. No. (412) 553-5700 or to Investor Relations, Rice Energy Inc., 2200 Rice Drive, Canonsburg, Pennsylvania 15317, Tel. No. (724) 271-7200.

Participants in the Solicitation

EQT, Rice, and certain of their respective directors, executive officers and employees may be deemed to be participants in the solicitation of proxies in respect of the proposed transaction. Information regarding EQT’s directors and executive officers is available in its definitive proxy statement, which was filed with the SEC on February 17, 2017, and certain of its Current Reports on Form 8-K. Information regarding Rice’s directors and executive officers is available in its definitive proxy statement, which was filed with the SEC on April 17, 2017, and certain of its Current Reports on Form 8-K. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the joint proxy statement/prospectus and other relevant materials filed with the SEC. Free copies of this document may be obtained as described in the preceding paragraph.

2017 GUIDANCE

See the Non-GAAP Disclosures section for important information regarding the non-GAAP financial measures included in this news release, including reasons why EQT is unable to provide projections of its 2017 net cash provided by operating activities, the most comparable financial measure to adjusted operating cash flow attributable to EQT and EQT Production, calculated in accordance with GAAP.

    PRODUCTION Q3 2017   2017   Total production sales volume (Bcfe) 205 – 210 825 – 840 Liquids sales volume, excluding ethane (Mbbls) 3,240 – 3,260 13,200 – 13,600 Ethane sales volume (Mbbls) 1,565 – 1,575 5,850 – 6,050 Total liquids sales volume (Mbbls) 4,805 – 4,835 19,050 – 19,650   Marcellus / Utica Rigs 6 – 9 Top-hole rigs 5 – 7   Unit Costs ($ / Mcfe) Gathering to EQT Gathering $ 0.45 – 0.47 Transmission to EQT Transmission $ 0.20 – 0.22 Third-party gathering and transmission $ 0.44 – 0.46 Processing $ 0.21 – 0.23 LOE, excluding production taxes $ 0.12 – 0.14 Production taxes $ 0.08 – 0.10 SG&A $ 0.18 – 0.20 DD&A $ 1.03 – 1.05   Average differential ($ / Mcf)

$ (0.85) – (0.75

)

$ (0.55) – (0.45

)

  Pipeline and net marketing services ($MM) $ 0 – 10

$ 35 – 45

FINANCIAL ($MM) Net income attributable to noncontrolling interest ($MM) $ 80 – 82

$ 335 – 345

  ADJUSTED OPERATING CASH FLOW ($MM) Adjusted operating cash flow attributable to EQT Production $ 1,100 Distributions from EQGP

200

Interest, taxes, and other items

(100

)

Adjusted operating cash flow attributable to EQT $ 1,200

Based on current NYMEX natural gas prices of $3.18All guidance, forecasts and projections included in this news release do not reflect the pro forma impact of the Company’s pending acquisition of Rice Energy

  EQT CORPORATION AND SUBSIDIARIES Statements of Consolidated Operations         Three Months Ended Six Months Ended June 30, June 30, 2017 2016 2017 2016 (Thousands except per share amounts) Revenues: Sales of natural gas, oil and NGLs $ 576,714 $ 304,532 $ 1,250,179 $ 668,959 Pipeline and net marketing services 67,853 57,692 151,169 129,339 Gain (loss) on derivatives not designated as hedges   46,326   (234,693 )   187,068   (125,698 ) Total operating revenues 690,893 127,531 1,588,416 672,600   Operating expenses: Transportation and processing 134,818 84,207 268,524 161,400 Operation and maintenance 20,581 16,353 40,867 33,489 Production 44,393 45,891 90,182 87,093 Exploration 3,481 3,591 6,603 6,714 Selling, general and administrative 57,009 77,352 129,067 135,335 Depreciation, depletion and amortization   240,817   224,629     472,735   445,860   Total operating expenses 501,099 452,023 1,007,978 869,891   Operating income (loss) 189,794 (324,492 ) 580,438 (197,291 )   Other income 6,638 7,644 10,019 12,484 Interest expense   44,078   36,305     86,733   72,485   Income (loss) before income taxes 152,354 (353,153 ) 503,724 (257,292 ) Income tax expense (benefit)   29,709   (172,346 )   130,374   (164,910 ) Net income (loss) 122,645 (180,807 ) 373,350 (92,382 ) Less: Net income attributable to noncontrolling interests   81,519   77,838     168,232   160,627   Net income (loss) attributable to EQT Corporation $ 41,126 $ (258,645 ) $ 205,118 $ (253,009 )   Earnings per share of common stock attributable to EQT Corporation: Basic: Weighted average common stock outstanding   173,462   166,801       173,320   161,909   Net income (loss) $ 0.24 $ (1.55 )   $ 1.18 $ (1.56 )   Diluted: Weighted average common stock outstanding   173,582   166,801     173,525   161,909   Net income (loss) $ 0.24 $ (1.55 ) $ 1.18 $ (1.56 ) Dividends declared per common share $ 0.03 $ 0.03   $ 0.06 $ 0.06       EQT CORPORATION AND SUBSIDIARIES PRICE RECONCILIATION         Three Months Ended Six Months Ended June 30, June 30, in thousands (unless noted) 2017 2016 2017 2016 NATURAL GAS Sales volume (MMcf) 167,682 167,741 332,146 333,015 NYMEX price ($/MMBtu) (a) $ 3.18 $ 1.95 $ 3.25 $ 2.02 Btu uplift   0.26     0.16     0.27     0.17   Natural gas price ($/Mcf) $ 3.44 $ 2.11 $ 3.52 $ 2.19   Basis ($/Mcf) (b) (0.60 ) (0.75 ) (0.39 ) (0.58 ) Cash settled basis swaps (not designated as hedges) ($/Mcf)   (0.04 )   (0.04 )   -     0.08   Average differential, including cash settled basis swaps ($/Mcf) $ (0.64 ) $ (0.79 ) $ (0.39 ) $ (0.50 )   Average adjusted price ($/Mcf) $ 2.80 $ 1.32 $ 3.13 $ 1.69 Cash settled derivatives (cash flow hedges) ($/Mcf) 0.02 0.16 0.01 0.14 Cash settled derivatives (not designated as hedges) ($/Mcf)   (0.02 )   0.55     (0.05 )   0.50   Average natural gas price, including cash settled derivatives ($/Mcf) $ 2.80 $ 2.03 $ 3.09 $ 2.33   Natural gas sales, including cash settled derivatives $ 469,165 $ 342,561 $ 1,028,364 $ 777,414   LIQUIDS NGLs (excluding ethane): Sales volume (MMcfe) (c) 18,895 14,442 36,035 28,094 Sales volume (Mbbls) 3,149 2,408 6,006 4,683 Price ($/Bbl) $ 24.03 $ 16.12 $ 27.54 $ 15.52 Cash settled derivatives (not designated as hedges) ($/Bbl)   (0.32 )   -     (0.43 )   -   Average NGL price, including cash settled derivatives ($/Bbl) $ 23.71 $ 16.12 $ 27.11 $ 15.52   NGL sales $ 74,653 $ 38,805 $ 162,850 $ 72,680 Ethane: Sales volume (MMcfe) (c) 9,771 1,177 16,744 1,177 Sales volume (Mbbls) 1,629 196 2,791 196 Price ($/Bbl) $ 6.76   $ 8.28   $ 6.72   $ 8.28   Ethane sales $ 11,007 $ 1,624 $ 18,739 $ 1,624 Oil: Sales volume (MMcfe) (c) 1,732 1,188 3,089 2,197 Sales volume (Mbbls) 289 198 515 366 Price ($/Bbl) $ 38.91   $ 35.78   $ 41.04   $ 31.28   Oil sales $ 11,230 $ 7,086 $ 21,126 $ 11,454   Total liquids sales volume (MMcfe) (c ) 30,398 16,807 55,868 31,468 Total liquids sales volume (Mbbls) 5,067 2,802 9,312 5,245   Liquids sales $ 96,890 $ 47,515 $ 202,715 $ 85,758   TOTAL PRODUCTION Total natural gas & liquids sales, including cash settled derivatives (d) $ 566,055 $ 390,076 $ 1,231,079 $ 863,172 Total sales volume (MMcfe) 198,080 184,548 388,014 364,483   Average realized price ($/Mcfe) $ 2.86 $ 2.11 $ 3.17 $ 2.37

 

(a)

 

The Company’s volume weighted NYMEX natural gas price (actual average NYMEX natural gas price ($/MMBtu) was $3.18 and $1.95 for the three months ended June 30, 2017 and 2016, respectively, and $3.25 and $2.02 for the six months ended June 30, 2017 and 2016, respectively).

(b)

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

(c)

NGLs, ethane and crude oil were converted to Mcfe at the rate of six Mcfe per barrel for all periods.

(d)

Also referred to in this report as EQT Production adjusted operating revenues, a non-GAAP supplemental financial measure.

    EQT PRODUCTION RESULTS OF OPERATIONS     Three Months Ended Six Months Ended June 30, June 30, 2017   2016 2017   2016 OPERATIONAL DATA Sales volume detail (MMcfe): Marcellus (a) 175,103 160,382 341,472 314,971 Other (b)   22,977   24,166     46,542   49,512   Total production sales volumes (c) 198,080 184,548 388,014 364,483   Average daily sales volumes (MMcfe/d) 2,177 2,028 2,144 2,003   Average realized price ($/Mcfe) $ 2.86 $ 2.11 $ 3.17 $ 2.37   Gathering to EQT Gathering ($/Mcfe) $ 0.48 $ 0.50 $ 0.48 $ 0.60 Transmission to EQT Transmission ($/Mcfe) $ 0.22 $ 0.19 $ 0.23 $ 0.19 Third party gathering and transmission ($/Mcfe) $ 0.44 $ 0.30 $ 0.46 $ 0.29 Processing ($/Mcfe) $ 0.24 $ 0.16 $ 0.23 $ 0.15 Lease operating expenses (LOE), excluding production taxes ($/Mcfe) $ 0.13 $ 0.16 $ 0.13 $ 0.15 Production taxes ($/Mcfe) $ 0.09 $ 0.09 $ 0.10 $ 0.08 Production depletion ($/Mcfe) $ 1.04 $ 1.06 $ 1.04 $ 1.06   Depreciation, depletion and amortization (DD&A) (thousands): Production depletion $ 205,524 $ 195,293 $ 402,986 $ 387,288 Other DD&A   13,687   13,516     27,322   27,197   Total DD&A $ 219,211 $ 208,809 $ 430,308 $ 414,485   Capital expenditures (thousands) (d) 455,721 234,325 1,401,179 471,891   FINANCIAL DATA (thousands)   Revenues: Sales of natural gas, oil and NGLs $ 576,714 $ 304,532 $ 1,250,179 668,959 Pipeline and net marketing services 8,061 7,114 22,516 17,399 Gain (loss) on derivatives not designated as hedges   46,326   (234,693 )   187,068   (125,698 ) Total operating revenues 631,101 76,953 1,459,763 560,660   Operating expenses: Gathering 110,965 104,035 217,880 204,451 Transmission 116,209 78,556 234,805 153,740 Processing 46,819 29,082 89,579 55,097 LOE, excluding production taxes 26,034 29,312 51,345 56,207 Production taxes 18,359 16,579 38,837 30,886 Exploration 3,481 3,591 6,603 6,714 Selling, general and administrative (SG&A) 37,258 54,724 80,211 92,293 DD&A   219,211   208,809     430,308   414,485   Total operating expenses   578,336   524,688     1,149,568   1,013,873   Operating income (loss) $ 52,765 $ (447,735 ) $ 310,195 $ (453,213 )

(a)

 

Includes Upper Devonian wells.

(b)

Includes 2,510 and 3,842 MMcfe of Utica sales volume for the three months ended June 30, 2017 and 2016, respectively, and 4,972 and 7,795 MMcfe of Utica sales volume for the six months ended June 30, 2017 and 2016, respectively.

(c)

NGLs, ethane and crude oil were converted to Mcfe at the rate of six Mcfe per barrel for all periods.

(d)

Expenditures for segment assets in the EQT Production segment included $49.6 million and $34.8 million for general leasing activity during the three months ended June 30, 2017 and 2016, respectively, and $94.9 million and $68.1 million for general leasing activity during the six months ended June 30, 2017 and 2016, respectively. The three and six months ended June 30, 2017 also includes $141.7 million and $811.2 million of cash capital expenditures for acquisitions, respectively. During the six months ended June 30, 2017, the Company also incurred $9.7 million of non-cash capital expenditures for acquisitions.

    EQT GATHERING RESULTS OF OPERATIONS         Three Months Ended Six Months Ended June 30, June 30, 2017 2016 2017 2016 FINANCIAL DATA (Thousands, other than per day amounts) Firm reservation fee revenues $ 101,858 $ 83,560 $ 196,129 $ 165,567 Volumetric based fee revenues: Usage fees under firm contracts (a) 6,479 11,039 11,300 21,491 Usage fees under interruptible contracts   3,808   5,556   7,045   11,106 Total volumetric based fee revenues   10,287   16,595   18,345   32,597 Total operating revenues   112,145   100,155   214,474   198,164   Operating expenses: Operating and maintenance 10,408 9,123 20,863 18,068 SG&A 8,872 10,263 18,297 19,460 Depreciation and amortization   9,555   7,594   18,415   14,857 Total operating expenses   28,835   26,980   57,575   52,385   Operating income $ 83,310 $ 73,175 $ 156,899 $ 145,779   OPERATIONAL DATA Gathered volumes (BBtu per day) Firm capacity reservation 1,780 1,535 1,754 1,478 Volumetric based services (b)   281   462   253   469 Total gathered volumes 2,061 1,997 2,007 1,947   Capital expenditures $ 53,708 $ 86,278 $ 102,546 $ 159,365

(a)

 

Includes fees on volumes gathered in excess of firm contracted capacity

(b)

Includes volumes gathered under interruptible contracts and volumes gathered in excess of firm contracted capacity.

    EQT TRANSMISSION RESULTS OF OPERATIONS         Three Months Ended Six Months Ended June 30, June 30, 2017 2016 2017 2016 FINANCIAL DATA (Thousands, other than per day amounts) Firm reservation fee revenues $ 79,512 $ 60,284 $ 171,786 $ 130,393 Volumetric based fee revenues: Usage fees under firm contracts (a) 3,503 14,245 6,360 27,674 Usage fees under interruptible contracts   3,806   3,358   9,772   7,597 Total volumetric based fee revenues   7,309   17,603   16,132   35,271 Total operating revenues   86,821   77,887   187,918   165,664   Operating expenses: Operating and maintenance 10,173 7,230 20,004 15,421 SG&A 7,021 7,866 15,076 16,192 Depreciation and amortization   11,845   6,937   23,532   13,681 Total operating expenses   29,039   22,033   58,612   45,294   Operating income $ 57,782 $ 55,854 $ 129,306 $ 120,370   OPERATIONAL DATA Transmission pipeline throughput (BBtu per day) 2,218 1,486 2,171 1,554 Firm capacity reservation   21   570   24   528 Volumetric based services (b) 2,239 2,056 2,195 2,082 Total transmission pipeline throughput   Average contracted firm transmission reservationcommitments (BBtu per day) 3,341 2,401 3,542 2,703   Capital expenditures $ 29,978 $ 115,946 $ 51,367 $ 176,017

(a)

 

Includes commodity charges and fees on all volumes transported under firm contracts as well as transmission fees on volumes in excess of firm contracted capacity.

(b)

Includes volumes transported under interruptible contracts and volumes transported in excess of firm contracted capacity.

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EQT analyst inquiries please contact:Patrick Kane – Chief Investor Relations Officer, 412-553-7833pkane@eqt.comorEQT Midstream Partners / EQT GP Holdings analyst inquiries please contact:Nate Tetlow – Investor Relations Director, 412-553-5834ntetlow@eqt.comorMedia inquiries please contact:Natalie Cox – Corporate Director, Communications, 412-395-3941ncox@eqt.com