13D Filing: JANA Partners and EQT Corp (EQT)

History of Value-Destroying Acquisitions
and Strategic Ineptitude. Our review of EQT’s prior acquisition history makes clear that shareholders should be very wary
of promises made by EQT management with respect to capital allocation strategy.

• We estimate EQT destroyed hundreds of millions of dollars of value in the 2014 cash/asset swap
  to acquire Permian acreage that the Company has subsequently suspended operations on and is now trying to exit, due
  to poor returns.
• EQT expended $1.6 billion in 2016 and 2017 for West Virginia
  acreage that the Company now deems unattractive due to permitting issues that were known
  at the time of these deals.
• EQT spent approximately $280 million in 2010 to acquire acreage in Cameron, Clearfield, Elk and
  Jefferson Counties in Pennsylvania that is no longer an area of focus for the Company.
• EQT passed on acquiring Alpha Natural Resources, Vantage
  Energy and Lola Energy, all of which were then acquired by Rice and which collectively accounted for approximately 75% of Rice’s
  market cap at the time the proposed acquisition of Rice by EQT was announced. Rice acquired these companies at a lower price than
  EQT now proposes to pay to acquire them within Rice. So not only did EQT pass on acquiring Rice last year at a cheaper price,
  it passed on the chance to acquire the assets that comprise the bulk of Rice’s value at far lower prices.
• As noted in our earlier letters, EQT has repeatedly issued equity at a substantial
  discount to its sum of the parts value. 

In short, the questions about why EQT is pushing shareholders to approve the Rice transaction before the Company
addresses its substantial market undervaluation keep multiplying, and in each case EQT’s response is wholly lacking. As we previously
noted, EQT’s management compensation policy incentivizing production growth by any means, including dilutive and overpriced acquisitions,
provides the most plausible explanation. While EQT last week promised to revise its management compensation structure in response
to this criticism, the time to make this change was before EQT agreed to an acquisition that delivers increased production growth
at an exorbitant cost and little else, and we believe the Board’s failure to address EQT’s warped incentive policy until the Company
was forced to do so indicates serious governance problems on the Board.

For these reasons, we continue to believe that
EQT should commit immediately to a separation, to occur promptly after the Rice acquisition if it is approved and immediately after
the vote if shareholders reject the acquisition, as we believe they should. Given EQT’s shifting and easily-disproven arguments
for the Rice acquisition, the Board’s long-running failure to take aggressive action to address its undervaluation, and the governance
issues we have identified, we also continue to believe that it may be necessary to bring in new directors who have made substantial
investments in EQT stock and will do a better job pursuing maximum value creation.  Should you wish to discuss this matter
further, we can be reached at (212) 455-0900.

Sincerely,

 /s/ Barry Rosenstein

Barry Rosenstein
Managing Partner
JANA Partners LLC