ROHSTOFF INTERNATIONAL

14:20 | 18.06.2019
EQT Issues Statement

EQT Corporation (NYSE: EQT) today issued the following statement in
response to a presentation issued by the Toby Rice Group:

Nothing in Toby Rice’s latest presentation changes the fact that since
EQT’s new management team was appointed late last year, the Company has:

significantly improved EQT’s operational efficiency, such that today
EQT is a low-cost leader among Appalachian peers;

embraced innovative new technologies, including by drilling new wells
100% remotely, demonstrating the Company’s technology-driven vision;

identified $175 million in annual cost reductions; and

transformed into a free cash flow machine, generating more than $300
million of adjusted free cash flow1 in Q4’18 and Q1’19
alone.

The Toby Rice Group campaign is premised on misleading information and
stale arguments that are wholly contradicted by EQT’s transformation.
Their steadfast refusal to acknowledge EQT’s outstanding recent progress
and results, and continued efforts to mislead shareholders by focusing
only on the old EQT and its performance last summer, undermines their
credibility. The Toby Rice Group’s ideas – and entire campaign to seize
control of EQT – are flawed and designed to advance the interests of the
Rice family, not EQT. We believe that wholesale replacement of EQT’s
Board and management team, as proposed by the Toby Rice Group, would be
counterproductive and destabilizing, especially amid EQT’s successful
transformation.

EQT’s slate of director candidates is purpose-built to ensure that the
most valuable skillsets, experiences and backgrounds are represented in
the boardroom to advance the interests of the Company’s shareholders.
EQT will continue to take actions that support the best interests of all
EQT shareholders, including correcting the Toby Rice Group’s false and
misleading claims.

The EQT Board of Directors recommends that shareholders support EQT by
voting on the GOLD universal proxy card “FOR” all 12 of EQT’s highly
qualified director nominees. Shareholders should simply discard and NOT
vote using any white proxy cards they may receive from the Toby Rice
Group.
If you have any questions, or need assistance in votingyour
shares on the GOLD universal proxy card,please call EQT’s
proxy solicitor:INNISFREE M&A INCORPORATEDTOLL-FREE at
1-877-687-1866 (from the U.S. or Canada)Or at (412)
232-3651 (From Other Locations)
Please discard and do NOT vote using any white proxy cards youmay
receive from the Toby Rice Group
1 Adjusted free cash flow is a non-GAAP financial measure,
see disclosures below for definition and reconciliation to the most
comparable GAAP financial measure.
About EQT Corporation:
EQT Corporation is a natural gas production company with emphasis in the
Appalachian Basin and operations throughout Pennsylvania, West Virginia
and Ohio. With 130 years of experience and a long-standing history of
good corporate citizenship, EQT is the largest producer of natural gas
in the United States. As a leader in the use of advanced horizontal
drilling technology, EQT is committed to minimizing the impact of
drilling-related activities and reducing its overall environmental
footprint. Through safe and responsible operations, EQT is helping to
meet our nation’s demand for clean-burning energy, while continuing to
provide a rewarding workplace and support for activities that enrich the
communities where its employees live and work. Visit EQT Corporation at www.EQT.com;
and to learn more about EQT’s sustainability efforts, please visit https://csr.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 relationship website at ir.eqt.com.
Cautionary Statements
This communication contains 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 communication 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 projected adjusted free cash
flow. 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, taking into account
all information currently available to the Company. 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, 2018, as filed with
the SEC and as updated by subsequent Form 10-Qs filed by the Company,
and those set forth in the other documents the Company files from time
to time with the SEC.

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, except as required by law.
NON-GAAP DISCLOSURESAdjusted Free Cash Flow
Adjusted free cash flow is defined as the Company’s net cash provided by
operating activities less changes in other assets and liabilities, less
EBITDA attributable to discontinued operations (a non-GAAP supplemental
financial measure defined below), plus interest expense attributable to
discontinued operations and cash distributions from discontinued
operations, less accrual-based capital expenditures attributable to
continuing operations. Adjusted free cash flow is a non-GAAP
supplemental financial measure that the Company’s management and
external users of its consolidated financial statements, such as
industry analysts, lenders and ratings agencies use to assess the
Company’s liquidity. The Company believes that adjusted free cash flow
provides useful information to management and investors in assessing the
impact of the Company’s ability to generate cash flow in excess of
capital requirements and return cash to shareholders. Adjusted free cash
flow should not be considered as an alternative to net cash provided by
operating activities or any other measure of liquidity presented in
accordance with GAAP.

The table below reconciles adjusted free cash flow with net cash
provided by operating activities, the most comparable financial measure
calculated in accordance with GAAP, as derived from the Statements of
Condensed Consolidated Cash Flows included in the Company’s report on
Form 10-Q for the quarter ended March 31, 2019 and in the Company’s
report on Form 10-K for the year ended December 31, 2018.

 
Three Months Ended March 31, 2019
 
Three Months EndedDecember 31, 2018
 
Total

(Thousands)
Net cash provided by operating activities

$

871,287

$

530,866

$

1,402,153

(Deduct) / add back changes in other assets and liabilities

(223,934

)

261,216

 

37,282

 

Operating cash flow

$

647,353

$

792,082

$

1,439,435

(Deduct) / add back:

EBITDA attributable to discontinued operations(a)

(118,934

)

(118,934

)

Interest expense attributable to discontinued operations

 

19,452

 

19,452

 

Adjusted operating cash flow

$

647,353

$

692,600

$

1,339,953

(Deduct):

Capital expenditures attributable to continuing operations

(476,022

)

(558,351

)

(1,034,373

)

Adjusted free cash flow

$

171,331

 

$

134,249

 

$

305,580

 

(a)

 

As a result of the separation of the Company’s midstream business
from its upstream business and subsequent spin-off of Equitrans
Midstream Corporation in November 2018, the results of operations of
Equitrans Midstream Corporation are presented as discontinued
operations in the Company’s Statements of Condensed Consolidated
Operations. EBITDA attributable to discontinued operations is a
non-GAAP supplemental financial measure reconciled in the section
below.
EBITDA Attributable to Discontinued Operations
EBITDA attributable to discontinued operations is a non-GAAP
supplemental financial measure defined as income from discontinued
operations, net of tax plus interest expense, income tax expense,
depreciation and amortization of intangible assets attributable to
discontinued operations for the three months ended December 31, 2018.

The table below reconciles EBITDA attributable to discontinued
operations with income from discontinued operations, net of tax, the
most comparable financial measure calculated in accordance with GAAP, as
reported in the Statements of Condensed Consolidated Operations included
in the Company’s report on Form 10-K for the year ended December 31,
2018.

 
Three Months Ended December 31, 2018

(Thousands)
Income (loss) from discontinued operations, net of tax

$

(163,911)

Add back / (deduct):

Interest expense

19,452

Income tax benefit

(31,575)

Depreciation

22,243

Amortization of intangible assets

4,847

Impairment of goodwill

267,878

EBITDA attributable to discontinued operations

$

118,934
Important Information
EQT Corporation (the “Company”) filed a definitive proxy statement and
associated GOLD universal proxy card with the Securities and Exchange
Commission (the “SEC”) on May 22, 2019 in connection with the
solicitation of proxies for the Company’s 2019 Annual Meeting of
Shareholders (the “2019 Annual Meeting”). Details concerning the
nominees for election to the Company’s Board of Directors at the 2019
Annual Meeting are included in the definitive proxy statement. BEFORE
MAKING ANY VOTING DECISION, INVESTORS AND SHAREHOLDERS OF THE COMPANY
ARE URGED TO READ ALL RELEVANT DOCUMENTS FILED WITH OR FURNISHED TO THE
SEC, INCLUDING THE COMPANY’S DEFINITIVE PROXY STATEMENT AND ANY
SUPPLEMENTS THERETO, IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL
CONTAIN IMPORTANT INFORMATION. Investors and shareholders can obtain a
copy of the relevant documents filed by the Company with the SEC,
including the definitive proxy statement, free of charge by visiting the
SEC’s website, www.sec.gov.
Investors and shareholders can also obtain, without charge, a copy of
the definitive proxy statement, when available, and other relevant filed
documents by directing a request to Blake McLean, Senior Vice President,
Investor Relations and Strategy of EQT Corporation, at BMcLean@eqt.com,
by calling the Company’s proxy solicitor, Innisfree M&A Incorporated,
toll-free, at 877-687-1866, or from the Company’s website at https://ir.eqt.com/sec-filings.

View source version on businesswire.com: https://www.businesswire.com/news/home/20190618005570/en/


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