SEC Comment Letter for EQT Corp (EQT) (CIK 0000033213) (EQT) — Aug 5, 2013
EQT Corp (EQT) (CIK 0000033213)
Date: Aug. 5, 2013 · CIK: 0000033213 · Accession: 0000000000-13-042739
AI Filing Summary & Sentiment
Reasoning
Letter
August 5 , 2013 Via E -mail David Porges Chief Executive Officer and President EQT Corporation 625 Liberty Avenue, Suite 1700 Pittsburgh, PA 15222 EQT Midstream Partners, LP Form 10 -K for the Fiscal Year Ended December 31, 2012 Filed February 21, 2013 File No. 001 -35574
Re: EQT Corporation Form 10-K for the Fiscal Year Ended December 31, 2012 Filed February 21, 2013 File No. 001 -03551
Dear Mr. Porges :
We have reviewed your filing an d have the following comment. In our comment, we may ask you to provide us with information so we may better understand your disclosure.
Please respond to this letter within ten business days by amending your filing, by providing the requested informatio n, or by advising us when you will provide the requested response. If you do not believe our comment appl ies to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response.
After reviewing any amendment to your filing and the information you provide in response to this comment, we may have additional comments.
Item 8. Financial Statements and Supplementary Data, page 59
Notes to Consolidated Financial Statements, page 68
Note 6. Proposed Sale of Properties and Sales of Properties, page 84
1. As part of your disclosure surrounding the anticipated sale of Equitable Gas Company, LLC and Equitable Homeworks, LLC, we note you have concluded that the regulatory approval process could prevent the closing of the transaction. As a result, you have not classified the disposal group as held for sale in your financial statements, and do not intend to do so until you make satisfactory progress in the regulatory process. Please tell
David Porges EQT Corporation EQT Midstream Partners, LP August 5 , 2013 Page 2
us more about the factors that resulted in this accounting treatment conclusion. As part of your response, please also tell us what consideration you gave to the implementation guidance in ASC 360 -10-55-44 through 45 when arriving at you conclusion.
We urge al l persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes the information the Securities Exchange Act of 1934 and all applicable Exchange Act rules require. Since the company and its management are in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.
In responding to our comment, please provide a written statement from the company acknowledging that:
the company is responsible for the adequacy and accuracy of the disclosure in the filing;
staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and
the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
You may contact Jason Niethamer, Assistant Chief Accountant, at 202-551-3855 or Yong Kim, Staff Accountant, at 202-551-3323 if you have questions regarding comments on the financial statements and re lated matters. Please contact me at 202-551-3737 with any other questions.
Sincerely,
/s/ Jennifer Thompson
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August 5 , 2013 Via E -mail David Porges Chief Executive Officer and President EQT Corporation 625 Liberty Avenue, Suite 1700 Pittsburgh, PA 15222 Re: EQT Corporation Form 10-K for the Fiscal Year Ended December 31, 2012 Filed February 21, 2013 File No. 001 -03551 EQT Midstream Partners, LP Form 10 -K for the Fiscal Year Ended December 31, 2012 Filed February 21, 2013 File No. 001 -35574 Dear Mr. Porges : We have reviewed your filing an d have the following comment. In our comment, we may ask you to provide us with information so we may better understand your disclosure. Please respond to this letter within ten business days by amending your filing, by providing the requested informatio n, or by advising us when you will provide the requested response. If you do not believe our comment appl ies to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your filing and the information you provide in response to this comment, we may have additional comments. Item 8. Financial Statements and Supplementary Data, page 59 Notes to Consolidated Financial Statements, page 68 Note 6. Proposed Sale of Properties and Sales of Properties, page 84 1. As part of your disclosure surrounding the anticipated sale of Equitable Gas Company, LLC and Equitable Homeworks, LLC, we note you have concluded that the regulatory approval process could prevent the closing of the transaction. As a result, you have not classified the disposal group as held for sale in your financial statements, and do not intend to do so until you make satisfactory progress in the regulatory process. Please tell David Porges EQT Corporation EQT Midstream Partners, LP August 5 , 2013 Page 2 us more about the factors that resulted in this accounting treatment conclusion. As part of your response, please also tell us what consideration you gave to the implementation guidance in ASC 360 -10-55-44 through 45 when arriving at you conclusion. We urge al l persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes the information the Securities Exchange Act of 1934 and all applicable Exchange Act rules require. Since the company and its management are in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made. In responding to our comment, please provide a written statement from the company acknowledging that: the company is responsible for the adequacy and accuracy of the disclosure in the filing; staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. You may contact Jason Niethamer, Assistant Chief Accountant, at 202-551-3855 or Yong Kim, Staff Accountant, at 202-551-3323 if you have questions regarding comments on the financial statements and re lated matters. Please contact me at 202-551-3737 with any other questions. Sincerely, /s/ Jennifer Thompson Jennifer Thompson Accounting Branch Chief