Analyst Presentation. May PDF Free Download

Analyst Presentation May 2018

Cautionary Statements EQT Corporation (NYSE: EQT) EQT Plaza 625 Liberty Avenue, Suite 1700 Pittsburgh, PA 15222 Pat Kane - Chief Investor Relations Officer (412) 553-7833 The 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 in this presentation, such as EUR (estimated ultimate recovery) and total resource potential, that the SEC s rules strictly prohibit us from including in filings with the SEC. We caution you that the SEC views such estimates as inherently unreliable and these estimates may be misleading to investors unless the investor is an expert in the natural gas industry. We also note that the SEC strictly prohibits us from aggregating proved, probable and possible (3P) reserves on filings with the SEC due to the different levels of certainty associated with each reserve category. Disclosures in this presentation 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 presentation specifically include the expectations of plans, strategies, objectives and growth and anticipated financial and operational performance of EQT Corporation and its subsidiaries (EQT), including guidance regarding EQT s strategy to develop its reserves; drilling plans and programs (including the number, type, depth, lateral lengths, and locations of wells to be drilled, number of frac crews and number and type of rigs); projected natural gas prices, liquids price impact, basis, premium and average differential; total resource potential, reserves and EUR; projected EQT and third party production sales volumes and growth rates (including liquids sales volumes and growth rates); internal rate of return (IRR), compound annual growth rate (CAGR) and expected after-tax returns per well; technology (including drilling and completion techniques); projected drilling and completions (D&C) costs, other well costs, G&A expenses, expense reductions and unit costs; projected frac stage lengths, proppant per foot and water per foot; projected market mix; projected gathering and transmission volume and growth rates; infrastructure programs (including the timing, cost and capacity of expected gathering and transmission expansion projects); the cost, capacity, 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; acquisition transactions; the projected capital efficiency savings and other operating efficiencies and synergies resulting from EQT s acquisition of Rice Energy Inc. (Rice); EQT s ability to achieve the anticipated synergies and efficiencies from its acquisition of Rice; monetization transactions, including asset sales, joint ventures or other transactions involving EQT s assets; the terms and timing of the midstream streamlining transactions and the separation of EQT s midstream business, and EQT s ability to complete such transactions; whether the conditions to the separation and midstream streamlining transactions can be satisfied; whether the operational, financial and strategic benefits of the transactions can be achieved; dividend and distribution amounts and rates; projected return of capital; the projected cash flows resulting from EQT s limited partner interests in EQT GP Holdings, LP (EQGP) and limited partner interests and incentive distribution rights in Rice Midstream Partners LP (RMP) and related growth rates; projected cash flows, including the ability to fund the 2018 drilling program through cash from operations; projected free cash flow, adjusted operating cash flow attributable to EQT, adjusted operating cash flow attributable to EQT Production, pipeline, water and net marketing services revenue, and net income attributable to noncontrolling interests; projected capital contributions and capital expenditures; liquidity and financing requirements, including funding sources and availability; changes in credit ratings; potential future impairments of EQT s assets; hedging strategy; the effects of government regulation and litigation; and tax position and the expected impact of changes to tax laws. 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. EQT has based these forward-looking statements on current expectations and assumptions about future events. While EQT 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 EQT s control. The risks and uncertainties that may affect the operations, performance and results of EQT s business and forward-looking statements include, but are not limited to, those set forth under Item 1A, Risk Factors, of EQT s Form 10-K for the year ended December 31, 2017, as filed with the SEC and 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 EQT 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 presentation regarding EQGP and its subsidiaries, including EQM, and RMP and its subsidiaries, is derived from publicly available information published by EQGP, EQM and RMP, as applicable. 2

Important Information for Investors No Offer or Solicitation This communication is for informational purposes only and shall not constitute an offer to sell or the solicitation of an offer to buy any securities pursuant to the proposed transactions or otherwise, nor shall there be any sale of securities in any jurisdiction in which the offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended. Important Additional Information In connection with their proposed business combination transaction, EQM and RMP intend to file a registration statement on Form S-4, containing a proxy statement/prospectus (the Form S-4) with the SEC. This communication is not a substitute for the registration statement, definitive proxy statement/prospectus or any other documents that EQM or RMP may file with the SEC or send to RMP unitholders in connection with the proposed transaction. UNITHOLDERS OF RMP ARE URGED TO READ ALL RELEVANT DOCUMENTS FILED WITH THE SEC, INCLUDING THE FORM S-4 AND THE DEFINITIVE PROXY STATEMENT/PROSPECTUS INCLUDED THEREIN IF AND WHEN FILED, AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. When available, investors and security holders will be able to obtain copies of these documents, including the proxy statement/prospectus and the registration statement, and any other documents that may be filed with the SEC with respect to the proposed transaction free of charge at the SEC s website, http://www.sec.gov or as described in the following paragraph. The documents filed with the SEC by EQT and its publicly traded subsidiaries (including EQM, RMP and EQGP) may be obtained free of charge at the applicable website (www.eqt.com for EQT, www.eqtmidstreampartners.com for EQGP and EQM, and www.ricemidstream.com for RMP) or by requesting them by mail at EQT Corporation, 625 Liberty Avenue, Suite 1700, Pittsburgh, PA 15222, Attention: Investor Relations, or by telephone at (412) 553-5700. Participants in the Solicitation EQT, EQM, RMP and EQGP (EQM, RMP and EQGP collectively, the Partnerships) and certain of their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from the unitholders of RMP in connection with the proposed transaction. Information about the directors and executive officers of the general partners of EQM, RMP and EQGP is set forth, respectively, in the Annual Report on Form 10-K for the year ended December 31, 2017 filed by such Partnership with the SEC on February 15, 2018 and certain of the Partnerships respective Current Reports on Form 8-K. Information regarding EQT s directors and executive officers is available in its Annual Report on Form 10-K for the year ended December 31, 2017 filed by EQT with the SEC on February 15, 2018, EQT s definitive proxy statement for its 2017 annual meeting of shareholders filed with the SEC on February 17, 2017 and certain of EQT s Current Reports on Form 8-K. These documents can be obtained free of charge from the sources indicated above. 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 proxy statement/prospectus and other relevant materials to be filed with the SEC when they become available. 3

Key Investment Highlights Unmatched combination of scale, growth, inventory, financial quality and cost structure Leading natural gas producer in the United States Focused on development of the Marcellus Shale Industry-leading cost structure Pipeline capacity portfolio assures market access and improved basis EQGP and EQM growth opportunity resulting from recent acquisition Cash flows from EQGP to double over next three years Strong balance sheet and liquidity 4

EQT Profile Well-positioned to improve overall well economics and deliver stronger returns Market Cap (1) $ 12.6 B Enterprise Value (2) $ 18.4 B Net Marcellus Acres (3) 1,000,000 Core Net Marcellus Acres (3) 680,000 Core Marcellus Undeveloped Locations (3) 2,500 2017 Proved Developed Reserves 11.3 Tcfe 2017 Proved Undeveloped Reserves 10.1 Tcfe 2018E Production 1,520 1,550 Bcfe (1)As of 3/31/18 (2)Enterprise value is calculated by utilizing EQT share price as of 3/31/18 and excludes net debt of EQM and RMP (3)Acres and locations as of 3/31/18 5

2018 Capital and Development Plan Volume growth of 17% forecast within cash flow 2018 capital investments of $2.4 B* $2.2 B for well development 2018F Average Spuds Length (ft) PA Marcellus 106 13,600 WV Marcellus 28 8,600 Total Marcellus 134 12,600 Ohio Utica 45** 11,000 Upper Devonian 16 15,800 EQT Acreage Marcellus Core Ohio Core Upper Devonian Core *Excludes EQT Midstream Partners, Rice Midstream Partners and retained midstream assets capital expenditures **25 net 6

Rice Acquisition Implementation Strategy Significant progress in synergies this year 2018 17% production growth with cash flow breakeven Approved plan to address the sum-of-the-parts discount Begin to realize capital, operational and administrative synergies Average PA Marcellus well 13,600 feet vs 12,000 target Same EUR for $210 million less capital compared to 8,000 foot wells G&A $110 million less than pre-deal total LOE per unit $0.04 less approximately $62 million savings Refinanced Rice debt approximately $45 million savings Complete midstream streamlining transactions Gathering system integrations begin 2019 Fully realize synergies 35% fewer wells with same total feet of pay Targeting production cash-flow breakeven 2020+ Return of capital to shareholders 7

EQT Plans to Separate Midstream Business Creating Two Premier, Independent Energy Companies EQT Production (Upstream) Leading natural gas producer in the United States 2018E sales volumes of 1,520 1,550 Bcfe Over 100 years of experience in the Appalachian Basin Industry-leading cost structure 680,000 core net Marcellus acres and 65,000 core net OH Utica acres 17% production growth in 2018 $2.3-$2.8 B of free cash flow with 10-15% production volume CAGR over 2019-2023 NewCo (Midstream) Third-largest natural gas gatherer in the United States Premier asset footprint in the Appalachian Basin Stable and predictable cash flow profile 60% of revenue generated from long-term firm reservation charges $4.8 B of 5-year projected organic growth Capex Mountain Valley Pipeline to extend reach into southeast markets 16-year weighted average contract life* Dedicated Management Teams Investor Alignment Optimal Capital Structures Easier to Understand Financial Reporting at EQT Benefits Distinct strategic goals Incentives to match business profiles Matching investors with their preferred cash flow characteristics Both entities in strong balance sheet position Targeting investment grade credit metrics Eliminates complicated consolidated accounting Better insight to standalone businesses More Attractive Equity Currency Improves access to capital markets Customer Expansion Enhanced potential for customer base expansion and organic growth *Includes gathering, transmission, storage, and EQM s pro rata portion of MVP 8

EQT Plans to Separate Midstream Business Separation and Midstream Streamlining Timelines Separation Timeline Key Milestones Start Date Anticipated Completion Date Establish Management, BOD, and Separation Plan Underway By End of Q3 2018 Midstream Streamlining Underway By End of Q3 2018 Tax Opinion and/or Private Letter Ruling from IRS Underway Q3 2018 SEC Form 10 Review Process Q2 2018 Q3 2018 Completed Separation By End of Q3 2018 Midstream Streamlining Timeline Key Milestones Anticipated Completion Date EQT Proposes Midstream Streamlining Transactions to Conflicts Committees Completed Sign & Announce Definitive Agreements for Midstream Streamlining Transactions Completed File Form S-4 Registration Statement/Proxy for EQM/RMP Merger Q2 2018 SEC Review of S-4 Q3 2018 RMP Shareholder Vote Q3 2018 Complete Midstream Streamlining Transactions By End of Q3 2018 9

Marcellus Play Development strategically focused on core 1,000,000 total net acres 680,000 core acres 2,500 core undeveloped locations* 134 wells in 2018 106 PA, 28 WV 12,600 ft. average lateral length $11.3 MM / well 2.4 Bcfe EUR / 1,000 100% working interest 86% NRI Development area *Assumes 12,000 foot lateral 10

Lateral length (ft.) Improving Economics Marcellus Longer laterals reduce cost per foot 14,000 12,000 10,000 8,000 6,000 4,000 2,000-2013 2014 2015 2016 2017 2018E Includes Upper Devonian 11

EUR (Bcfe / 1,000 ft) Improving Economics Marcellus Larger frac jobs increase recoveries per foot 3.0 2013 2015 2018E Stage length ft 190 170 200 Proppant (lb / ft) 1,350 1,550 2,250 Water (bbl / ft) 35 39 40 EUR / 1000 1.9 2.1 2.4 2.5 2.0 1.5 1.0 0.5-2013 2015 2018E 12

Drilling & Completions Cost ($ / Mcfe) Improving Economics Marcellus $0.37 per Mcfe in 2018 $0.80 $0.60 $0.40 $0.20 $- 2013 2014 2015 2016 2017 2018E Lower drilling and completion cost per foot + higher productivity, drive lower cost per Mcfe 13

Improving Economics Marcellus SW PA laterals extend from 8,000 to 13,600 dramatically increasing returns 160% 140% 120% 6,000 8,000 12,000 14,000 $2.00 14% 19% 25% 29% $2.50 38% 49% 62% 71% $3.00 74% 96% 120% 140% 100% 80% 60% 40% 20% 0% 6 Well Pad 8 Well Pad 12 Well Pad 12 Well Pad 6,000' 6,000 Lateral 8,000' 8,000 Lateral 12,000' 12,000 Lateral 14,000' 14,000 Lateral IRR returns wellhead price (NYMEX minus $0.50 basis) 14

MLPs EQM and RMP Strategically located assets connecting supply to demand markets EQT Midstream Partners (NYSE: EQM) ~2.3 Bcf per day firm gathering capacity, including 600 MMcf per day high pressure header pipeline for Range Resources 4.4 Bcf per day current transmission capacity 10-year fixed-fee gathering contracts Fixed-fee transmission contracts with an average remaining term of 16 years 950-mile, FERC-regulated interstate pipeline Rice Midstream Partners (NYSE: RMP) 246,000 acres dedication in core Marcellus Backbone water systems in southwestern PA and southeastern OH Asset statistics as of 12/31/2017 15

EQT Midstream Partners Mountain Valley Pipeline connects supply hub to southeast power generation markets JV with NextEra, ConEd, WGL, RGC Resources 45.5% EQM ownership interest EQM to construct and operate pipeline $3.5 B total project cost ~$1.6 billion EQM investment Q4 2018 targeted in-service 2 Bcf per day firm capacity commitments 1.3 Bcf per day by EQT Production Received FERC certificate on October 13, 2017 MVP significantly improves EQT pricing in 2019 16

$ Millions NewCo (Midstream Corp) Announced Plan to Separate Midstream Business on February 21, 2018 Pro Forma Midstream Structure NewCo Profile NewCo Corp. $900 $800 $700 Cash Flows from EQGP/EQM Ownership $670 276 mm LP Units Public $600 $500 $400 $390 * $540 15.4 mm LP Units EQGP $300 $200 $100 100% IDRs & 21.8 mm LP Units Public $- 2018 2019 2020 Structured as a C-Corp EQM Cash flows driven by ownership in EQGP and EQM Expect 0 3% cash taxes through 2020 *Distributions from EQGP/EQM/RMP to EQT + distributions from EQGP/EQM Ownership to NewCo 17

Distributions Earned ($MM) Cash Flows to EQT from Midstream Accelerating $350 million in 2018 $800 $700 $600 $500 $400 EQGP price per unit Value of EQGP units held by EQT ($B) Value per EQT share $22 $6.1 $23 $24 $6.6 $25 $25 $6.9 $26 $26 $7.2 $27 $27 $7.5 $28 $300 $200 $100 $- 2014 2015 2016 2017 2018 2019 2020 EQM price per unit Value of EQM units held by EQT ($B) Value per EQT share $52 $0.8 $3 $54 $0.8 $3 $56 $0.9 $3 $58 $0.9 $3 $60 $0.9 $3 *Distributions from EQGP/EQM/RMP to EQT + distributions from EQGP/EQM Ownership to NewCo 18

Appendix

Non-GAAP Financial Measure Free Cash Flow As used in this presentation, free cash flow is defined as EQT s net cash provided by operating activities plus changes in other assets and liabilities less capital expenditures pro forma for the announced separation and other midstream transactions. Free cash flow is a non-gaap supplemental financial measure that management and external users of EQT s consolidated financial statements, such as industry analysts, lenders and rating agencies, use to assess EQT s liquidity on a consolidated pro forma basis for the announced separation and transactions. EQT believes that consolidated pro forma free cash flow provides useful information to investors in assessing the impact of the separation and other transactions on EQT s ability to generate cash flow in excess of capital requirements and return cash to shareholders. Free cash flow should not be considered an alternative to net cash provided by operating activities or any other measure of liquidity presented in accordance with GAAP. 21

Non-GAAP Financial Measures Adjusted Operating Cash Flow Attributable to EQT and Adjusted Operating Cash Flow Attributable to EQT Production 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 is EQT s net cash provided by operating activities, less changes in other assets and liabilities, adjusted to exclude EQM and RMP adjusted EBITDA, plus EQM and RMP interest expense plus the EQGP and RMP cash distributions payable to EQT. Prior to EQT s 2018 operational forecast announcement in December 2017, EQT s calculation of adjusted operating cash flow attributable to EQT did not include the addition of EQM s and RMP s interest expense. EQT believes it is preferable to present this non-gaap supplemental financial measure with this adjustment as it better reflects EQT s cash flows by excluding the cost of debt for EQM and RMP. Management believes that removing the impact on operating cash flows of the public unitholders of EQM, EQGP and RMP 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). 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. EQT has not provided projected net cash provided by operating activities or a reconciliation of projected adjusted operating cash flow attributable to EQT or projected adjusted operating cash flow attributable to 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. Furthermore, EQT does not provide guidance with respect to its average realized price or income taxes, among other items, that are reconciling items between net cash provided by operating activities and adjusted operating cash flow attributable to EQT and adjusted operating cash flow attributable to EQT Production, as applicable. Natural gas prices are volatile and out of EQT s control, and the timing of transactions and the income tax effects of future transactions and other items are difficult to accurately predict. Therefore, EQT is unable to provide projected net cash provided by operating activities, or the related reconciliation of projected adjusted operating cash flow attributable to EQT and projected operating cash flow attributable to EQT Production to projected net cash provided by operating activities, without unreasonable effort. 22

Non-GAAP Financial Measures EQT Midstream Partners Adjusted EBITDA 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. 23

Non-GAAP Financial Measures Rice Midstream Partners Adjusted EBITDA Rice Midstream Partners (RMP) adjusted EBITDA means RMP s net income (loss) before net interest expense, depreciation expense, acquisition costs, amortization of intangible assets, non-cash equity compensation expense, incentive unit expense, amortization of deferred financing costs and other nonrecurring items. RMP 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 RMP adjusted EBITDA provides useful information to investors in assessing EQT's financial condition and results of operations. RMP adjusted EBITDA should not be considered as an alternative to RMP s net income, operating income, or any other measure of financial performance or liquidity presented in accordance with GAAP. RMP adjusted EBITDA has important limitations as an analytical tool because it excludes some, but not all, items that affect RMP's net income. Additionally, because RMP adjusted EBITDA may be defined differently by other companies in EQT's or RMP's industries, the definition of RMP adjusted EBITDA may not be comparable to similarly titled measures of other companies, thereby diminishing the utility of the measure. 24

Non-GAAP Financial Measure NewCo EBITDA As used in this presentation, earnings before interest, taxes, depreciation and amortization (EBITDA) means the earnings before interest, taxes and depreciation of the NewCo pro forma for the announced separation and the other contemplated midstream transactions (in reference to the NewCo target leverage ratio). 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 NewCo s leverage on a consolidated basis pro forma for the transactions. EQT believes that NewCo s pro forma debt to EBITDA ratio provides useful information to investors in assessing the viability of the separation and the proposed transactions. EBITDA should not be considered as an alternative to net income, operating income or any other measure of financial performance or liquidity presented in accordance with GAAP. EBITDA has important limitations as an analytical tool because it excludes some, but not all, items that affect net income. Additionally, because EBITDA may be defined differently by other companies in EQT's industry, the definition of EBITDA may not be comparable to similarly titled measures of other companies, thereby diminishing the utility of the measure. 25

Non-GAAP Financial Measures Ohio Retained Midstream EBITDA As used in this presentation, Ohio retained midstream earnings before interest, taxes, depreciation and amortization (EBITDA) means the earnings before interest, taxes and depreciation of EQT s Ohio retained midstream assets. 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 potential contribution of the Ohio retained midstream assets to EQT s future operating performance and cash flows. EQT believes that the projected EBITDA of the Ohio retained midstream assets provides useful information to investors in assessing the present and future impact of the assets on EQT's financial condition and results of operations. EBITDA should not be considered as an alternative to net income, operating income or any other measure of financial performance or liquidity presented in accordance with GAAP. EBITDA has important limitations as an analytical tool because it excludes some, but not all, items that affect net income. Additionally, because EBITDA may be defined differently by other companies in EQT's industry, the definition of EBITDA may not be comparable to similarly titled measures of other companies, thereby diminishing the utility of the measure. EQT has not provided projected net income from the Ohio retained midstream assets, the most comparable financial measure calculated in accordance with GAAP, or a reconciliation of projected EBITDA to projected net income of the assets. The Ohio retained midstream assets are operated as part of the EQT Production business segment, and EQT does not allocate certain costs, such as interest and tax expenses, to individual assets within its business segments. Therefore, the projected net income of the Ohio retained midstream assets and a reconciliation of projected EBITDA of the assets to projected net income from those assets are not available without unreasonable effort. 26

Upper Devonian Play Developed in conjunction with Core Marcellus 149,000 total net acres 500 undeveloped locations* 16 wells in 2018 15,800 ft. average laterals $10.9 MM / well 1.5 Bcfe EUR / 1,000 100% working interest 84% NRI Development area UD Core EQT Acreage *Assumes a 15,000 ft. lateral 27

Ohio Utica Play 65,000 total net acres 190 undeveloped locations* 45 gross (25 net) wells in 2018 11,000 ft. average lateral length $13.6 MM / well 2.1 Bcfe EUR / 1,000 66% working interest 80% NRI Development area Ohio Utica EQT Acreage *Assumes an 11,000 ft. lateral 28

2018 Guidance PRODUCTION Q2 2018 2018 Total production sales volume (Bcfe) 360 370 1,520 1,550 Liquids sales volume, excluding ethane (Mbbls) 3,275 3,295 12,300 12,600 Ethane sales volume (Mbbls) 1,200 1,300 4,900 5,200 Total liquids sales volume (Mbbls) 4,475 4,595 17,200 17,800 Marcellus / Utica Rigs 8 10 Top-hole rigs 4 5 Frac Crews 9 11 Unit Costs ($ / Mcfe) Gathering to EQM and RMP $ 0.48 0.50 Transmission to EQM $ 0.11 0.13 Third-party gathering and transmission $ 0.39 0.41 Processing $ 0.10 0.12 LOE, excluding production taxes $ 0.07 0.09 Production taxes $ 0.06 0.08 SG&A $ 0.10 0.12 DD&A $ 1.10 1.12 Development costs ($ / Mcfe) $ 0.41 0.43 Average differential ($ / Mcf) $ (0.40) (0.30) $ (0.40) (0.30) Pipeline and net marketing services ($MM) 15 20 $ 70 80 FINANCIAL ($MM) Net income attributable to noncontrolling interest ($MM) $ 120 130 $ 530 540 Based on current NYMEX natural gas prices of $2.88 29

Rice Acquisition Synergy Summary Base Synergy Metric Up to PV ($B)* Capital efficiencies Laterals extended to 12,000 feet $1.9 G&A savings $100 million per year $0.6 Upside Synergy Metric Up to PV ($B)* Drilling and completion best practices EUR improvements of 0 5% $2.5 Buying power 0 5% reduction in capital $1.4 Marketing optimization $0.00 - $0.05 / Mcfe improvement in realized price $1.4 Upstream LOE optimization $0.00 - $0.03 / Mcfe $0.8 Lengthen WV laterals Lengthen inventory by up to 2,000 per well $0.7 Perpetuity G&A savings Value realized post-2027 $0.5 MVP expansion Accelerated by up to 3 years $0.2 Other Synergy Metric Annual Savings Rice debt refinancing Reduced rate from weighted average of 6.56% to 4.38% $45 million *Discounted at estimated WACC of 8.4% 30

Corporate Structure Announced separation of midstream business Current Structure and Midstream Streamlining Transactions Post-Separation and Midstream Streamlining EQT Production EQT EQT NewCo Corp. LP Units Public Retained Midstream Public EQT Production LP Units EQGP Retained Midstream to be acquired by EQM Public EQGP IDRs & LP Units IDRs to be acquired by EQGP RMP to be acquired by EQM RMP IDRs Public IDRs & LP Units EQM Public EQM RMP 31

Bcf $ / Mcf Risk Management Hedge Position as of May 18, 2018 600 $3.30 500 400 300 200 100 $3.11 $3.00 $3.04 539 559 $2.89 $2.99 $2.82 365 $3.20 $3.10 $3.00 $2.90 $2.80 $2.70 $2.60 2018 2019 2020 NYMEX Price ($/Mcf) as of 5/18/2018 $3.04 $2.89 $2.82 NYMEX Swaps Total Volume (Bcf) 459 482 365 Average Price per Mcf (NYMEX) $3.08 $2.99 $2.99 Collars Total Volume (Bcf) 76 74 - Average Floor Price per Mcf (NYMEX) $3.28 $3.12 $0.00 Average Cap Price per Mcf (NYMEX) $3.79 $3.60 $0.00 Puts (Long) Total Volume (Bcf) 5 3 - Average Floor Price per Mcf (NYMEX) $2.97 $3.15 $0.00-2018 2019 2020 $2.50 Hedged Volume Average Hedge Price NYMEX Price (a) May-December 2018 The Company sold calendar 2018, 2019, and 2020 calls for approximately 68, 102, and 106 Bcf at a strike price of $3.47, $3.53, and $3.46 per Mcf, respectively. The Company also purchased calendar year 2018, 2019 and 2020 calls for approximately 26, 42, and 35 Bcf at strike prices of $3.34, $3.36, and $3.36 per Mcf, respectively. The Company sold calendar 2018 and 2019 puts for approximately 3 Bcf at a strike price of $2.655 and $3.15 per Mcf, respectively. The average price is based on a conversion rate of 1.05 MMBtu/Mcf 32

1,290,000 Marcellus Capacity Diversified portfolio targeting premium markets Significant exposure to growing Gulf markets Multiple legs of transport provide flexibility to capture highest netback Market Mix Bal 2018E 2019E 2020E TETCO M2 34% 16% 27% TETCO M3 11% 10% 8% TCO 4% 4% 3% Midwest 21% 18% 16% Gulf 30% 27% 23% SE 0% 25% 22% NYMEX* $2.90 $2.75 $2.69 Basis $(0.33) $(0.16) $(0.22) Realized Price $2.57 $2.59 $2.47 Ohio/Midwest Pipe Project ISD DTH/D REX E2W Current 350,000 REX Z3 En. Current 200,000 TETCO U2GC Current 101,500 ANR ML-7 Current 31,500 ETP Rover Current 150,000 ETP Rover Q2 18 100,000 Gulf Coast Pipe Project ISD DTH/D TETCO TEAM 14 Current 150,000 TETCO Gulf Mkts Current 100,000 TETCO Backhaul Current 200,000 Team TETCO South Current 270,000 TETCO Open Current 50,000 TCO/CGT Westside Current 50,000 TETCO/ REX/NGPL Gulfcoast Exp Current 75,000 TETCO/ REX/ANR Mainline Current 105,000 TETCO Access South Current 320,000 TCO/CGT LXP/RXP Current 50,000 933,000 Southeast 490,000 Pipe Project ISD DTH/D EQM MVP Northeast Pipe Project ISD DTH/D TETCO TEAM 14 Current 150,000 TETCO TEMAX Current 295,000 TGP 300L Current 40,000 TETCO TME3 Current 5,000 Q4 18/ Q1 19 1,290,000 *Assumed NYMEX and realized price; as of May 18, 2018 33

Marcellus Capacity Pricing details Market Mix Bal 2018E 2019E 2020E TETCO M2 34% 16% 27% TETCO M3 11% 10% 8% TCO 4% 4% 3% Midwest 21% 18% 16% Gulf 30% 27% 23% SE 0% 25% 22% NYMEX* $2.90 $2.75 $2.69 Basis $(0.33) $(0.16) $(0.22) Realized Price $2.57 $2.59 $2.47 Basis Bal 2018E 2019E 2020E TETCO M2 $(0.57) $(0.52) $(0.58) TETCO M3 $(0.31) $0.16 $0.08 TCO $(0.26) $(0.39) $(0.45) Midwest $(0.33) $(0.35) $(0.33) Gulf $(0.08) $(0.09) $(0.08) SE N/A $0.04 $0.05 Basis $(0.33) $(0.16) ($0.22) As of May 18, 2018 34

Mbbls $/Mcf Liquids Volume growth and Marcellus impact 24,000 Liquids Volume Growth Marcellus Liquids Price Impact (1200 Btu Gas) 20,000 16,000 12,000 $5.00 $4.00 $3.00 NGLs (1.6 Gal/Mcf) Btu Premium NYMEX $3.43 $0.57 $4.06 $1.08 $0.13 8,000 $2.00 4,000 $1.00 $2.86 $2.86-2013 2014 2015 2016 2017 2018E $0.00 Not Processed Processed Includes natural gas liquids, ethane, and oil Pricing is as of 5/14/2018 and is the 1 year forward NYMEX at $2.86 and Mount Belvieu for Ethane $0.26, Propane $0.86, Iso-Butane $0.99, Normal Butane $0.98, and Pentanes $1.55. 35

Balance Sheet Strength Strength in the numbers Benefits of investment grade Supports consolidation strategy Assures operational flexibility through cycles Minimizes counterparty letter of credit requirements Enables EQM to fund organic projects / joint ventures (MVP) with lower-cost capital Strong liquidity $2.5 billion revolver at EQT $1.0 billion revolver at EQM $0.85 billion revolver at RMP Significant drop-down inventory Investment Grade Rating (S&P) EQT vs. Marcellus Peers (2) Net Debt (1) BBB BB+ BB+ Investment Grade Sub-Investment Grade ($B) As of 3/31/18 Senior notes $ 4.6 BB- BB- BB- Credit facility borrowings 1.3 Cash (0.1) Net debt (total debt minus cash) $ 5.8 EQT Peer 1 Peer 2 Peer 3 Peer 4 Peer 5 (1) Debt and cash exclude EQM and RMP (2) Peers: AR, CNX, GPOR, RRC, SWN 36

Analyst Presentation. May 2018