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[X]
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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[ ]
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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or
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FOR THE TRANSITION PERIOD FROM ___________ TO __________
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COMMISSION FILE NUMBER 001-38629
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PENNSYLVANIA
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83-0516635
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(State or other jurisdiction of incorporation or organization)
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(IRS Employer Identification No.)
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625 Liberty Avenue, Suite 2000, Pittsburgh, Pennsylvania
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15222
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(Address of principal executive offices)
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(Zip code)
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(412) 395-2688
(Registrant's telephone number, including area code) |
Title of each class
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Name of each exchange on which registered
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Common Stock, no par value
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New York Stock Exchange
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Large Accelerated Filer
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Accelerated Filer
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Emerging Growth Company
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Non-Accelerated Filer
x
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Smaller Reporting Company
¨
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Page No.
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PART I
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PART II
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PART III
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PART IV
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Abbreviations
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ARO
– asset retirement obligations
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ASU
– Accounting Standards Update
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ATM
– At the Market
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CERCLA
– Comprehensive Environmental Response, Compensation and Liability Act
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DOT
– U.S. Department of Transportation
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EPA
– U.S.
Environmental Protection Agency
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FASB
–
Financial Accounting Standards Board
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FERC
– U.S. Federal Energy Regulatory Commission
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GAAP
– U.S. Generally Accepted Accounting Principles
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GHG
– greenhouse gas
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IDRs
– incentive distribution rights
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IPO
– initial public offering
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IRS
– Internal Revenue Service
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NAAQS
– National Ambient Air Quality Standards
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NGA
–
Natural Gas Act of 1938
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NGPA
– Natural Gas Policy Act of 1978
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NYMEX
– New York Mercantile Exchange
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NYSE
– New York Stock Exchange
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PHMSA
– Pipeline and Hazardous Materials Safety Administration of the DOT
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RCRA
–
Resource Conservation and Recovery Act
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SEC
– U.S. Securities and Exchange Commission
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Measurements
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Btu
= one British thermal unit
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BBtu
= billion British thermal units
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Bcf
= billion cubic feet
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Mcf
= thousand cubic feet
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MMBtu
= million British thermal units
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MMcf
= million cubic feet
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MMgal
= million gallons
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•
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an approximate
91.3%
limited partner interest and the entire non-economic general partner interest in EQGP, a partnership formed in January 2015 to hold EQT's partnership interests in EQM. EQM owns, operates, acquires and develops natural gas gathering, transmission and storage and water service assets in the Appalachian Basin. At the Separation Date, EQGP held an approximate
17.9%
limited partner interest in EQM, an approximate
1.2%
general partner interest in EQM and all of the IDRs in EQM; and
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•
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an approximate
12.7%
limited partner interest in EQM.
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•
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On April 25, 2018, EQM, RMP and certain of their affiliates entered into an agreement and plan of merger, pursuant to which EQM acquired RMP and the RMP General Partner (the EQM-RMP Mergers). The EQM-RMP Mergers closed on July 23, 2018.
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•
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On May 1, 2018, EQM acquired the remaining
25%
of the outstanding limited liability company interests in Strike Force Midstream from Gulfport Midstream Holdings, LLC (Gulfport Midstream), an affiliate of Gulfport Energy Corporation, for
$175 million
in cash (the Gulfport Transaction).
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•
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On May 22, 2018, EQM, through its wholly-owned subsidiary EQM Gathering Holdings, LLC, a Delaware limited liability company (EQM Gathering), acquired all the outstanding limited liability company interests in each of EQM West Virginia, EQM Olympus and Strike Force Holdings (collectively the Drop-Down Entities), pursuant to the terms of a contribution and sale agreement dated as of April 25, 2018 by and among EQM, EQM Gathering, EQT and Rice Midstream Holdings, in exchange for an aggregate of
5,889,282
common units representing limited partner interests in EQM (EQM common units) and cash consideration of
$1.15 billion
, plus working capital adjustments (the Drop-Down Transaction). As a result of the closing of the Drop-Down Transaction, effective May 1, 2018, the Drop-Down Entities and Strike Force Midstream became wholly-owned subsidiaries of EQM Gathering.
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Years Ended December 31,
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2018
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2017
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2016
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Gathering operating revenues
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67
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%
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57
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%
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54
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%
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Transmission operating revenues
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26
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%
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42
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%
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46
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%
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Water operating revenues
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7
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%
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1
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%
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—
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%
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•
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Mountain Valley Pipeline
. The MVP Joint Venture is a joint venture with EQM and affiliates of each of NextEra Energy, Inc., Con Edison, AltaGas Ltd. and RGC Resources, Inc. that is constructing the MVP. As of
December 31, 2018
, EQM is the operator of the MVP and owned a
45.5%
interest in the MVP. The MVP is an estimated
300
mile,
42
-inch diameter natural gas interstate pipeline with a targeted capacity of
2.0
Bcf per day that will span from the Company's existing transmission and storage system in Wetzel County, West Virginia to Pittsylvania County, Virginia, providing access to the growing southeast demand markets. As currently designed, the MVP is estimated to cost a total of approximately
$4.6 billion
, excluding AFUDC, of which EQM is expected to fund approximately
$2.2 billion
through capital contributions to the MVP Joint Venture, including approximately
$65 million
in excess of EQM's ownership interest. In
2019
, EQM expects to make capital contributions of approximately
$0.9 billion
to the MVP Joint Venture, depending on the timing of the construction of the MVP and the MVP Southgate projects. The MVP Joint Venture has secured a total of
2.0
Bcf per day of firm capacity commitments at
20
-year terms and is currently in negotiation with additional shippers that have expressed interest in the MVP project. The MVP Joint Venture is evaluating an expansion opportunity that could add approximately
0.5
Bcf per day of capacity through the installation
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Wellhead Gathering Expansion and Hammerhead Project.
In 2019, EQM expects to invest approximately
$900 million
in gathering expansion projects, including the continued gathering infrastructure expansion of core development areas in the Marcellus and Utica Shales, primarily in southwestern Pennsylvania and eastern Ohio, for EQT, Range Resources Corporation (Range Resources) and other producers, and the Hammerhead project, a 1.6 Bcf per day gathering header pipeline that is designed to connect natural gas produced in Pennsylvania and West Virginia to the MVP and is supported by a 1.2 Bcf per day firm capacity commitment from EQT. The Hammerhead project is expected to cost a total of approximately
$555 million
. EQM expects to invest approximately
$400 million
in the Hammerhead project in 2019. The Hammerhead project is expected to be placed in service in conjunction with the MVP project in the fourth quarter of 2019.
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MVP Southgate Project.
In April 2018, the MVP Joint Venture announced the MVP Southgate project, a proposed
70
-mile interstate pipeline that will extend from the MVP at Pittsylvania County, Virginia to new delivery points in Rockingham and Alamance Counties, North Carolina. The MVP Southgate project is backed by a 300 MMcf per day firm capacity commitment from PSNC Energy. As designed, the MVP Southgate project has expansion capabilities that could provide up to 900 MMcf per day of total capacity. The MVP Southgate project is estimated to cost a total of approximately
$450 million
to
$500 million
, which is expected to be spent primarily in 2019 and 2020. In 2019, EQM expects to provide capital contributions of approximately
$40 million
to the MVP Joint Venture for the MVP Southgate project. In the fourth quarter of 2018, EQM assumed a portion of Con Edison's ownership interest and purchased a portion of PSNC Energy's ownership interest in the MVP Southgate project. As a result of these transactions, EQM's ownership interest increased from
32.7%
to
47.2%
. As of
December 31, 2018
, EQM was the operator of the MVP Southgate pipeline and owned a
47.2%
interest in the MVP Southgate project. The MVP Joint Venture submitted the MVP Southgate certificate application to the FERC in November 2018. Subject to approval by the FERC, the MVP Southgate project has a targeted in-service date of the fourth quarter of 2020.
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Transmission Expansion
. In
2019
, EQM expects to invest approximately
$60 million
in other transmission expansion projects, primarily attributable to the Allegheny Valley Connector (AVC), the Equitrans, L.P. Expansion project, which is designed to provide north-to-south capacity on the mainline Equitrans, L.P. system for deliveries to the MVP, and power plant projects. The Equitrans, L.P. Expansion project has a targeted in-service date of the fourth quarter of 2019.
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Transmission – New Power Plant Connection
. EQM recently executed a precedent agreement with ESC Brooke County Power I, LLC to construct a natural gas pipeline for connection to a proposed 830-Megawatt power plant in Brooke County, West Virginia. The agreement includes a ten-year firm reservation commitment for 140 MMcf per day of capacity. EQM expects to invest an estimated $80 million to construct the approximately 16-mile pipeline, which has a targeted in-service date of mid-year 2022.
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Water Expansion.
In 2019, EQM expects to invest approximately $100 million in the expansion of its fresh water delivery infrastructure in Pennsylvania and Ohio. EQM recently expanded its water service relationship with EQT and entered into agreements with four other Marcellus and Utica producers.
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rates and charges for natural gas transmission, storage and FERC-regulated gathering services;
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certification and construction of new interstate transmission and storage facilities;
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abandonment of interstate transmission and storage services and facilities;
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maintenance of accounts and records;
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relationships between pipelines and certain affiliates;
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terms and conditions of services and service contracts with customers;
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depreciation and amortization policies;
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acquisition and disposition of interstate transmission and storage facilities; and
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initiation and discontinuation of interstate transmission and storage services.
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requiring the acquisition of various permits to conduct regulated activities;
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requiring the installation of pollution-control equipment or otherwise restricting the way EQM can handle or dispose of its wastes;
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limiting or prohibiting construction activities in sensitive areas, such as wetlands, coastal regions or areas inhabited by endangered or threatened species; and
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requiring investigatory and remedial actions to mitigate or eliminate pollution conditions caused by EQM's operations or attributable to former operations.
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the rates EQM charges for EQM's gathering, transmission, storage and water services;
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the level of firm gathering, transmission and storage capacity sold and volumes of natural gas EQM gathers, transports and stores for its customers;
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the volume of water delivered to its customers and the cost of water;
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regional, domestic and foreign supply and perceptions of supply of natural gas; the level of demand and perceptions of demand in EQM's end-use markets; and actual and anticipated future prices of natural gas and other commodities (and the volatility thereof), which may affect EQM's ability to renew and replace firm gathering, transmission and storage agreements;
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the effect of seasonal variations in temperature on the amount of natural gas that EQM gathers, transports and stores;
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the level of competition from other midstream energy companies in EQM's geographic markets;
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the creditworthiness of EQM's customers;
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restrictions contained in EQM's joint venture agreements;
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the amount and timing of distributions received by EQM under its joint venture agreements;
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the level of EQM's operating, maintenance and general and administrative costs;
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costs of alternative fuel sources;
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regulatory action affecting the supply of, or demand for, natural gas, the rates EQM can charge on its assets, how EQM contracts for services, EQM's existing contracts, EQM's operating costs and EQM's operating flexibility; and
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prevailing market conditions.
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the level and timing of capital expenditures and capital contributions EQM makes;
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the level of EQM's operating and maintenance and general and administrative expenses;
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the ability of EQM to successfully identify and consummate joint ventures and other transactions, including strategic acquisitions, if any, and to successfully integrate those acquisitions into EQM's business;
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EQM's debt service requirements and other liabilities;
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fluctuations in EQM's working capital needs;
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EQM's ability to borrow funds and access capital markets on satisfactory terms;
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restrictions on distributions contained in EQM's debt agreements;
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the amount of EQM's cash reserves; and
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other business risks affecting EQM's cash levels.
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actual or anticipated fluctuations in our or EQM's operating results;
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flat or slow growth in the production of natural gas in EQM's areas of operation;
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declining operating revenues derived from EQM's core business;
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any further delays to the MVP in-service date or further MVP cost increases;
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the gain or loss of significant customers;
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additions or departures of key personnel;
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the operating and stock price performance of companies that investors deem comparable to us;
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changes in the regulatory and legal environment under which we operate;
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market conditions in the oil-and-gas industry and domestic and worldwide economy as a whole;
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changes in recommendations by securities analysts;
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news reports relating to trends, concerns and other issues in the energy, gas and water industries;
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new technology used, or services offered, by competitors;
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perceptions in the marketplace regarding us, our competitors, and/or our customers;
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significant acquisitions or business combinations, strategic partnerships, joint ventures or capital commitments by or involving us or our competitors;
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failure to identify or integrate acquisitions or realize anticipated benefits from acquisitions, business combinations, strategic partnerships or joint ventures;
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changes in our, EQM's or EQT's credit ratings;
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additional investments from third parties; and
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issuance of additional shares of our common stock.
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an increase in our operating expenses;
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an increase in our general and administrative expenses;
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an increase in our working capital requirements; or
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an increase in the cash needs of EQM or its subsidiaries that reduces EQM's distributions.
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Our ability to obtain additional financing, if necessary, for working capital, capital expenditures, acquisitions or other purposes may be impaired, or such financing may not be available on favorable terms;
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Our funds available for operations, future business opportunities and dividends to shareholders will be reduced by that portion of our cash flow required to service our debt;
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We may be more vulnerable to competitive pressures or a downturn in our business or the economy generally; and
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Our flexibility in responding to changing business and economic conditions may be limited.
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incur or guarantee additional debt;
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make distributions on or redeem or repurchase common stock;
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make certain investments;
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incur or permit liens on assets;
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enter into certain types of transactions with affiliates;
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enter into certain mergers or acquisitions; and
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dispose of certain of our assets.
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requiring the vote of the holders of not less than 80% of the combined voting power of the then-outstanding shares of capital stock for the approval of certain transactions;
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requiring the vote of the holders of not less than 80% of the combined voting power of the then-outstanding shares of capital stock to amend our articles of incorporation and bylaws, under certain circumstances;
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authorizing blank check preferred stock, which we could issue with voting, liquidation, dividend and other rights superior to those of our common stock;
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limiting the liability of, and providing indemnification to, our directors and officers;
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specifying that our shareholders may take action only at a duly called annual or special meeting of shareholders and otherwise in accordance with our bylaws and prohibiting our shareholders from calling special meetings;
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requiring advance notice of proposals by our shareholders for business to be conducted at shareholder meetings and for nominations of candidates for election to our Board; and
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controlling the procedures for conduct of our Board and shareholder meetings and election, appointment and removal of our directors.
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Flip In.
If a person or group becomes an Acquiring Person, all holders of Rights, except the Acquiring Person, may, for the Exercise Price, purchase shares of our common stock with a market value of
$200
, based on the market price of our common stock prior to such acquisition.
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Exchange.
After a person or group becomes an Acquiring Person, but before an Acquiring Person owns
50%
or more of the outstanding shares of our common stock, the Board may extinguish the Rights by exchanging one share of our common stock, or an equivalent security, for each Right other than the Rights held by the Acquiring Person
.
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Flip Over.
If the Company is later acquired in a merger or similar transaction after the date that the Rights become exercisable, all holders of Rights, except the Acquiring Person may, for the Exercise Price, purchase shares of the acquiring corporation with a market value of
$200
based on the market price of the acquiring corporation's stock prior to such transaction.
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the terms and conditions of any contractual agreements between us and our affiliates, on the one hand, and EQM, on the other hand;
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the determination of the amount of cash to be distributed to EQM's partners, including us, and the amount of cash to be reserved for the future conduct of EQM's business;
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the determination of whether EQM should make acquisitions and on what terms;
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the determination of whether EQM should use cash on hand, borrow or issue equity to raise cash to finance acquisitions, other strategic transactions or expansion capital projects, repay indebtedness, meet working capital needs, pay distributions or otherwise;
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any decision we make in the future to engage in business activities independent of EQM; and
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the allocation of shared overhead expenses between EQM and us.
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Prior to the Separation, our business was operated by EQT as part of its broader corporate organization, rather than as an independent company. EQT or one of its affiliates performed certain corporate functions for us. Our historical and pro forma financial results prior to the Separation reflect allocations of corporate expenses from EQT for such functions that are likely to be less than the expenses we will incur as a separate publicly traded company.
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In the past, our working capital requirements and capital for our general corporate purposes, including capital expenditures and acquisitions, were generally satisfied as part of the corporate-wide cash management policies of EQT. As a separate company, we are responsible for obtaining our own sources of financing, which may be obtained from banks, through public offerings or private placements of debt or equity securities, strategic relationships or other arrangements, which may or may not be available and may be more costly.
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Historically, our business was integrated with other businesses of EQT and we shared economies of scope and scale in costs, employees, vendor relationships and customer relationships with other businesses of EQT. While we have made arrangements to attempt to retain and capture the benefits that we enjoyed as a result of such integration with EQT, there is no guarantee these arrangements will continue to retain or fully capture the benefits we previously enjoyed, which could have a material adverse effect on our results of operations and financial condition.
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Our cost of capital may be higher than EQT's cost of capital prior to the Separation.
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As a public company, we are subject to the reporting requirements of the Exchange Act, the Sarbanes-Oxley Act of 2002 (the Sarbanes-Oxley Act) and the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the Dodd-Frank Act) and are required to prepare our financial statements according to the rules and regulations required by the SEC. Complying with these requirements could result in significant costs to us and require us to divert substantial resources, including management time, from other activities.
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allow us to more effectively pursue and implement our own distinct operating priorities and strategies and improve board of director and management fit and focus, enabling us to pursue unique opportunities for long-term growth and profitability;
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allow our equity to be used as a focused acquisition currency, and as such, provide us with greater opportunities to pursue strategic investments and merger and acquisition opportunities;
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afford us direct access to capital markets, facilitating our ability to pursue our specific growth objectives;
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allow us the flexibility to develop a growth strategy that capitalizes on our distinct strengths and consequently enable us to be well-positioned to capitalize on the available opportunity set in our specific market;
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permit us to concentrate our financial resources solely on our own operations, providing us with greater flexibility to invest capital in our business at a time and in a manner appropriate for our distinct strategy and business needs;
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facilitate a more efficient allocation of capital based on our profitability, cash flow and growth opportunities and allow us to pursue an optimal mix of return of capital to shareholders, reinvestment in leading-edge technology and value-enhancing investments and merger and acquisition and joint venture opportunities;
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facilitate our access to equity capital markets by making us eligible for inclusion in certain stock indices and to debt capital markets by allowing ratings agencies to evaluate our creditworthiness on a standalone basis;
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facilitate deeper understanding by investors of our business, allowing investors to more transparently value our merits, strategy, performance and future prospects, further facilitating our access to capital markets;
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facilitate EQM's ability to contract with customers and suppliers, especially those that currently prefer to enter into certain commercial arrangements with pure-play midstream business rather than integrated midstream and upstream companies, thereby allowing EQM to expand and diversify its customer and supplier bases; and
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facilitate incentive compensation arrangements for employees that are more directly tied to the performance of our businesses. An improved equity currency will enhance employee hiring and retention by, among other things, improving the alignment of management and employee incentives with performance and growth objectives.
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prevailing and projected natural gas, NGLs and oil prices;
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the proximity, capacity, cost and availability of gathering and transportation facilities, and other factors that result in differentials to benchmark prices;
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natural gas price volatility or a sustained period of lower commodity prices may have an adverse effect on EQT's drilling operations, revenue, profitability, future rate of growth, credit worthiness and liquidity;
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a further reduction in or slowing of EQT's anticipated drilling and production schedule, which would directly and adversely impact demand for EQM's services;
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the costs of producing natural gas and the availability and costs of drilling rigs and crews and other equipment;
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infrastructure capacity constraints and interruptions;
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geologic considerations;
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risks associated with the operation of EQT's wells and facilities, including potential environmental liabilities;
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the availability and cost of capital on a satisfactory economic basis to fund EQT's operations;
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EQT's ability to identify exploration, development and production opportunities based on market conditions;
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uncertainties inherent in projecting future rates of production, levels of reserves, and demand for natural gas, NGLs and oil;
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EQT's ability to develop additional reserves that are economically recoverable, to optimize existing well production and to sustain production;
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adverse effects of governmental and environmental regulation, including the availability of drilling permits, the regulation of hydraulic fracturing, the potential removal of certain federal income tax deductions with respect to natural gas and oil exploration and development or additional state taxes on natural gas extraction, changes in tax laws and negative public perception regarding EQT's operations;
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the loss of key personnel; and
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risk associated with cyber security threats.
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rates and charges for EQM's natural gas transmission and storage and FERC-regulated gathering services;
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certification and construction of new interstate transmission and storage facilities;
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•
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abandonment of interstate transmission and storage services and facilities;
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•
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maintenance of accounts and records;
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•
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relationships between pipelines and certain affiliates;
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•
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terms and conditions of services and service contracts with customers;
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•
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depreciation and amortization policies;
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•
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acquisitions and dispositions of interstate transmission and storage facilities; and
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•
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initiation and discontinuation of interstate transmission and storage services.
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•
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the level of existing and new competition to provide services to EQM's markets;
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the macroeconomic factors affecting natural gas economics for EQM's current and potential customers;
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the balance of supply and demand, on a short-term, seasonal and long-term basis, in EQM's markets;
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the extent to which the customers in EQM's markets are willing to contract on a long-term basis; and
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the effects of federal, state or local regulations on the contracting practices of EQM's customers.
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an inability to identify attractive expansion projects;
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an inability to obtain necessary rights-of-way, real estate rights or permits or other government approvals, including approvals by regulatory agencies, whether as a result of further government shutdowns or otherwise;
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an inability to successfully integrate the infrastructure EQM builds;
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an inability to raise financing for expansion projects on economically acceptable terms;
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incorrect assumptions about volumes, revenues and costs, including potential growth; or
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an inability to secure adequate customer commitments to use the newly expanded facilities.
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mistaken assumptions about volumes, revenues and costs, including synergies and potential growth;
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an inability to secure adequate customer commitments to use the acquired systems or facilities;
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an inability to integrate successfully the assets or businesses EQM acquires;
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the assumption of unknown liabilities for which EQM is not indemnified or for which EQM's indemnity is inadequate;
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the diversion of management's and employees' attention from other business concerns; and
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unforeseen difficulties operating in new geographic areas or business lines.
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damage to pipelines, facilities, equipment, environmental controls and surrounding properties caused by hurricanes, earthquakes, tornadoes, abnormal amounts of rainfall, floods, fires, droughts, landslides and other natural disasters and acts of sabotage and terrorism;
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inadvertent damage from construction, vehicles, and farm and utility equipment;
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uncontrolled releases of natural gas and other hydrocarbons;
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leaks, migrations or losses of natural gas as a result of the malfunction of equipment or facilities and, with respect to storage assets, as a result of undefined boundaries, geologic anomalies, natural pressure migration and wellbore migration;
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ruptures, fires and explosions;
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pipeline freeze offs due to cold weather; and
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other hazards that could also result in personal injury and loss of life, pollution to the environment and suspension of operations.
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perform ongoing assessments of pipeline integrity;
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identify and characterize applicable threats to pipeline segments that could impact an HCA;
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maintain processes for data collection, integration and analysis;
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repair and remediate pipelines as necessary; and
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implement preventive and mitigating actions.
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incur or guarantee additional debt;
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make distributions on or redeem or repurchase units;
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•
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incur or permit liens on assets;
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•
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enter into certain types of transactions with affiliates;
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•
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enter into certain mergers or acquisitions; and
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dispose of all or substantially all of its assets.
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•
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EQM's ability to obtain additional financing, if necessary, for working capital, capital expenditures, acquisitions or other purposes may be impaired, or such financing may not be available on favorable terms;
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•
|
EQM's funds available for operations, future business opportunities and distributions to unitholders, including us, will be reduced by that portion of its cash flow required to make interest payments on its debt;
|
•
|
EQM may be more vulnerable to competitive pressures or a downturn in its business or the economy generally; and
|
•
|
EQM's flexibility in responding to changing business and economic conditions may be limited.
|
•
|
In February 2018, the Sierra Club filed a lawsuit,
Sierra Club, et al. v. U.S. Army Corps of Engineers, et al.
, consolidated under Case No. 18-1173, in the United States Fourth Circuit Court of Appeals (Fourth Circuit) against the U.S. Army Corps of Engineers (the U.S. Army Corps) challenging the verification by the Huntington District of the U.S. Army Corps that Nationwide Permit 12, which generally authorizes under Section 404 of the Clean Water Act discharges of dredge or fill material into waters of the United States and the construction of pipelines across such waters, could be utilized in the Huntington District (which covers all but the northernmost area of West Virginia) for the MVP project. The crux of Sierra Club's position was that the MVP Joint Venture, pursuant to its FERC license, planned to use a certain methodology (dry open cut creek crossing methodology) to construct the pipeline across streams in West Virginia that would take considerably longer than the 72 hours allowed for such activities pursuant to the terms of West Virginia's Clean Water Act Section 401 certification for Nationwide Permit 12. A three-judge panel of the Fourth Circuit agreed with the Sierra Club and on October 2, 2018, issued a preliminary order stopping the construction in West Virginia of that portion of the pipeline that is subject to Nationwide Permit 12. Following the issuance of the court's preliminary order, the U.S. Army Corps' Pittsburgh District (which had also verified use of Nationwide Permit 12 by MVP in the northern corner of West Virginia) suspended its verification that allowed the MVP Joint Venture to use Nationwide Permit 12 for stream and wetlands crossings in northern West Virginia. On November 27, 2018, the Fourth Circuit panel issued its final decision vacating the Huntington District's verification of the use of Nationwide Permit 12 in West Virginia. As a consequence, unless and until West Virginia revises its Section 401 certification for Nationwide Permit 12 (an administrative process presently underway as described below) and the U.S. Army Corps Huntington and Pittsburgh Districts re-verify the MVP Joint Venture's use of Nationwide Permit 12, or the MVP Joint Venture secures an individual Section 404 permit with the concurrence of both Districts, the MVP Joint Venture cannot perform any construction activities in any streams and wetlands in West Virginia. The administrative proceeding described below is addressing the issues raised by the Court.
|
•
|
On April 13, 2017, the West Virginia Department of Environmental Protection (WVDEP) issued a 401 Water Quality Certification for the U.S. Army Corps Nationwide Permits. In August 2018, the WVDEP initiated an administrative process to revise this certification and requested public comment to, among other things, specifically revise the 72-hour limit for stream crossings noted as problematic by the Fourth Circuit as well as other conditions. The WVDEP has issued a new notice and comment period for further modifications of the 401 certification. This notice and comment period will end on March 4, 2019. The full administrative process requires notice and opportunity for public comment, response to public comment, and adherence to the state's administrative procedures legislation. The WVDEP is also required to obtain the EPA's agreement to the modified 401 certification. Assuming that the WVDEP's administrative process results in the clarification or elimination of any problematic conditions, and the EPA's agreement is secured, the MVP Joint Venture anticipates that it will once again secure from the U.S. Army Corps Districts within West Virginia verification that its activities, including stream crossings, may proceed under Nationwide Permit 12 as re-certified by the WVDEP. The MVP Joint Venture expects that reverification to occur within the first half of 2019. However, the MVP Joint Venture cannot guarantee that either the WVDEP, the EPA or the U.S. Army Corps Districts will act promptly or be deemed to have acted properly if challenged, in which case re-verification may be delayed past the first half of 2019.
|
•
|
In June 2018, the Sierra Club filed a second petition in the Fourth Circuit against the U.S. Army Corps, seeking review and a stay of the U.S. Army Corps' Norfolk District decision to verify the MVP Joint Venture's use of Nationwide Permit 12 for stream crossings in Virginia.
Sierra Club, et al. v. U.S. Army U.S. Army Corps of Engineers, et al.
, Case No. 18-1713. The Fourth Circuit denied the Sierra Club's request for a stay on August 28, 2018. On October 5, 2018, the U.S. Army Corps' Norfolk District suspended its verification under Nationwide Permit 12 for stream crossings in Virginia pending the resolution of the West Virginia proceedings outlined above. On December 10, 2018, the U.S. Army Corps filed a motion to place the case in abeyance which the court granted on January 9, 2019. Until the U.S. Army Corps lifts its suspension, the MVP Joint Venture cannot perform any construction activities in any streams and wetlands in Virginia.
|
•
|
In a different Fourth Circuit appeal filed in December 2017, the Sierra Club challenged a Bureau of Land Management (BLM) decision to grant a right-of-way to the MVP Joint Venture and a U.S. Forest Service (USFS) decision to amend its management plan to accommodate MVP, both of which affect the MVP's 3.6-mile segment in the Jefferson National Forest in Virginia.
Sierra Club, et al. v. U.S. Forest Service, et al.
, consolidated under Case No. 17-2399. On July 27, 2018, agreeing in part with the Sierra Club, the Fourth Circuit vacated the BLM and USFS decisions, finding fault with the USFS' analysis of erosion and sedimentation effects and the BLM's analysis of the practicality of alternate routes. On August 3, 2018, citing the court's vacatur and remand, the FERC issued a stop work order for the entire pipeline pending the agency actions on remand. The FERC modified its stop work order on August 29, 2018 to allow work to continue on all but approximately 25 miles of the project. The MVP Joint Venture has resumed construction of those portions of the pipeline. On October 10, 2018, the Fourth Circuit granted a petition for rehearing filed by the MVP Joint Venture for the limited purpose of clarifying that the July 27, 2018, order did not vacate the portion of the BLM's Record of Decision authorizing a right-of-way and temporary use permit for MVP to cross the Weston and Gauley Bridge Turnpike Trail in Braxton County, West Virginia. On October 15, 2018, the MVP Joint Venture filed with the FERC a request to further modify the August 3, 2018 stop work order to allow the MVP Joint Venture to complete bore and install the pipeline under the Weston and Gauley Bridge Turnpike Trail. On October 24, 2018, the FERC granted the MVP Joint Venture's request to further modify the stop work order and authorize construction. The MVP Joint Venture has resumed construction of those portions of the pipeline. However, work on the 3.6-mile segment in the Jefferson National Forest must await a revised authorization, which the MVP Joint Venture is working to obtain.
|
•
|
Multiple parties have sought judicial review of the FERC's order issuing a certificate of convenience and necessity to the MVP Joint Venture and/or the exercise by the MVP Joint Venture of eminent domain authority. There are multiple consolidated petitions before the Court of Appeals for the District of Columbia Circuit seeking direct review of the FERC order under the Natural Gas Act in
Appalachian Voices, et al. v. FERC, et al
., consolidated under Case No. 17-1271. Those petitioners requested a stay of the FERC's order pending the resolution of the petitions, which the FERC and the MVP Joint Venture opposed. The Court of Appeals denied the request for a stay on August 30, 2018. Oral argument on the merits of the petitions for review was held on January 28, 2019. Another group of parties filed a complaint in the U.S. District Court for the District of Columbia asserting that the FERC's order issuing certificates is unlawful on constitutional and other grounds in
Bold Alliance, et al. v. FERC, et al.
, Case No. 1:17-cv-01822-RJL. The district court plaintiffs seek declaratory relief as well as an injunction preventing the MVP Joint Venture from developing its project or exercising eminent domain authority. In December 2017 and January 2018, the FERC and the MVP Joint Venture, respectively, moved to dismiss the petitions for lack of subject matter jurisdiction. The court granted the motion and dismissed this complaint on September 28, 2018. On October 26, 2018, plaintiffs appealed to the U.S. Court of Appeals for the District of Columbia in
Bold Alliance, et al. v. FERC, et al.
, Case No. 18-5322. On December 3, 2018, the FERC, as appellee, filed a joint motion with the appellants to hold Case No. 18-5322 in abeyance pending completion of the ongoing appeals of the final agency orders related to the MVP certificate in consolidated Case No. 17-1271. If one or more of these challenges were successful, it could result in the MVP Joint Venture's certificate of convenience and necessity being vacated and/or additional proceedings before the FERC, the outcome of which
the Company cannot predict.
|
•
|
Several landowners have challenged the constitutionality of the eminent domain provisions of the Natural Gas Act generally and as applied to the MVP Joint Venture specifically. The U.S. District Court for the Western District of Virginia, in
Orus Ashby Berkley, et al. v. Mountain Valley Pipeline, LLC, et al.
, Case No. 7:17-cv-00357-EKD, dismissed the challenge for lack of subject matter jurisdiction in January 2018. The Fourth Circuit affirmed this judgment on appeal in July 2018 in
Orus Ashby Berkley, et al. v. Mountain Valley Pipeline, LLC, et al.
, Case No. 18-1042. In October 2018, the plaintiffs petitioned the U.S. Supreme Court for a writ of certiorari with respect to these jurisdictional rulings in
Orus Ashby Berkley, et al. v. FERC, et al.
, Case No. 18-561. On January 22, 2019, the U.S. Supreme Court denied the writ of certiorari.
|
•
|
Several landowners have filed challenges in various U.S. District Courts to the condemnation proceedings by which the MVP Joint Venture obtained access to their property. In each case, the district court found that the MVP Joint Venture was entitled to immediate possession of the easements, and the landowners appealed to the Fourth Circuit. The Fourth Circuit has consolidated these cases in
Mountain Valley Pipeline, LLC v. 6.56 Acres of Land, et al.
, consolidated under Case No. 18-1159, and held oral argument in September 2018. On February 5, 2019, the Fourth Circuit Court of Appeals issued an opinion affirming the decisions of the U.S. District Courts granting the MVP Joint Venture immediate access for construction of the pipeline.
|
•
|
In August 2017, the Greenbrier River Watershed Association appealed the MVP Joint Venture's Natural Stream Preservation Act Permit obtained from the West Virginia Environmental Quality Board (WVEQB) for the Greenbrier River crossing. Petitioners alleged that the issuance of the permit failed to comply with West Virginia's Water Quality Standards for turbidity and sedimentation. WVEQB dismissed the appeal in June 2018. In July 2018, the Greenbrier River Watershed Association appealed the decision to the Circuit Court of Summers County, asking the court to remand the permit with instructions to impose state-designated construction windows and pre- and post-construction monitoring requirements as well as a reversal of the WVEQB's decision that the permit was lawful. On September 18, 2018, the Circuit Court granted a stay. A hearing on the merits was held on October 23, 2018. The court has not yet issued a decision. In the event of an adverse decision, the MVP Joint Venture would appeal or work with the WVDEP to attempt to resolve the issues identified by the court.
|
•
|
On December 13, 2018, in
Cowpasture River Preservation Association, et al. v. U.S. Forest Service, et al.
, Case No. 18-1144, an unrelated case involving the Atlantic Coast Pipeline, the Fourth Circuit held that the Forest Service, which is part of the Department of Agriculture, lacked the authority to grant rights-of-way for oil and gas pipelines to cross the Appalachian Trail. Although the MVP Joint Venture obtained its grant to cross the Appalachian Trail from the BLM, a part of the Department of Interior, the rationale of the Fourth Circuit's opinion could apply to the BLM as well. The MVP Joint Venture anticipates that the Forest Service will request rehearing or en banc review of the Fourth Circuit's decision.
|
•
|
On January 7, 2019, the MVP Joint Venture received a letter from the U.S. Attorney's Office for the Western District of Virginia stating that it and the EPA are investigating potential criminal and/or civil violations of the Clean Water Act and other federal statutes as they relate to the construction of the MVP. The January 7, 2019 letter requests the MVP Joint Venture and its members, contractors, suppliers and other entities involved in the construction of the MVP to preserve documents related to the MVP generated from September 1, 2018 to the present. In a telephone call on February 4, 2019, the U.S. Attorney's Office confirmed that it has opened a criminal investigation. On February 11, 2019, the MVP Joint Venture received a grand jury subpoena from the U.S. Attorney's Office for the Western District of Virginia requesting certain documents related to the MVP from August 1, 2018 to the present. The MVP Joint Venture is complying with the letter and subpoena but cannot predict whether any action will ultimately be brought by the U.S. Attorney's Office or what the outcome of such an action would be.
|
•
|
On December 7, 2018, the Virginia Department of Environmental Quality and the State Water Control Board filed suit against the MVP Joint Venture in the Circuit Court of Henrico County, captioned
Paylor, et al. v. Mountain Valley Pipeline, LLC
, Case No. CL18-4874-00, alleging violations of Virginia's State Water Control Law, Water Resources and Wetlands Protection Program, and Water Protection Permit Program Regulations at sites in Craig, Franklin, Giles, Montgomery and Roanoke Counties, Virginia. The MVP Joint Venture answered the suit on January 11, 2019, stating that it does not admit and will contest the allegations. The MVP Joint Venture has initiated settlement negotiations to resolve this matter. The MVP Joint Venture anticipates that a resolution could result in penalties and injunctive relief designed to assure compliance with relevant environmental laws and regulations. Shortly after the filing of this suit, the Virginia State Water Control Board (VSWCB) voted to reconsider/schedule a hearing to revoke MVP's Clean Water Act Section 401 certification. The MVP Joint Venture was informed that the VSWCB has provided public notice of a special VSWCB meeting to be held on March 1, 2019 to discuss the MVP's Clean Water Act Section 401 certification. MVP will vigorously oppose any action by the VSWCB which would result in revocation of its authorizations to continue project activities in Virginia.
|
Name
|
|
Age
|
|
Year Initially Elected as Executive Officer
|
|
Title
|
Thomas F. Karam
|
|
60
|
|
2018
|
|
President and Chief Executive Officer
|
Diana M. Charletta
|
|
46
|
|
2018
|
|
Executive Vice President and Chief Operating Officer
|
Kirk R. Oliver
|
|
61
|
|
2018
|
|
Senior Vice President and Chief Financial Officer
|
Robert C. Williams
|
|
66
|
|
2018
|
|
Vice President and General Counsel
|
Phillip D. Swisher
|
|
46
|
|
2018
|
|
Vice President and Chief Accounting Officer
|
|
11/13/2018
|
|
11/30/2018
|
|
12/31/2018
|
||||||
Equitrans Midstream Corporation
|
$
|
100.00
|
|
|
$
|
106.85
|
|
|
$
|
95.84
|
|
S&P 500
|
100.00
|
|
|
102.04
|
|
|
92.82
|
|
|||
Peer Group
(a)
|
100.00
|
|
|
100.13
|
|
|
90.75
|
|
(a)
|
The twenty companies included in the Company's Peer Group are as follows: Andeavor Logistics LP, Antero Midstream GP LP, Buckeye Partners, L.P., Cheniere Energy, Inc., Crestwood Equity Partners LP, DCP Midstream, LP, Enable Midstream Partners, LP, Energy Transfer LP, EnLink Midstream, LLC, Enterprise Products Partners L.P., Kinder Morgan, Inc., Magellan Midstream Partners, L.P., MPLX LP, ONEOK, Inc., Phillips 66 Partners LP, Plains All American Pipeline, L.P., Plains GP Holdings, L.P., Targa Resources Corp., Western Gas Equity Partners, LP and The Williams Companies, Inc.
|
|
Years Ended December 31,
|
||||||||||||||||||
|
2018
|
|
2017
(a) (b)
|
|
2016
(a)
|
|
2015
(a)
|
|
2014
(a) (c)
|
||||||||||
|
(Thousands, except per share amounts)
|
||||||||||||||||||
Operating revenues
|
$
|
1,495,098
|
|
|
$
|
895,558
|
|
|
$
|
732,272
|
|
|
$
|
632,936
|
|
|
$
|
489,218
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income (loss) attributable to Equitrans Midstream Corporation
|
218,398
|
|
|
(27,156
|
)
|
|
65,153
|
|
|
174,296
|
|
|
120,602
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Earnings (loss) per share of common stock attributable to Equitrans Midstream
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic:
|
|
|
|
|
|
|
|
|
|
||||||||||
Weighted average common stock outstanding
|
254,432
|
|
|
254,432
|
|
|
254,432
|
|
|
254,432
|
|
|
254,432
|
|
|||||
Net income (loss)
|
$
|
0.86
|
|
|
$
|
(0.11
|
)
|
|
$
|
0.26
|
|
|
$
|
0.69
|
|
|
$
|
0.47
|
|
Diluted:
|
|
|
|
|
|
|
|
|
|
||||||||||
Weighted average common stock outstanding
|
255,033
|
|
|
254,432
|
|
|
255,033
|
|
|
255,033
|
|
|
255,033
|
|
|||||
Net income (loss)
|
$
|
0.86
|
|
|
$
|
(0.11
|
)
|
|
$
|
0.26
|
|
|
$
|
0.68
|
|
|
$
|
0.47
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash dividends declared per share of common stock
|
$
|
0.41
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
(a)
|
For periods prior to the Separation Date, earnings per share was calculated based on the shares of Equitrans Midstream common stock distributed in connection with the Separation and Distribution and is considered pro forma in nature. Prior to the Separation Date, the Company did not have any issued or outstanding common stock (other than shares owned by EQT).
|
(b)
|
For the year ended December 31, 2017,
because the Company generated a net loss, the Company's computation of EPS excluded potentially dilutive securities; as such, basic and diluted weighted average common stock outstanding were the same for the
year ended December 31, 2017.
|
(c)
|
Unaudited.
|
|
December 31,
|
||||||||||||||||||
|
2018
|
|
2017
|
|
2016
|
|
2015
(a)
|
|
2014
(a)
|
||||||||||
|
(Thousands)
|
||||||||||||||||||
Total assets
|
$
|
10,523,835
|
|
|
$
|
8,328,796
|
|
|
$
|
4,392,155
|
|
|
$
|
3,486,515
|
|
|
$
|
2,206,479
|
|
Long-term debt
|
4,660,244
|
|
|
1,453,352
|
|
|
985,732
|
|
|
493,401
|
|
|
492,633
|
|
(a)
|
Unaudited.
|
|
Years Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
|
(Thousands)
|
||||||||||
Operating income attributable to EQM
|
$
|
726,653
|
|
|
$
|
620,705
|
|
|
$
|
527,856
|
|
Less:
|
|
|
|
|
|
||||||
Selling, general and administrative
|
1,980
|
|
|
3,018
|
|
|
3,042
|
|
|||
Separation and other transaction costs:
|
77,682
|
|
|
85,124
|
|
|
—
|
|
|||
Depreciation
|
3,907
|
|
|
(10,487
|
)
|
|
—
|
|
|||
Impairment of long-lived assets
|
—
|
|
|
—
|
|
|
59,748
|
|
|||
Operating income attributable to Equitrans Midstream
|
$
|
643,084
|
|
|
$
|
543,050
|
|
|
$
|
465,066
|
|
|
Years Ended December 31,
|
||||||||||||||||
|
2018
|
|
2017
|
|
%
Change |
|
2016
|
|
%
Change |
||||||||
FINANCIAL DATA
|
(Thousands, except per day amounts)
|
||||||||||||||||
Firm reservation fee revenues
|
$
|
356,725
|
|
|
$
|
348,193
|
|
|
2.5
|
|
|
$
|
277,816
|
|
|
25.3
|
|
Volumetric-based fee revenues
|
30,076
|
|
|
23,793
|
|
|
26.4
|
|
|
56,962
|
|
|
(58.2
|
)
|
|||
Total operating revenues
|
386,801
|
|
|
371,986
|
|
|
4.0
|
|
|
334,778
|
|
|
11.1
|
|
|||
Operating expenses:
|
|
|
|
|
|
|
|
|
|
||||||||
Operating and maintenance
|
39,563
|
|
|
33,908
|
|
|
16.7
|
|
|
31,504
|
|
|
7.6
|
|
|||
Selling, general and administrative
|
31,936
|
|
|
31,922
|
|
|
—
|
|
|
32,792
|
|
|
(2.7
|
)
|
|||
Depreciation
|
49,723
|
|
|
58,689
|
|
|
(15.3
|
)
|
|
32,269
|
|
|
81.9
|
|
|||
Total operating expenses
|
121,222
|
|
|
124,519
|
|
|
(2.6
|
)
|
|
96,565
|
|
|
28.9
|
|
|||
Operating income
|
$
|
265,579
|
|
|
$
|
247,467
|
|
|
7.3
|
|
|
$
|
238,213
|
|
|
3.9
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Equity income
|
$
|
61,778
|
|
|
$
|
22,171
|
|
|
178.6
|
|
|
$
|
9,898
|
|
|
124.0
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
OPERATIONAL DATA
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Transmission pipeline throughput (BBtu per day)
|
|
|
|
|
|
|
|
|
|
||||||||
Firm capacity reservation
|
2,903
|
|
|
2,399
|
|
|
21.0
|
|
|
1,651
|
|
|
45.3
|
|
|||
Volumetric-based services
|
59
|
|
|
37
|
|
|
59.5
|
|
|
430
|
|
|
(91.4
|
)
|
|||
Total transmission pipeline throughput
|
2,962
|
|
|
2,436
|
|
|
21.6
|
|
|
2,081
|
|
|
17.1
|
|
|||
|
|
|
|
|
|
|
|
|
|
||||||||
Average contracted firm transmission reservation commitments (BBtu per day)
|
3,909
|
|
|
3,627
|
|
|
7.8
|
|
|
2,814
|
|
|
28.9
|
|
|||
|
|
|
|
|
|
|
|
|
|
||||||||
Capital expenditures
|
$
|
114,450
|
|
|
$
|
111,102
|
|
|
3.0
|
|
|
$
|
292,049
|
|
|
(62.0
|
)
|
|
Years Ended December 31,
|
||||||||||||||||
|
2018
|
|
2017
|
|
%
Change |
|
2016
|
|
%
Change |
||||||||
FINANCIAL DATA
|
(Thousands)
|
||||||||||||||||
Water service revenues
|
$
|
111,227
|
|
|
$
|
13,605
|
|
|
717.5
|
|
|
$
|
—
|
|
|
100.0
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Operating expenses:
|
|
|
|
|
|
|
|
|
|
||||||||
Operating and maintenance
|
44,152
|
|
|
5,598
|
|
|
688.7
|
|
|
—
|
|
|
100.0
|
|
|||
Selling, general and administrative
|
5,895
|
|
|
347
|
|
|
1,598.8
|
|
|
—
|
|
|
100.0
|
|
|||
Depreciation
|
23,513
|
|
|
3,515
|
|
|
568.9
|
|
|
—
|
|
|
100.0
|
|
|||
Total operating expenses
|
73,560
|
|
|
9,460
|
|
|
677.6
|
|
|
—
|
|
|
100.0
|
|
|||
Operating income
|
$
|
37,667
|
|
|
$
|
4,145
|
|
|
808.7
|
|
|
$
|
—
|
|
|
100.0
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
OPERATIONAL DATA
|
|
|
|
|
|
|
|
|
|
||||||||
Water service volumes (MMgal)
|
2,088
|
|
|
226
|
|
|
823.9
|
|
|
—
|
|
|
100.0
|
|
|||
|
|
|
|
|
|
|
|
|
|
||||||||
Capital expenditures
|
$
|
23,537
|
|
|
$
|
6,233
|
|
|
277.6
|
|
|
$
|
—
|
|
|
100.0
|
|
|
Years Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
|
(Thousands)
|
||||||||||
Expansion capital expenditures
(a)
|
$
|
803,347
|
|
|
$
|
328,529
|
|
|
$
|
558,071
|
|
Maintenance capital expenditures:
|
51,891
|
|
|
43,328
|
|
|
29,293
|
|
|||
Headquarters capital expenditures
|
29,336
|
|
|
—
|
|
|
—
|
|
|||
Total capital expenditures
|
884,574
|
|
|
371,857
|
|
|
587,364
|
|
|||
Plus: accrued capital expenditures at the end of prior period
(b)
|
90,655
|
|
|
26,678
|
|
|
24,133
|
|
|||
Plus: accrued capital expenditures at acquisition on November 13, 2017
(b)
|
—
|
|
|
72,271
|
|
|
—
|
|
|||
Less: accrued capital expenditures at the end of current period
(b)
|
(109,347
|
)
|
|
(90,655
|
)
|
|
(26,678
|
)
|
|||
Total cash capital expenditures
|
$
|
865,882
|
|
|
$
|
380,151
|
|
|
$
|
584,819
|
|
(a)
|
Expansion capital expenditures do not include capital contributions made to the MVP Joint Venture of
$913.2 million
,
$159.6 million
and
$98.4 million
for the
years ended December 31, 2018, 2017 and 2016
, respectively.
|
(b)
|
The Company accrues capital expenditures when capital work has been completed but the associated bills have not yet been paid. Accrued capital expenditures are excluded from the statements of consolidated cash flows until they are paid. See Note
5
to the consolidated financial statements.
|
|
Equitrans Midstream
|
|
EQM
|
||||
|
Term Loan B
|
|
Senior Notes
|
||||
Rating Service
|
Rating
|
|
Outlook
|
|
Rating
|
|
Outlook
|
Moody's
|
Ba3
|
|
Stable
|
|
Ba1
|
|
Stable
|
S&P
|
BB
|
|
Stable
|
|
BBB-
|
|
Stable
|
Fitch
|
BB
|
|
Stable
|
|
BBB-
|
|
Stable
|
|
Total
|
|
2019
|
|
2020
–
2021
|
|
2022
–
2023
|
|
2024 +
|
||||||||||
|
(Thousands)
|
||||||||||||||||||
Long-term debt
|
$
|
3,500,000
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,100,000
|
|
|
$
|
2,400,000
|
|
Term loan
|
600,000
|
|
|
6,000
|
|
|
12,000
|
|
|
12,000
|
|
|
570,000
|
|
|||||
Credit facility borrowings
(a)
|
641,500
|
|
|
—
|
|
|
—
|
|
|
641,500
|
|
|
—
|
|
|||||
Interest payments on senior notes
(b)
|
2,093,736
|
|
|
182,861
|
|
|
350,750
|
|
|
350,750
|
|
|
1,209,375
|
|
|||||
Purchase obligations
|
56,526
|
|
|
56,526
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Water infrastructure
(c)
|
767
|
|
|
767
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Operating lease obligations
(d)
|
68,377
|
|
|
7,174
|
|
|
12,430
|
|
|
12,209
|
|
|
36,564
|
|
|||||
Other liabilities
(e)
|
28,151
|
|
|
8,065
|
|
|
20,086
|
|
|
—
|
|
|
—
|
|
|||||
Total contractual obligations
|
$
|
6,989,057
|
|
|
$
|
261,393
|
|
|
$
|
395,266
|
|
|
$
|
2,116,459
|
|
|
$
|
4,215,939
|
|
(a)
|
Credit facility borrowings were classified based on the termination date of the underlying credit facility agreements.
|
(b)
|
Interest payments exclude interest related to the credit facility borrowings and the term loan as the interest rates on the credit facility borrowings and the Company's term loan are variable.
|
(c)
|
See Note
13
to the consolidated financial statements.
|
(d)
|
Operating leases are primarily entered into for various office locations and warehouse buildings, as well as lease obligations for compression equipment under existing contracts with third parties.
|
(e)
|
Other liabilities represent commitments for estimated payouts as of December 31, 2018 for various Equitrans Midstream liability award plans. See "Critical Accounting Policies and Estimates" below and Note
9
to the consolidated financial statements for discussion of factors that affect the ultimate amount of the payout of these obligations.
|
|
Page No.
|
Report of Independent Registered Public Accounting Firm
|
|
Statements of Consolidated Comprehensive Income for the Years Ended December 31, 2018, 2017 and 2016
|
|
Statements of Consolidated Cash Flows for the Years Ended December 31, 2018, 2017 and 2016
|
|
Consolidated Balance Sheets as of December 31, 2018 and 2017
|
|
Statements of Consolidated Equity for the Years Ended December 31, 2018, 2017 and 2016
|
|
Notes to Consolidated Financial Statements
|
/s/ Ernst & Young, LLP
|
|
We have served as the Company's auditor since 2018.
|
|
Pittsburgh, Pennsylvania
|
|
February 14, 2019
|
|
|
2018
|
|
2017
|
|
2016
|
||||||
|
(Thousands, except per share amounts)
|
||||||||||
Operating revenues
(a)
|
$
|
1,495,098
|
|
|
$
|
895,558
|
|
|
$
|
732,272
|
|
Operating expenses:
|
|
|
|
|
|
|
|||||
Operating and maintenance
(b)
|
163,192
|
|
|
84,831
|
|
|
69,255
|
|
|||
Selling, general and administrative
(b)
|
124,069
|
|
|
80,339
|
|
|
75,512
|
|
|||
Separation and other transaction costs
(b)
|
85,444
|
|
|
85,124
|
|
|
—
|
|
|||
Depreciation
|
175,821
|
|
|
96,674
|
|
|
62,691
|
|
|||
Amortization of intangible assets
|
41,547
|
|
|
5,540
|
|
|
—
|
|
|||
Impairment of long-lived assets
|
—
|
|
|
—
|
|
|
59,748
|
|
|||
Impairment of goodwill
|
261,941
|
|
|
—
|
|
|
—
|
|
|||
Total operating expenses
|
852,014
|
|
|
352,508
|
|
|
267,206
|
|
|||
Operating income
|
643,084
|
|
|
543,050
|
|
|
465,066
|
|
|||
Equity income
(c)
|
61,778
|
|
|
22,171
|
|
|
9,898
|
|
|||
Other income
|
5,011
|
|
|
4,439
|
|
|
27,113
|
|
|||
Net interest expense
(d)
|
115,454
|
|
|
34,801
|
|
|
16,761
|
|
|||
Income before income taxes
|
594,419
|
|
|
534,859
|
|
|
485,316
|
|
|||
Income tax expense
|
83,142
|
|
|
212,402
|
|
|
98,243
|
|
|||
Net income
|
511,277
|
|
|
322,457
|
|
|
387,073
|
|
|||
Less: Net income attributable to noncontrolling interests
|
292,879
|
|
|
349,613
|
|
|
321,920
|
|
|||
Net income (loss) attributable to Equitrans Midstream Corporation
|
$
|
218,398
|
|
|
$
|
(27,156
|
)
|
|
$
|
65,153
|
|
|
|
|
|
|
|
||||||
Earnings (loss) per share of common stock attributable to Equitrans Midstream Corporation:
|
|
|
|
|
|
||||||
Basic:
|
|
|
|
|
|
||||||
Weighted average common stock outstanding
|
254,432
|
|
|
254,432
|
|
|
254,432
|
|
|||
Net income (loss)
|
$
|
0.86
|
|
|
$
|
(0.11
|
)
|
|
$
|
0.26
|
|
Diluted:
|
|
|
|
|
|
||||||
Weighted average common stock outstanding
|
255,033
|
|
|
254,432
|
|
|
255,033
|
|
|||
Net income (loss)
|
$
|
0.86
|
|
|
$
|
(0.11
|
)
|
|
$
|
0.26
|
|
|
|
|
|
|
|
||||||
Net income
|
$
|
511,277
|
|
|
$
|
322,457
|
|
|
$
|
387,073
|
|
Other comprehensive loss, net of tax:
|
|
|
|
|
|
||||||
Pension and other post-retirement benefits liability adjustment, net of tax expense of $638
|
(1,509
|
)
|
|
—
|
|
|
—
|
|
|||
Other comprehensive loss
|
(1,509
|
)
|
|
—
|
|
|
—
|
|
|||
Comprehensive income
|
509,768
|
|
|
322,457
|
|
|
387,073
|
|
|||
Less: Comprehensive income attributable to noncontrolling interests
|
292,879
|
|
|
349,613
|
|
|
321,920
|
|
|||
Comprehensive income (loss) attributable to Equitrans Midstream Corporation
|
$
|
216,889
|
|
|
$
|
(27,156
|
)
|
|
$
|
65,153
|
|
(a)
|
Operating revenues included related party revenues from EQT Corporation (NYSE: EQT) (EQT) of approximately
$1.1 billion
,
$665.9 million
and
$551.4 million
for the
years ended December 31, 2018, 2017 and 2016
, respectively. See Note
8
.
|
(b)
|
Operating and maintenance expense included charges from EQT of
$49.8 million
,
$40.6 million
and
$34.2 million
for the
years ended December 31, 2018, 2017 and 2016
, respectively. Selling, general and administrative expense included charges from EQT of
$85.1 million
,
$75.6 million
and
$70.4 million
for the
years ended December 31, 2018, 2017 and 2016
, respectively. See Note
8
. Separation and other transaction costs represent selling, general and administrative expenses related to the Rice Merger, the EQM-RMP Mergers, the Drop-Down Transaction, the Separation and the EQGP Buyout (each defined in Note
1
) and included charges from EQT of
$53.3 million
and
$85.1 million
for the
years ended December 31, 2018 and 2017
, respectively. See Notes
1
and
8
.
|
(c)
|
Represents equity income from Mountain Valley Pipeline, LLC (the MVP Joint Venture). See Note
7
.
|
(d)
|
Net interest expense included interest income on the Preferred Interest (defined in Note
1
) of
$6.6 million
,
$6.8 million
and
$1.7 million
for the
years ended December 31, 2018, 2017 and 2016
, respectively. Other income included distributions received from EES (defined in Note
1
) of
$8.3 million
for the
year ended December 31, 2016
. See Note
1
.
|
|
2018
|
|
2017
|
|
2016
|
||||||
|
(Thousands)
|
||||||||||
Cash flows from operating activities:
|
|
|
|
|
|
|
|
||||
Net income
|
$
|
511,277
|
|
|
$
|
322,457
|
|
|
$
|
387,073
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Depreciation
|
175,821
|
|
|
96,674
|
|
|
62,691
|
|
|||
Amortization of intangible assets
|
41,547
|
|
|
5,540
|
|
|
—
|
|
|||
Impairment of long-lived assets
|
—
|
|
|
—
|
|
|
59,748
|
|
|||
Impairment of goodwill
|
261,941
|
|
|
—
|
|
|
—
|
|
|||
Deferred income taxes
|
25,246
|
|
|
158,369
|
|
|
(17,576
|
)
|
|||
Equity income
|
(61,778
|
)
|
|
(22,171
|
)
|
|
(9,898
|
)
|
|||
AFUDC — equity
|
(5,570
|
)
|
|
(5,110
|
)
|
|
(19,402
|
)
|
|||
Non-cash long-term compensation expense
|
4,190
|
|
|
468
|
|
|
373
|
|
|||
Changes in other assets and liabilities:
|
|
|
|
|
|
||||||
Accounts receivable
|
(36,225
|
)
|
|
(24,569
|
)
|
|
(3,718
|
)
|
|||
Accounts payable
|
(90,502
|
)
|
|
130,347
|
|
|
87,099
|
|
|||
Other assets and other liabilities
|
(104,237
|
)
|
|
7,736
|
|
|
3,115
|
|
|||
Net cash provided by operating activities
|
721,710
|
|
|
669,741
|
|
|
549,505
|
|
|||
Cash flows from investing activities:
|
|
|
|
|
|
|
|
||||
Capital expenditures
|
(865,882
|
)
|
|
(380,151
|
)
|
|
(584,819
|
)
|
|||
Capital contributions to the MVP Joint Venture
|
(913,195
|
)
|
|
(159,550
|
)
|
|
(98,399
|
)
|
|||
(Purchases)/ Sales of interests in the MVP Joint Venture
|
(11,302
|
)
|
|
—
|
|
|
12,533
|
|
|||
Principal payments received on the Preferred Interest
|
4,406
|
|
|
4,166
|
|
|
1,024
|
|
|||
Net cash used in investing activities
|
(1,785,973
|
)
|
|
(535,535
|
)
|
|
(669,661
|
)
|
|||
Cash flows from financing activities:
|
|
|
|
|
|
|
|
||||
Proceeds from the issuance of EQM common units, net of offering costs
|
—
|
|
|
—
|
|
|
217,102
|
|
|||
Proceeds from credit facility borrowings
|
3,446,500
|
|
|
544,000
|
|
|
740,000
|
|
|||
Payments on credit facility borrowings
|
(3,271,000
|
)
|
|
(344,000
|
)
|
|
(1,039,000
|
)
|
|||
Proceeds from the issuance of EQM's senior notes
|
2,500,000
|
|
|
—
|
|
|
500,000
|
|
|||
Proceeds from the issuance of long-term debt
|
600,000
|
|
|
—
|
|
|
—
|
|
|||
Net (payments on) proceeds from EQGP's working capital loan with EQT
|
(168
|
)
|
|
84
|
|
|
18
|
|
|||
Net
(distributions to) contributions from
EQT
|
(1,117,577
|
)
|
|
(1,009,501
|
)
|
|
203,926
|
|
|||
Net contribution to Strike Force Midstream LLC by minority owner
|
—
|
|
|
6,738
|
|
|
—
|
|
|||
Distributions paid to noncontrolling interest unitholders
|
(380,651
|
)
|
|
(236,123
|
)
|
|
(189,981
|
)
|
|||
Acquisition of 25% of Strike Force Midstream LLC
|
(175,000
|
)
|
|
—
|
|
|
—
|
|
|||
Acquisition of EQGP common units
|
(291,206
|
)
|
|
—
|
|
|
—
|
|
|||
Debt discount, debt issuance costs and credit facility origination fees
|
(73,467
|
)
|
|
(2,257
|
)
|
|
(8,580
|
)
|
|||
Net cash provided by (used in) financing activities
|
1,237,431
|
|
|
(1,041,059
|
)
|
|
423,485
|
|
|||
|
|
|
|
|
|
||||||
Net change in cash and cash equivalents
|
173,168
|
|
|
(906,853
|
)
|
|
303,329
|
|
|||
Cash and cash equivalents at beginning of year
(a)
|
121,004
|
|
|
1,027,857
|
|
|
662,941
|
|
|||
Cash and cash equivalents at end of year
|
$
|
294,172
|
|
|
$
|
121,004
|
|
|
$
|
966,270
|
|
(a)
|
Cash and cash equivalents at beginning of year for December 31, 2017 includes
$61.6 million
of cash and cash equivalents acquired at the effective time of the Rice Merger. See Note
2
.
|
|
2018
|
|
2017
|
||||
|
(Thousands)
|
||||||
ASSETS
|
|
||||||
Current assets:
|
|
|
|
|
|
||
Cash and cash equivalents
|
$
|
294,172
|
|
|
$
|
121,004
|
|
Accounts receivable (net of allowance for doubtful accounts of $75 and $446 as of December 31, 2018 and 2017, respectively)
(a)
|
255,496
|
|
|
219,271
|
|
||
Other current assets
|
19,171
|
|
|
14,565
|
|
||
Total current assets
|
568,839
|
|
|
354,840
|
|
||
|
|
|
|
||||
Property, plant and equipment
|
6,469,846
|
|
|
5,516,527
|
|
||
Less: accumulated depreciation
|
(602,199
|
)
|
|
(405,665
|
)
|
||
Net property, plant and equipment
|
5,867,647
|
|
|
5,110,862
|
|
||
|
|
|
|
||||
Investment in unconsolidated entity
|
1,510,289
|
|
|
460,546
|
|
||
Goodwill
|
1,239,269
|
|
|
1,384,872
|
|
||
Net intangible assets
|
576,113
|
|
|
617,660
|
|
||
Deferred income taxes
|
597,321
|
|
|
257,128
|
|
||
Other assets
|
164,357
|
|
|
142,888
|
|
||
Total assets
|
$
|
10,523,835
|
|
|
$
|
8,328,796
|
|
|
|
|
|
||||
LIABILITIES AND SHAREHOLDERS' EQUITY
|
|
|
|
|
|
||
Current liabilities:
|
|
|
|
|
|
||
Current portion of long-term debt
|
$
|
6,000
|
|
|
$
|
—
|
|
Accounts payable
(a)
|
210,007
|
|
|
468,422
|
|
||
Capital contribution payable to the MVP Joint Venture
|
169,202
|
|
|
105,734
|
|
||
Accrued interest
|
80,236
|
|
|
11,067
|
|
||
Accrued liabilities
|
84,011
|
|
|
20,995
|
|
||
Total current liabilities
|
549,456
|
|
|
606,218
|
|
||
|
|
|
|
||||
Credit facility borrowings
|
641,500
|
|
|
466,000
|
|
||
EQM senior notes
|
3,456,639
|
|
|
987,352
|
|
||
Long-term debt
|
562,105
|
|
|
—
|
|
||
Regulatory and other long-term liabilities
|
54,502
|
|
|
30,462
|
|
||
Total liabilities
|
5,264,202
|
|
|
2,090,032
|
|
||
|
|
|
|
||||
Shareholders' equity:
|
|
|
|
|
|
||
Parent net investment
|
—
|
|
|
1,143,769
|
|
||
Common stock, no par value, authorized 1,250,000 shares, issued 254,271 shares in 2018
|
425,370
|
|
|
—
|
|
||
Retained earnings
|
33,932
|
|
|
—
|
|
||
Accumulated other comprehensive loss
|
(1,509
|
)
|
|
—
|
|
||
Total common shareholders' equity
|
457,793
|
|
|
1,143,769
|
|
||
Noncontrolling interests
|
4,801,840
|
|
|
5,094,995
|
|
||
Total shareholders' equity
|
5,259,633
|
|
|
6,238,764
|
|
||
Total liabilities and shareholders' equity
|
$
|
10,523,835
|
|
|
$
|
8,328,796
|
|
(a)
|
Accounts receivable as of December 31, 2018 and 2017 included
$175.9 million
and
$158.7 million
, respectively of accounts receivable due from EQT, a related party. Accounts payable as of December 31, 2018 and 2017 included
$34.1 million
and
$363.1 million
, respectively, of accounts payable due to EQT.
|
|
|
|
Common Stock
|
|
|
|
|
|
|
|
|
|||||||||||||||
|
|
|
|
|
|
|
|
|
Accumulated Other
|
|
|
|
|
|||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
|
Parent Net
|
|
Shares
|
|
No
|
|
Retained
|
|
Comprehensive
|
|
Noncontrolling
|
|
Total
|
|||||||||||||
|
Investment
|
|
Outstanding
|
|
Par Value
|
|
Earnings
|
|
Loss
|
|
Interests
|
|
Equity
|
|||||||||||||
|
(Thousands, except per unit amounts)
|
|||||||||||||||||||||||||
Balance at January 1, 2016
|
$
|
(898,703
|
)
|
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2,950,251
|
|
|
$
|
2,051,548
|
|
Net income
|
65,153
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
321,920
|
|
|
387,073
|
|
||||||
Net
contributions from
EQT
|
740,797
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
740,797
|
|
||||||
Share-based compensation plans
|
212
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
161
|
|
|
373
|
|
||||||
Distributions paid to noncontrolling interest unitholders ($3.05 and
$0.571 per common unit for EQM and EQGP, respectively) |
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(189,981
|
)
|
|
(189,981
|
)
|
||||||
Issuance of EQM common units, net of offering costs
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
217,102
|
|
|
217,102
|
|
||||||
Net changes in ownership of consolidated entities
|
24,296
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(40,487
|
)
|
|
(16,191
|
)
|
||||||
Elimination of net current and deferred tax liabilities
|
1,945
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,945
|
|
||||||
Balance at December 31, 2016
|
$
|
(66,300
|
)
|
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
3,258,966
|
|
|
$
|
3,192,666
|
|
Net income
|
(27,156
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
349,613
|
|
|
322,457
|
|
||||||
Net
distributions to
EQT
|
(893,682
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(893,682
|
)
|
||||||
Net
contribution
to Strike Force Midstream LLC by minority owner
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6,738
|
|
|
6,738
|
|
||||||
Share-based compensation plans
|
278
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
190
|
|
|
468
|
|
||||||
Distributions paid to noncontrolling interest unitholders ($3.655 and
$0.806 per common unit for EQM and EQGP, respectively) |
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(236,123
|
)
|
|
(236,123
|
)
|
||||||
Rice Merger
(a)
|
2,130,629
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,715,611
|
|
|
3,846,240
|
|
||||||
Balance at December 31, 2017
|
$
|
1,143,769
|
|
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
5,094,995
|
|
|
$
|
6,238,764
|
|
Other comprehensive income (net of tax):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Net income
|
184,466
|
|
|
—
|
|
|
—
|
|
|
33,932
|
|
|
—
|
|
|
292,879
|
|
|
511,277
|
|
||||||
Pension and other post-retirement benefits liability adjustment, net of tax expense of $638
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,509
|
)
|
|
—
|
|
|
(1,509
|
)
|
||||||
Purchase of Strike Force Midstream LLC noncontrolling interests
|
1,818
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(176,818
|
)
|
|
(175,000
|
)
|
||||||
Net changes in ownership of consolidated entities
|
(159,255
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
214,924
|
|
|
55,669
|
|
||||||
Share-based compensation plans
|
340
|
|
|
2
|
|
|
2,897
|
|
|
—
|
|
|
—
|
|
|
953
|
|
|
4,190
|
|
||||||
Issuance of Equitrans Midstream common stock
|
—
|
|
|
254,269
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Net distributions to EQT
|
(701,901
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(701,901
|
)
|
||||||
Separation-related adjustments
|
(469,237
|
)
|
|
—
|
|
|
469,237
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Distributions paid to noncontrolling interest unitholders ($4.295, $1.123 and $0.5966 per common unit for EQM, EQGP and
RMP
, respectively)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(380,651
|
)
|
|
(380,651
|
)
|
||||||
Purchase of EQGP common units
|
—
|
|
|
—
|
|
|
(46,764
|
)
|
|
—
|
|
|
—
|
|
|
(244,442
|
)
|
|
(291,206
|
)
|
||||||
Balance at December 31, 2018
|
$
|
—
|
|
|
254,271
|
|
|
$
|
425,370
|
|
|
$
|
33,932
|
|
|
$
|
(1,509
|
)
|
|
$
|
4,801,840
|
|
|
$
|
5,259,633
|
|
(a)
|
Represents the estimated fair value of the Rice Midstream Holdings LLC net assets acquired by EQT and allocated to Equitrans Midstream Corporation as part of the Rice Merger. See Notes
1
and
2
.
|
1
.
|
Summary of Operations and Significant Accounting Policies
|
•
|
On April 25, 2018, EQM, RMP and certain of their affiliates entered into an agreement and plan of merger, pursuant to which EQM acquired RMP and the RMP General Partner (the EQM-RMP Mergers). The EQM-RMP Mergers closed on July 23, 2018.
|
•
|
On May 1, 2018, EQM acquired
25%
of the outstanding limited liability company interests in Strike Force Midstream from Gulfport Midstream Holdings, LLC (Gulfport Midstream), an affiliate of Gulfport Energy Corporation, in exchange for
$175 million
in cash (the Gulfport Transaction).
|
•
|
On May 22, 2018, and effective May 1, 2018, EQM, through its wholly-owned subsidiary EQM Gathering Holdings, LLC, a Delaware limited liability company (EQM Gathering), acquired all the outstanding limited liability company interests in each of EQM West Virginia, EQM Olympus and Strike Force Holdings (collectively the Drop-Down Entities), pursuant to the terms of a contribution and sale agreement dated as of April 25, 2018 by and among EQM, EQM Gathering, EQT and Rice Midstream Holdings, in exchange for an aggregate of
5,889,282
common units representing limited partner interests in EQM (EQM common units) and cash consideration of
$1.15 billion
, plus working capital adjustments (the Drop-Down Transaction). As a result of the closing of the Drop-Down Transaction, effective May 1, 2018, the Drop-Down Entities and Strike Force Midstream became indirect, wholly-owned subsidiaries of EQM.
|
|
December 31,
|
||||||
|
2018
|
|
2017
|
||||
|
(Thousands)
|
||||||
Gathering assets
|
$
|
4,387,908
|
|
|
$
|
3,642,937
|
|
Accumulated depreciation
|
(247,720
|
)
|
|
(153,791
|
)
|
||
Net gathering assets
|
4,140,188
|
|
|
3,489,146
|
|
||
Transmission and storage assets
|
1,785,157
|
|
|
1,674,080
|
|
||
Accumulated depreciation
|
(286,693
|
)
|
|
(248,474
|
)
|
||
Net transmission and storage assets
|
1,498,464
|
|
|
1,425,606
|
|
||
Water services assets
|
194,465
|
|
|
193,825
|
|
||
Accumulated depreciation
|
(26,489
|
)
|
|
(3,363
|
)
|
||
Net water services assets
|
167,976
|
|
|
190,462
|
|
||
Net other property, plant and equipment
|
61,019
|
|
|
5,648
|
|
||
Net property, plant and equipment
|
$
|
5,867,647
|
|
|
$
|
5,110,862
|
|
|
December 31,
|
||||||
|
2018
|
|
2017
|
||||
|
(Thousands)
|
||||||
Asset retirement obligation at beginning of period
|
$
|
9,321
|
|
|
$
|
—
|
|
Liabilities assumed at Rice Merger
|
—
|
|
|
9,286
|
|
||
Liabilities incurred
|
231
|
|
|
—
|
|
||
Revisions to estimated liabilities
(a)
|
1,928
|
|
|
—
|
|
||
Accretion expense
|
455
|
|
|
35
|
|
||
Asset retirement obligation at end of period
|
$
|
11,935
|
|
|
$
|
9,321
|
|
(a)
|
Revisions to estimated liabilities reflect changes in retirement cost assumptions and to the estimated timing of liability settlement.
|
|
December 31,
|
||||||
|
2018
|
|
2017
|
||||
|
(Thousands)
|
||||||
Regulatory assets:
|
|
|
|
||||
Deferred taxes
(a)
|
$
|
22,252
|
|
|
$
|
18,786
|
|
Other recoverable costs
(b)
|
4,312
|
|
|
6,165
|
|
||
Total regulatory assets
|
$
|
26,564
|
|
|
$
|
24,951
|
|
Regulatory liabilities:
|
|
|
|
||||
Deferred taxes
(a)
|
$
|
10,920
|
|
|
$
|
11,318
|
|
On-going post-retirement benefits other than pension
(c)
|
10,132
|
|
|
7,724
|
|
||
Other reimbursable costs
|
(328
|
)
|
|
860
|
|
||
Total regulatory liabilities
|
$
|
20,724
|
|
|
$
|
19,902
|
|
(a)
|
The regulatory asset from deferred taxes is primarily related to a historical deferred income tax position and taxes on the equity component of AFUDC. The regulatory liability from deferred taxes relates to the revaluation of a historical difference between the regulatory and tax bases of regulated property, plant and equipment. Equitrans, L.P. expects to recover the amortization of the deferred tax positions ratably over the depreciable lives of the underlying assets. Equitrans, L.P. expects to recover the taxes on the equity component of AFUDC through future rates over the depreciable lives of the underlying long-lived assets.
|
(b)
|
The regulatory asset from other recoverable costs is primarily related to the costs associated with the Retirement Plan (defined below).
|
(c)
|
Equitrans, L.P. defers expenses for on-going post-retirement benefits other than pensions, which are subject to recovery in approved rates. The regulatory liability reflects lower cumulative actuarial expenses than the amounts recovered through rates.
|
|
Years Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
|
(Thousands)
|
||||||||||
Operating revenues
|
$
|
393,911
|
|
|
$
|
383,309
|
|
|
$
|
343,978
|
|
Operating expenses
|
140,832
|
|
|
143,614
|
|
|
114,978
|
|
|
December 31,
|
||||||
|
2018
|
|
2017
|
||||
|
(Thousands)
|
||||||
Property, plant and equipment
|
$
|
1,900,411
|
|
|
$
|
1,787,656
|
|
Accumulated depreciation
|
(317,988
|
)
|
|
(278,756
|
)
|
||
Net property, plant and equipment
|
$
|
1,582,423
|
|
|
$
|
1,508,900
|
|
|
Years Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
|
(Thousands)
|
||||||||||
Cash paid during the period for:
|
|
|
|
|
|
|
|
||||
Interest, net of amount capitalized
|
$
|
54,089
|
|
|
$
|
43,797
|
|
|
$
|
13,902
|
|
|
|
|
|
|
|
||||||
Non-cash activity during the period for:
|
|
|
|
|
|
||||||
Acquisition of Rice Midstream Holdings LLC
|
$
|
—
|
|
|
$
|
3,846,240
|
|
|
$
|
—
|
|
Settlement of separation and other transaction costs with EQT
|
133,286
|
|
|
—
|
|
|
—
|
|
|||
Net settlement of current income taxes payable with EQT
|
54,033
|
|
|
115,819
|
|
|
536,871
|
|
|||
Elimination of net current and deferred tax liabilities
|
—
|
|
|
—
|
|
|
1,945
|
|
|||
Separation-related adjustments
|
228,357
|
|
|
—
|
|
|
—
|
|
|||
Revision to estimated asset retirement obligations
|
1,928
|
|
|
—
|
|
|
—
|
|
2
.
|
Rice Energy Merger
|
|
Rice Merger
|
||
|
Purchase Price Allocation
|
||
|
and Goodwill
|
||
|
(Thousands)
|
||
Enterprise value
(a)
|
$
|
3,846,240
|
|
Fair value of assets acquired and liabilities assumed:
|
|
||
Current assets
|
141,410
|
|
|
Property, plant and equipment
|
2,265,924
|
|
|
Intangible assets
|
623,200
|
|
|
Other assets
|
118
|
|
|
Current liabilities
|
(107,101
|
)
|
|
RMP Credit Facility
|
(266,000
|
)
|
|
Due to EQT
(b)
|
(187,742
|
)
|
|
Deferred income taxes
|
(115,456
|
)
|
|
Other long-term liabilities
|
(9,323
|
)
|
|
Total fair value of assets acquired and liabilities assumed
|
2,345,030
|
|
|
Goodwill
(c)
|
1,501,210
|
|
|
Impairment of goodwill
(d)
|
261,941
|
|
|
Goodwill as of December 31, 2018
|
$
|
1,239,269
|
|
(a)
|
Includes the fair value of noncontrolling interests assumed of
$1.5 billion
and
$0.2 billion
for RMP and Strike Force Midstream, respectively.
|
(b)
|
At the time of the Rice Merger, EQT repaid
$187.5 million
of outstanding principal and
$0.2 million
in accrued interest under Rice Midstream Holdings' revolving credit facility. Following repayment, EQT terminated the Rice Midstream Holdings revolving credit facility agreement. As of December 31, 2017, the
$187.7 million
is included in accounts payable on the Company's consolidated balance sheet. The Company reimbursed EQT for this amount in 2018.
|
(c)
|
Reflected the value of perceived growth opportunities, synergies and operating leverage anticipated through the acquisition and ownership of the acquired gathering assets as of November 13, 2017.
|
(d)
|
See Note 1 for discussion of the Company's evaluation and recognition of the impairment of goodwill for the year ended December 31, 2018.
|
|
November 13, 2017
|
||
|
through
|
||
|
December 31, 2017
|
||
|
(Thousands)
|
||
Operating revenues
|
$
|
14,881
|
|
Operating income attributable to Equitrans Midstream
|
69,036
|
|
|
Net income attributable to noncontrolling interests
|
16,644
|
|
|
Net income attributable to Equitrans Midstream
|
21,814
|
|
|
Years Ended December 31,
|
||||||
|
2017
|
|
2016
|
||||
|
(Thousands)
|
||||||
Pro forma operating revenues
|
$
|
1,264,704
|
|
|
$
|
997,829
|
|
Pro forma net income
|
549,567
|
|
|
440,735
|
|
||
Pro forma net income attributable to noncontrolling interests
|
445,576
|
|
|
376,284
|
|
||
Pro forma net income attributable to Equitrans Midstream
|
103,991
|
|
|
64,451
|
|
3
.
|
Revenue from Contracts with Customers
|
|
Year Ended December 31, 2018
|
||||||||||||||
|
Gathering
|
|
Transmission
|
|
Water
|
|
Total
|
||||||||
|
(Thousands)
|
||||||||||||||
Firm reservation fee revenues
|
$
|
447,360
|
|
|
$
|
356,725
|
|
|
$
|
—
|
|
|
$
|
804,085
|
|
Volumetric-based fee revenues
|
549,710
|
|
|
30,076
|
|
|
—
|
|
|
579,786
|
|
||||
Water service revenues
|
—
|
|
|
—
|
|
|
111,227
|
|
|
111,227
|
|
||||
Total operating revenues
|
$
|
997,070
|
|
|
$
|
386,801
|
|
|
$
|
111,227
|
|
|
$
|
1,495,098
|
|
|
Year Ended December 31, 2017
|
||||||||||||||
|
Gathering
|
|
Transmission
|
|
Water
|
|
Total
|
||||||||
|
(Thousands)
|
||||||||||||||
Firm reservation fee revenues
|
$
|
407,355
|
|
|
$
|
348,193
|
|
|
$
|
—
|
|
|
$
|
755,548
|
|
Volumetric-based fee revenues
|
102,612
|
|
|
23,793
|
|
|
—
|
|
|
126,405
|
|
||||
Water service revenues
|
—
|
|
|
—
|
|
|
13,605
|
|
|
13,605
|
|
||||
Total operating revenues
|
$
|
509,967
|
|
|
$
|
371,986
|
|
|
$
|
13,605
|
|
|
$
|
895,558
|
|
|
Year Ended December 31, 2016
|
||||||||||||||
|
Gathering
|
|
Transmission
|
|
Water
|
|
Total
|
||||||||
|
(Thousands)
|
||||||||||||||
Firm reservation fee revenues
|
$
|
339,237
|
|
|
$
|
277,816
|
|
|
$
|
—
|
|
|
$
|
617,053
|
|
Volumetric-based fee revenues
|
58,257
|
|
|
56,962
|
|
|
—
|
|
|
115,219
|
|
||||
Water service revenues
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Total operating revenues
|
$
|
397,494
|
|
|
$
|
334,778
|
|
|
$
|
—
|
|
|
$
|
732,272
|
|
|
2019
|
|
2020
|
|
2021
|
|
2022
|
|
2023
|
|
Thereafter
|
|
Total
|
||||||||||||||
|
(Thousands)
|
||||||||||||||||||||||||||
Gathering firm reservation fees
|
$
|
476,709
|
|
|
$
|
552,636
|
|
|
$
|
562,635
|
|
|
$
|
562,635
|
|
|
$
|
562,635
|
|
|
$
|
2,273,123
|
|
|
$
|
4,990,373
|
|
Gathering revenues supported by MVCs
|
65,700
|
|
|
71,370
|
|
|
71,175
|
|
|
71,175
|
|
|
71,175
|
|
|
65,700
|
|
|
416,295
|
|
|||||||
Transmission firm reservation fees
|
351,028
|
|
|
343,984
|
|
|
340,218
|
|
|
335,137
|
|
|
295,243
|
|
|
2,178,736
|
|
|
3,844,346
|
|
|||||||
Total
|
$
|
893,437
|
|
|
$
|
967,990
|
|
|
$
|
974,028
|
|
|
$
|
968,947
|
|
|
$
|
929,053
|
|
|
$
|
4,517,559
|
|
|
$
|
9,251,014
|
|
•
|
Flip In.
If a person or group becomes an Acquiring Person, all holders of Rights, except the Acquiring Person, may, for the Exercise Price, purchase shares of Equitrans Midstream common stock with a market value of
$200
, based on the market price of Equitrans Midstream common stock prior to such acquisition.
|
•
|
Exchange.
After a person or group becomes an Acquiring Person, but before an Acquiring Person owns
50%
or more of the outstanding shares of Equitrans Midstream common stock, the Board may extinguish the Rights by exchanging
one
share of Equitrans Midstream common stock, or an equivalent security, for each Right other than the Rights held by the Acquiring Person
.
|
•
|
Flip Over.
If the Company is later acquired in a merger or similar transaction after the date that the Rights become exercisable, all holders of Rights, except the Acquiring Person may, for the Exercise Price, purchase shares of the acquiring corporation with a market value of
$200
based on the market price of the acquiring corporation's stock prior to such transaction.
|
|
Years Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
|
(Thousands)
|
||||||||||
Revenues from external customers (including related parties):
|
|
|
|
|
|
|
|||||
Gathering
|
$
|
997,070
|
|
|
$
|
509,967
|
|
|
$
|
397,494
|
|
Transmission
|
386,801
|
|
|
371,986
|
|
|
334,778
|
|
|||
Water
|
111,227
|
|
|
13,605
|
|
|
—
|
|
|||
Total operating revenues
|
$
|
1,495,098
|
|
|
$
|
895,558
|
|
|
$
|
732,272
|
|
Operating income (loss):
|
|
|
|
|
|
|
|||||
Gathering
(a)
|
$
|
423,407
|
|
|
$
|
369,093
|
|
|
$
|
289,643
|
|
Transmission
|
265,579
|
|
|
247,467
|
|
|
238,213
|
|
|||
Water
|
37,667
|
|
|
4,145
|
|
|
—
|
|
|||
Other
(b)
|
(83,569
|
)
|
|
(77,655
|
)
|
|
(62,790
|
)
|
|||
Total operating income
|
$
|
643,084
|
|
|
$
|
543,050
|
|
|
$
|
465,066
|
|
|
|
|
|
|
|
||||||
Reconciliation of operating income to net income:
|
|
|
|
|
|
||||||
Equity income
(c)
|
61,778
|
|
|
22,171
|
|
|
9,898
|
|
|||
Other income
|
5,011
|
|
|
4,439
|
|
|
27,113
|
|
|||
Net interest expense
|
115,454
|
|
|
34,801
|
|
|
16,761
|
|
|||
Income tax expense
|
83,142
|
|
|
212,402
|
|
|
98,243
|
|
|||
Net income
|
$
|
511,277
|
|
|
$
|
322,457
|
|
|
$
|
387,073
|
|
(a)
|
Impairment of goodwill of
$261.9 million
was included in Gathering's operating income for 2018. See Note 1.
|
(b)
|
Other operating loss includes selling, general and administrative expense, separation and other transaction costs and depreciation that are not allocated to the business segments.
|
(c)
|
Equity income is included in the Transmission segment.
|
|
December 31,
|
||||||
|
2018
|
|
2017
|
||||
|
(Thousands)
|
||||||
Segment assets:
|
|
|
|
|
|
||
Gathering
|
$
|
6,011,654
|
|
|
$
|
5,656,094
|
|
Transmission
(a)
|
3,066,659
|
|
|
1,947,566
|
|
||
Water
|
237,602
|
|
|
208,273
|
|
||
Total operating segments
|
9,315,915
|
|
|
7,811,933
|
|
||
Headquarters, including cash
|
1,207,920
|
|
|
516,863
|
|
||
Total assets
|
$
|
10,523,835
|
|
|
$
|
8,328,796
|
|
(a)
|
The equity investment in the MVP Joint Venture is included in the Transmission segment.
|
|
Years Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
|
(Thousands)
|
||||||||||
Depreciation:
|
|
|
|
|
|
|
|||||
Gathering
|
$
|
98,678
|
|
|
$
|
44,957
|
|
|
$
|
30,422
|
|
Transmission
|
49,723
|
|
|
58,689
|
|
|
32,269
|
|
|||
Water
|
23,513
|
|
|
3,515
|
|
|
—
|
|
|||
Other
(a)
|
3,907
|
|
|
(10,487
|
)
|
|
—
|
|
|||
Total
|
$
|
175,821
|
|
|
$
|
96,674
|
|
|
$
|
62,691
|
|
Expenditures for segment assets:
|
|
|
|
|
|
||||||
Gathering
|
$
|
717,251
|
|
|
$
|
254,522
|
|
|
$
|
295,315
|
|
Transmission
|
114,450
|
|
|
111,102
|
|
|
292,049
|
|
|||
Water
|
23,537
|
|
|
6,233
|
|
|
—
|
|
|||
Other
|
29,336
|
|
|
—
|
|
|
—
|
|
|||
Total
(b)
|
$
|
884,574
|
|
|
$
|
371,857
|
|
|
$
|
587,364
|
|
(a)
|
Depreciation within the Transmission segment for the year ended December 31, 2017 includes a non-cash charge of
$10.5 million
related to the revaluation of differences between the regulatory and tax bases in Equitrans, L.P.'s regulated property, plant and equipment. For purposes of the Company's consolidated reporting, the
$10.5 million
is reported in income tax expense with a corresponding reduction to depreciation.
|
(b)
|
The Company accrues capital expenditures when the capital work has been completed but the associated bills have not been paid. Accrued capital expenditures are excluded from the statements of consolidated cash flows until they are paid. Accrued capital expenditures were approximately
$109.3 million
,
$90.7 million
,
$26.7 million
and
$24.1 million
at
December 31, 2018
,
2017
,
2016
and
2015
, respectively. At the Rice Merger Date, the Company assumed
$72.3 million
of Rice Midstream Holdings accrued capital expenditures.
|
6
.
|
Investments in Consolidated, Non-Wholly-Owned Entities
|
|
Year Ended December 31, 2018
|
||
|
(Millions)
|
||
Net changes in parent net investment
|
|
||
Drop-Down Transaction
|
$
|
16
|
|
RMP IDR Transaction
|
(35
|
)
|
|
EQM-RMP Mergers
|
(140
|
)
|
|
Net decrease in parent net investment
|
(159
|
)
|
|
Net decrease in deferred tax liability
|
56
|
|
|
Net increase in noncontrolling interest in consolidated subsidiaries
|
$
|
215
|
|
7
.
|
Investments in Unconsolidated Entity
|
|
December 31,
|
||||||
|
2018
|
|
2017
|
||||
|
(Thousands)
|
||||||
Current assets
|
$
|
687,657
|
|
|
$
|
330,271
|
|
Noncurrent assets
|
3,223,220
|
|
|
747,728
|
|
||
Total assets
|
$
|
3,910,877
|
|
|
$
|
1,077,999
|
|
|
|
|
|
||||
Current liabilities
|
$
|
617,355
|
|
|
$
|
65,811
|
|
Equity
|
3,293,522
|
|
|
1,012,188
|
|
||
Total liabilities and equity
|
$
|
3,910,877
|
|
|
$
|
1,077,999
|
|
|
Years Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
|
(Thousands)
|
||||||||||
AFUDC – equity
|
$
|
91,056
|
|
|
$
|
32,054
|
|
|
$
|
16,315
|
|
Net interest income
|
44,786
|
|
|
16,674
|
|
|
5,206
|
|
|||
Net income
|
$
|
135,842
|
|
|
$
|
48,728
|
|
|
$
|
21,521
|
|
8
.
|
Related Party Transactions
|
|
Years Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
|
(Thousands)
|
||||||||||
Operating revenues
|
$
|
1,111,289
|
|
|
$
|
665,939
|
|
|
$
|
551,353
|
|
Operating and maintenance expense
(a)
|
49,778
|
|
|
40,601
|
|
|
34,179
|
|
|||
Selling, general and administrative expense
(a)
|
85,081
|
|
|
75,610
|
|
|
70,387
|
|
|||
Separation and other transaction costs
(a) (b)
|
53,272
|
|
|
85,124
|
|
|
—
|
|
|||
Equity income
|
61,778
|
|
|
22,171
|
|
|
9,898
|
|
|||
Other income from the Preferred Interest
|
—
|
|
|
—
|
|
|
8,293
|
|
|||
Interest income from the Preferred Interest
|
6,578
|
|
|
6,818
|
|
|
1,740
|
|
|||
Net interest expense
(b)
|
5
|
|
|
(2,120
|
)
|
|
3
|
|
|||
Net (payments on) proceeds from EQGP's working capital loan with EQT
|
(168
|
)
|
|
84
|
|
|
18
|
|
|||
Capital contributions to the MVP Joint Venture
|
(913,195
|
)
|
|
(159,550
|
)
|
|
(98,399
|
)
|
|||
Principal payments received on the Preferred Interest
|
4,406
|
|
|
4,166
|
|
|
1,024
|
|
|||
Net (distributions to) contributions from EQT
|
(701,901
|
)
|
|
(893,682
|
)
|
|
740,797
|
|
(a)
|
Reimbursements to EQT may not necessarily reflect the actual expenses that the Company would have incurred on a standalone basis. The Company is unable to estimate what those expenses would be on a standalone basis.
|
(b)
|
For the
years ended December 31, 2018 and 2017
, separation and other transaction costs included charges related to the Rice Merger from EQT of
$13.7 million
and
$85.1 million
, respectively. In addition, in 2017, the Company recorded $
2.9 million
in interest expense related to EQT's financing of the Rice Merger that was allocated to the Company from EQT. The basis for allocation of both the Rice Merger transaction costs and interest expense was the relative fair value of Rice Midstream Holdings' net assets acquired by EQT and distributed to the Company in the Rice Merger. See Note
2
.
|
|
December 31,
|
||||||
|
2018
|
|
2017
|
||||
|
(Thousands)
|
||||||
Accounts receivable – related parties
|
$
|
175,869
|
|
|
$
|
158,720
|
|
Investment in unconsolidated entity
|
1,510,289
|
|
|
460,546
|
|
||
Preferred Interest
|
114,720
|
|
|
119,127
|
|
||
Accounts payable – related parties
|
34,071
|
|
|
363,058
|
|
||
Capital contribution payable to the MVP Joint Venture
|
169,202
|
|
|
105,734
|
|
9
.
|
Share-based Compensation Plans
|
|
Year Ended December 31, 2018
|
||
|
(Thousands)
|
||
2016 EQT Incentive Performance Share Unit Program
|
$
|
956
|
|
2017 EQT Incentive Performance Share Unit Program
|
1,642
|
|
|
2018 EQT Incentive Performance Share Unit Program
|
906
|
|
|
2017 EQT Value Driver Performance Share Unit Award Program
|
255
|
|
|
2018 EQT Value Driver Performance Share Unit Award Program
|
2,890
|
|
|
Restricted stock awards
|
1,048
|
|
|
Non-qualified stock options
|
201
|
|
|
Other programs, including non-employee director awards
|
2,678
|
|
|
Total share-based compensation expense
|
$
|
10,576
|
|
•
|
the 2016 EQT Incentive Performance Share Unit Program (2016 Incentive PSU Program);
|
•
|
the 2017 EQT Incentive Performance Share Unit Program (2017 Incentive PSU Program); and
|
•
|
the 2018 EQT Incentive Performance Share Unit Program (2018 Incentive PSU Program).
|
•
|
the level of EQT total shareholder return relative to a predefined peer group; and
|
•
|
the cumulative EQT total sales volume growth, in each case, over the performance period.
|
•
|
the level of EQT total shareholder return relative to a predefined peer group;
|
•
|
the level of EQT operating and development cost improvement; and
|
•
|
EQT return on capital employed.
|
Incentive PSU Program
|
|
Settled In
|
|
Accounting Treatment
|
|
Fair Value
(a)
|
|
Risk Free Rate
|
|
Vested/ Payment Date
|
|
Awards Paid
|
|
Value
(Millions)
|
|
Unvested/ Expected Payment Date
(b)
|
|
Awards Outstanding as of December 31, 2018
(c)
|
||||
2016
|
|
Stock
|
|
Equity
|
|
$
|
109.30
|
|
|
1.31
|
%
|
|
N/A
|
|
N/A
|
|
N/A
|
|
First Quarter of 2019
|
|
307,553
|
|
2017
|
|
Stock
|
|
Equity
|
|
$
|
120.60
|
|
|
1.47
|
%
|
|
N/A
|
|
N/A
|
|
N/A
|
|
First Quarter of 2020
|
|
35,728
|
|
2017
|
|
Cash
|
|
Liability
|
|
$
|
59.90
|
|
|
2.61
|
%
|
|
N/A
|
|
N/A
|
|
N/A
|
|
First Quarter of 2020
|
|
84,014
|
|
2018
|
|
Stock
|
|
Equity
|
|
$
|
76.53
|
|
|
1.97
|
%
|
|
N/A
|
|
N/A
|
|
N/A
|
|
First Quarter of 2021
|
|
85,872
|
|
2018
|
|
Cash
|
|
Liability
|
|
$
|
33.87
|
|
|
2.46
|
%
|
|
N/A
|
|
N/A
|
|
N/A
|
|
First Quarter of 2021
|
|
100,435
|
|
(a)
|
Grant date fair value was determined using a Monte Carlo simulation for equity awards. Fair value was determined using a Monte Carlo simulation as of the measurement date for liability awards. For unvested Incentive PSU Programs, the grant date fair value for equity awards and the measurement date fair value for liability awards is as of
December 31, 2018
. The Company recorded
|
(b)
|
Vesting will occur upon payment following the expiration of the performance period, subject to continued service through such date.
|
(c)
|
Represents the number of outstanding units as of
December 31, 2018
, adjusted for forfeitures. The 2016, 2017 and 2018 Incentive PSU Programs to be settled in stock include
203,238
,
30,112
, and
58,160
shares, respectively, for EQT employees that will be settled by the Company under the Employee Matters Agreement. The 2017 and 2018 Incentive PSU Programs to be settled in cash include
46,297
and
54,643
shares, respectively, for EQT employees that will be settled by the Company under the Employee Matters Agreement.
|
|
Year Ended December 31, 2018
|
||
|
(Thousands)
|
||
2016 Incentive PSU Program
|
$
|
80.8
|
|
2017 Incentive PSU Program (liability only)
|
1,046.8
|
|
|
2018 Incentive PSU Program (liability only)
|
304.9
|
|
|
Years Ended December 31,
|
|||||||||||||
|
2018
|
|
2017
|
|
2016
|
|||||||||
Accounting Treatment
|
Liability
(a)
|
|
Equity
|
|
Liability
(a)
|
|
Equity
|
|
Equity
|
|||||
Risk-free rate
|
2.46
|
%
|
|
1.97
|
%
|
|
2.61
|
%
|
|
1.47
|
%
|
|
1.31
|
%
|
Dividend yield
(b)
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
Volatility factor
|
35.70
|
%
|
|
32.60
|
%
|
|
41.17
|
%
|
|
32.30
|
%
|
|
28.43
|
%
|
Expected term
|
2 Years
|
|
|
3 Years
|
|
|
1 Year
|
|
|
3 Years
|
|
|
3 Years
|
|
(a)
|
Information shown for the valuation of the liability plan is as of measurement date.
|
(b)
|
Dividends paid from the beginning of the performance period will be cumulatively added as additional shares of common stock.
|
EQT VDPSU Program
|
|
Settled In
|
|
Accounting Treatment
|
|
Fair Value per Unit
(a)
|
|
Vested/ Payment Date
|
|
Cash Paid
(Millions)
|
|
Unvested/ Expected Payment Date
|
|
Awards Outstanding (Including Accrued Dividends) as of December 31, 2018
(b)
|
|||
2017
|
|
Cash
|
|
Liability
|
|
$
|
20.02
|
|
|
N/A
|
|
N/A
|
|
First Quarter of 2019
|
|
170,966
|
|
2018
|
|
Cash
|
|
Liability
|
|
$
|
20.02
|
|
|
N/A
|
|
N/A
|
|
First Tranche First Quarter of 2019
|
|
205,420
|
|
|
|
|
|
|
|
N/A
|
|
|
N/A
|
|
N/A
|
|
Second Tranche First Quarter of 2020
|
|
205,781
|
|
(a)
|
The fair value per unit is calculated as a weighted average of the Company's and EQT's respective common stock prices on the measurement date.
|
(b)
|
The 2017 and 2018 EQT VDPSU Programs include
94,488
and
194,460
awards, respectively, for EQT employees that will be settled by the Company under the Employee Matters Agreement.
|
|
Year Ended December 31, 2018
|
||
|
(Thousands)
|
||
2017 EQT VDPSU Program
|
$
|
955.4
|
|
2018 EQT VDPSU Program
|
1,903.2
|
|
|
Non-vested Shares
(a)
|
|
Weighted Average Fair Value
|
|
Aggregate Fair Value
|
|||||
Outstanding at January 1, 2018
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Transferred in connection with the Separation
|
157,000
|
|
|
59.85
|
|
|
9,396,455
|
|
||
Vested
|
(8,383
|
)
|
|
61.49
|
|
|
(515,448
|
)
|
||
Forfeited
|
(1,245
|
)
|
|
65.18
|
|
|
(81,149
|
)
|
||
Outstanding at December 31, 2018
|
147,372
|
|
|
$
|
59.71
|
|
|
$
|
8,799,858
|
|
(a)
|
Non-vested shares outstanding at December 31, 2018 included
66,610
shares for EQT employees that will be settled by the Company once vested under the Employee Matters Agreement.
|
|
Years Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Risk-free rate
|
2.25
|
%
|
|
1.95
|
%
|
|
1.67
|
%
|
|||
Dividend yield
|
0.20
|
%
|
|
0.18
|
%
|
|
0.16
|
%
|
|||
Volatility factor
|
26.46
|
%
|
|
27.45
|
%
|
|
28.59
|
%
|
|||
Expected term
|
5 Years
|
|
|
5 Years
|
|
|
5 Years
|
|
|||
Options transferred in connection with the Separation
|
57,440
|
|
|
32,560
|
|
|
105,600
|
|
|||
Weighted average grant date fair value
|
$
|
8.55
|
|
|
$
|
9.89
|
|
|
$
|
8.53
|
|
Total intrinsic value of options exercised (Millions)
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Shares
|
|
Weighted Average Exercise Price
|
|
Weighted Average Remaining Contractual Term
|
|
Aggregate Intrinsic Value
|
||||||
Outstanding at January 1, 2018
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
Transferred in connection with the Separation
|
464,876
|
|
|
38.55
|
|
|
—
|
|
|
—
|
|
||
Exercised
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||
Forfeited
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||
Expired
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||
Outstanding at December 31, 2018
|
464,876
|
|
|
$
|
38.55
|
|
|
5.69 Years
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
||||||
Exercisable at December 31, 2018
|
271,311
|
|
|
$
|
40.63
|
|
|
2.45 Years
|
|
|
$
|
—
|
|
10
.
|
Debt
|
|
December 31, 2018
|
|
December 31, 2017
|
||||||||||||||||||||
|
Principal
|
|
Carrying Value
(a)
|
|
Fair Value
(b)
|
|
Principal
|
|
Carrying Value
(a)
|
|
Fair Value
(b)
|
||||||||||||
|
(Thousands)
|
||||||||||||||||||||||
Equitrans Midstream Credit Facility
|
$
|
16,500
|
|
|
$
|
16,500
|
|
|
$
|
16,500
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
EQGP Working Capital Facility with EQT
|
—
|
|
|
—
|
|
|
—
|
|
|
168
|
|
|
168
|
|
|
168
|
|
||||||
EQM Credit Facility
|
625,000
|
|
|
625,000
|
|
|
625,000
|
|
|
180,000
|
|
|
180,000
|
|
|
180,000
|
|
||||||
RMP Credit Facility
|
—
|
|
|
—
|
|
|
—
|
|
|
286,000
|
|
|
286,000
|
|
|
286,000
|
|
||||||
Total credit facility borrowings
|
$
|
641,500
|
|
|
$
|
641,500
|
|
|
$
|
641,500
|
|
|
$
|
466,168
|
|
|
$
|
466,168
|
|
|
$
|
466,168
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Equitrans Midstream Term Loans
|
$
|
600,000
|
|
|
$
|
568,105
|
|
|
$
|
589,500
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
EQM 4.00% Senior Notes due 2024
|
500,000
|
|
|
495,708
|
|
|
479,950
|
|
|
500,000
|
|
|
494,939
|
|
|
504,110
|
|
||||||
EQM 4.125% Senior Notes due 2026
|
500,000
|
|
|
493,264
|
|
|
454,200
|
|
|
500,000
|
|
|
492,413
|
|
|
501,990
|
|
||||||
EQM 4.75% Senior Notes due 2023
|
1,100,000
|
|
|
1,089,742
|
|
|
1,099,890
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
EQM 5.50% Senior Notes due 2028
|
850,000
|
|
|
839,302
|
|
|
841,526
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
EQM 6.50% Senior Notes due 2048
|
550,000
|
|
|
538,623
|
|
|
549,566
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Total debt
|
4,100,000
|
|
|
4,024,744
|
|
|
4,014,632
|
|
|
1,000,000
|
|
|
987,352
|
|
|
1,006,100
|
|
||||||
Less current portion of debt
|
6,000
|
|
|
6,000
|
|
|
6,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Total long-term debt
|
$
|
4,094,000
|
|
|
$
|
4,018,744
|
|
|
$
|
4,008,632
|
|
|
$
|
1,000,000
|
|
|
$
|
987,352
|
|
|
$
|
1,006,100
|
|
(a)
|
Carrying value of the senior notes and term loans represents principal amount less unamortized debt issuance costs and debt discounts.
|
(b)
|
See Note
1
for a discussion of fair value measurements.
|
11
.
|
Income Taxes
|
|
Years Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
|
(Thousands)
|
||||||||||
Current income tax expense:
|
|
|
|
|
|
||||||
Federal
|
$
|
41,788
|
|
|
$
|
43,794
|
|
|
$
|
94,068
|
|
State
|
16,108
|
|
|
10,239
|
|
|
21,751
|
|
|||
Total current income tax expense
|
57,896
|
|
|
54,033
|
|
|
115,819
|
|
|||
Deferred income tax expense (benefit):
|
|
|
|
|
|
||||||
Federal
|
96,499
|
|
|
148,623
|
|
|
(7,892
|
)
|
|||
State
|
(71,253
|
)
|
|
9,746
|
|
|
(9,684
|
)
|
|||
Total deferred income tax expense (benefit)
|
25,246
|
|
|
158,369
|
|
|
(17,576
|
)
|
|||
Total income tax expense
|
$
|
83,142
|
|
|
$
|
212,402
|
|
|
$
|
98,243
|
|
|
Years Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
|
(Thousands)
|
||||||||||
Income tax expense at statutory rate
|
$
|
124,828
|
|
|
$
|
187,201
|
|
|
$
|
169,860
|
|
Tax Reform Legislation
|
7,443
|
|
|
129,266
|
|
|
—
|
|
|||
State income tax expense
|
21,827
|
|
|
12,710
|
|
|
7,844
|
|
|||
Noncontrolling interests' share of earnings
|
(61,505
|
)
|
|
(116,539
|
)
|
|
(112,672
|
)
|
|||
Impairment of goodwill
|
16,535
|
|
|
—
|
|
|
—
|
|
|||
Rice Midstream Holdings income not subject to tax
|
(26,538
|
)
|
|
(13,460
|
)
|
|
—
|
|
|||
Regulatory (asset) liability
|
(368
|
)
|
|
10,488
|
|
|
35,438
|
|
|||
Other
|
920
|
|
|
2,736
|
|
|
(2,227
|
)
|
|||
Income tax expense
|
$
|
83,142
|
|
|
$
|
212,402
|
|
|
$
|
98,243
|
|
Effective tax rate
|
14.0
|
%
|
|
39.7
|
%
|
|
20.2
|
%
|
|
December 31,
|
||||||
|
2018
|
|
2017
|
||||
|
(Thousands)
|
||||||
Total deferred income tax asset:
|
|
|
|
||||
Net operating loss carryforwards
|
$
|
36,202
|
|
|
$
|
—
|
|
Investment in partnerships
|
559,858
|
|
|
257,128
|
|
||
Other
|
1,261
|
|
|
—
|
|
||
Total excluding valuation allowance
|
597,321
|
|
|
257,128
|
|
||
Valuation allowance
|
—
|
|
|
—
|
|
||
Total net deferred income tax asset
|
$
|
597,321
|
|
|
$
|
257,128
|
|
12
.
|
Concentrations of Credit Risk
|
13
.
|
Commitments and Contingencies
|
|
Three Months Ended
|
||||||||||||||
|
March 31
(a)
|
|
June 30
(a)
|
|
September 30
(a)
|
|
December 31
(a)(b)
|
||||||||
|
(Thousands, except per share amounts)
|
||||||||||||||
2017
|
|
|
|
|
|
|
|
||||||||
Operating revenues
|
$
|
200,072
|
|
|
$
|
196,815
|
|
|
$
|
206,293
|
|
|
$
|
292,378
|
|
Operating income
|
144,096
|
|
|
139,178
|
|
|
141,282
|
|
|
118,494
|
|
||||
Net income (loss)
|
118,982
|
|
|
115,885
|
|
|
115,451
|
|
|
(27,861
|
)
|
||||
Net income (loss) attributable to Equitrans Midstream
|
32,269
|
|
|
34,366
|
|
|
33,334
|
|
|
(127,125
|
)
|
||||
|
|
|
|
|
|
|
|
||||||||
Earnings (loss) per share of common stock attributable to Equitrans Midstream
|
|
|
|
|
|
|
|
||||||||
Basic:
|
|
|
|
|
|
|
|
||||||||
Weighted average common stock outstanding
|
254,432
|
|
|
254,432
|
|
|
254,432
|
|
|
254,432
|
|
||||
Net income (loss)
|
$
|
0.13
|
|
|
$
|
0.14
|
|
|
$
|
0.13
|
|
|
$
|
(0.50
|
)
|
Diluted:
|
|
|
|
|
|
|
|
||||||||
Weighted average common stock outstanding
|
255,033
|
|
|
255,033
|
|
|
255,033
|
|
|
254,432
|
|
||||
Net income (loss)
|
$
|
0.13
|
|
|
$
|
0.13
|
|
|
$
|
0.13
|
|
|
$
|
(0.50
|
)
|
|
Three Months Ended
|
||||||||||||||
|
March 31
(a)
|
|
June 30
(a)
|
|
September 30
(a)
|
|
December 31
(b)
|
||||||||
|
(Thousands, except per share amounts)
|
||||||||||||||
2018
|
|
|
|
|
|
|
|
||||||||
Operating revenues
|
$
|
371,026
|
|
|
$
|
374,697
|
|
|
$
|
364,584
|
|
|
$
|
384,791
|
|
Operating income (loss)
|
249,340
|
|
|
234,868
|
|
|
218,322
|
|
|
(59,446
|
)
|
||||
Net income (loss)
|
223,744
|
|
|
219,607
|
|
|
185,966
|
|
|
(118,040
|
)
|
||||
Net income (loss) attributable to Equitrans Midstream
|
82,729
|
|
|
101,067
|
|
|
82,825
|
|
|
(48,223
|
)
|
||||
|
|
|
|
|
|
|
|
||||||||
Earnings (loss) per share of common stock attributable to Equitrans Midstream
|
|
|
|
|
|
|
|
||||||||
Basic:
|
|
|
|
|
|
|
|
||||||||
Weighted average common stock outstanding
|
254,432
|
|
|
254,432
|
|
|
254,432
|
|
|
254,432
|
|
||||
Net income (loss)
|
$
|
0.33
|
|
|
$
|
0.40
|
|
|
$
|
0.33
|
|
|
$
|
(0.19
|
)
|
Diluted:
|
|
|
|
|
|
|
|
||||||||
Weighted average common stock outstanding
|
255,033
|
|
|
255,033
|
|
|
255,033
|
|
|
254,432
|
|
||||
Net income (loss)
|
$
|
0.32
|
|
|
$
|
0.40
|
|
|
$
|
0.32
|
|
|
$
|
(0.19
|
)
|
(a)
|
For periods prior to the Separation Date, EPS was calculated based on the shares of Equitrans Midstream common stock distributed in connection with the Separation and Distribution and is considered pro forma in nature. Prior to the Separation Date, the Company did not have any issued or outstanding common stock (other than shares owned by EQT).
|
(b)
|
For the quarters ended December 31, 2018 and 2017,
because the Company generated a net loss, the Company's computation of EPS excluded potentially dilutive securities; as such, basic and diluted weighted average common stock outstanding were the same for the
quarters ended December 31, 2018 and 2017.
|
16
.
|
Consolidated Variable Interest Entities
|
•
|
The Company's only cash-generating assets are its partnership interests in EQM; as such, the Company's cash flow is dependent on EQM cash distributions.
|
•
|
Given EQM's expectation that it will derive a substantial majority of its revenues from EQT for the foreseeable future, any event, whether in EQM's areas of operations or otherwise, that adversely affects EQT's production, financial condition, leverage, results of operations or cash flows may adversely affect EQM's ability to sustain or increase cash distributions to its unitholders, including the Company;
|
•
|
Gathering, transmission and water services are subject to extensive regulation, environmental and otherwise, by federal, state and local authorities, which may expose EQM to significant costs and liabilities;
|
•
|
Expanding EQM's business through construction of midstream assets subjects EQM to risks. If EQM does not complete its planned expansion projects on schedule, at the budgeted cost or at all, its business, financial condition, results of operations, liquidity and ability to make quarterly cash distributions to its unitholders, including the Company, may be adversely affected and Company's and EQM's future growth may be limited;
|
•
|
EQM is subject to hazards and operational risks, including, but not limited to, ruptures, fires, explosions and leaks to pipelines, facilities, equipment and surrounding properties caused by natural disasters, adverse weather, acts of sabotage and terrorism and inadvertent error; and
|
•
|
Certain services EQM provides on its transmission and storage system are subject to long-term, fixed-price negotiated rate contracts that are not subject to adjustment, regardless of whether EQM's cost to perform such a service exceeds the revenues received; as a result, EQM's costs could exceed the revenues received.
|
|
December 31,
|
||||||
|
2018
|
|
2017
(a)
|
||||
|
(Thousands)
|
||||||
ASSETS
|
|
|
|
|
|
||
Cash and cash equivalents
|
$
|
17,515
|
|
|
$
|
2,557
|
|
Accounts receivable
(a)
|
254,390
|
|
|
132,108
|
|
||
Other current assets
|
14,909
|
|
|
12,662
|
|
||
Net property, plant and equipment
|
5,806,628
|
|
|
2,804,059
|
|
||
Investment in unconsolidated entity
|
1,510,289
|
|
|
460,546
|
|
||
Goodwill
|
1,123,813
|
|
|
—
|
|
||
Net intangible assets
|
576,113
|
|
|
—
|
|
||
Other assets
|
152,464
|
|
|
136,895
|
|
||
LIABILITIES
|
|
|
|
||||
Accounts payable
(a)
|
$
|
207,877
|
|
|
$
|
78,713
|
|
Capital contribution payable to the MVP Joint Venture
|
169,202
|
|
|
105,734
|
|
||
Accrued interest
|
80,199
|
|
|
10,926
|
|
||
Accrued liabilities
|
20,672
|
|
|
16,871
|
|
||
Credit facility borrowings
|
625,000
|
|
|
180,000
|
|
||
EQM Senior notes
|
3,456,639
|
|
|
987,352
|
|
||
Regulatory and other long-term liabilities
|
38,724
|
|
|
20,273
|
|
(a)
|
Amounts as of December 31, 2017 have not been recast to include the results of the EQM-RMP Mergers and Drop-Down Transaction.
|
(b)
|
Accounts receivable and accounts payable as of December 31, 2018 and 2017 included
$174.8 million
and
$103.3 million
, respectively, of receivables due from EQT and
$34.0 million
and
$31.7 million
, respectively, of payables due to EQT that were for the use or obligation of EQM, respectively, on that date.
|
|
Years Ended December 31,
|
||||||||||
|
2018
|
|
2017
(a)
|
|
2016
|
||||||
|
(Thousands)
|
||||||||||
Operating revenues
|
$
|
1,495,098
|
|
|
$
|
826,522
|
|
|
$
|
732,272
|
|
Operating expenses
|
768,445
|
|
|
245,032
|
|
|
204,416
|
|
|||
Other (expenses) income
|
(55,305
|
)
|
|
(9,586
|
)
|
|
10,098
|
|
|||
Net income
|
$
|
671,348
|
|
|
$
|
571,904
|
|
|
$
|
537,954
|
|
|
|
|
|
|
|
||||||
Net cash provided by operating activities
|
$
|
1,187,239
|
|
|
$
|
650,550
|
|
|
$
|
537,904
|
|
Net cash used in investing activities
|
(2,950,254
|
)
|
|
(456,968
|
)
|
|
(732,033
|
)
|
|||
Net cash provided by (used in) financing activities
|
1,725,930
|
|
|
(251,393
|
)
|
|
(106,459
|
)
|
(a)
|
Amounts for the year ended December 31, 2017 have not been recast to include the results of the EQM-RMP Mergers and Drop-Down Transaction.
|
1
|
|
Financial Statements
|
Page
Reference
|
|
Statements of Consolidated Comprehensive Income for the Years Ended December 31, 2018, 2017 and 2016
|
||
|
Statements of Consolidated Cash Flows for the Years Ended December 31, 2018, 2017 and 2016
|
||
|
Consolidated Balance Sheets as of December 31, 2018 and 2017
|
||
|
Statements of Consolidated Equity for the Years Ended December 31, 2018, 2017 and 2016
|
||
|
Notes to Consolidated Financial Statements
|
||
|
|
|
|
2
|
|
Financial Statement Schedules
|
|
|
All schedules are omitted since the subject matter thereof is either not present or is not present in amounts sufficient to require submission of the schedules.
|
|
|
|
|
|
|
3
|
|
Exhibits
|
|
|
The exhibits referenced below are filed (or, as applicable, furnished) as part of this Annual Report on Form 10-K.
|
|
Exhibit No.
|
|
|
Document Description
|
|
Method of Filing
|
|
|
Separation and Distribution Agreement, dated as of November 12, 2018, by and among EQT Corporation, Equitrans Midstream Corporation and, solely for certain limited purposes therein, EQT Production Company.
|
|
Incorporated herein by reference to Exhibit 2.1 to Form 8-K (#001-38629) filed on November 13, 2018.
|
|
|
|
Transition Services Agreement, dated as of November 12, 2018, by and between EQT Corporation and Equitrans Midstream Corporation.
|
|
Incorporated herein by reference to Exhibit 2.2 to Form 8-K (#001-38629) filed on November 13, 2018.
|
|
|
|
Tax Matters Agreement, dated as of November 12, 2018, by and between EQT Corporation and Equitrans Midstream Corporation.
|
|
Incorporated herein by reference to Exhibit 2.3 to Form 8-K (#001-38629) filed on November 13, 2018.
|
|
|
|
Employee Matters Agreement, dated as of November 12, 2018, by and between EQT Corporation and Equitrans Midstream Corporation.
|
|
Incorporated herein by reference to Exhibit 2.4 to Form 8-K (#001-38629) filed on November 13, 2018.
|
|
|
Agreement and Plan of Merger, dated as of April 25, 2018, by and among EQM Midstream Partners, LP (formerly known as EQT Midstream Partners, LP), EQM Midstream Services, LLC (formerly known as EQT Midstream Services, LLC), EQM Acquisition Sub, LLC, EQM GP Acquisition Sub, LLC, RM Partners LP (formerly known as Rice Midstream Partners LP), EQM Midstream Management LLC (formerly known as Rice Midstream Management LLC) and, solely for purposes of certain provisions therein, EQT Corporation. EQM Midstream Partners, LP (formerly known as EQT Midstream Partners, LP) will furnish supplementally a copy of any omitted schedule and similar attachment to the SEC upon request.
|
|
Incorporated herein by reference to Exhibit 2.1 to EQGP Holdings, LP's Form 8-K (#001-37380) filed on April 26, 2018.
|
|
|
|
Incentive Distribution Rights Purchase and Sale Agreement, dated as of April 25, 2018, by and among EQGP Holdings, LP (formerly known as EQT GP Holdings, LP), Rice Midstream GP Holdings LP and EQT Corporation.
|
|
Incorporated herein by reference to Exhibit 2.3 to EQGP Holdings, LP's Form 8-K (#001-37380) filed on April 26, 2018.
|
|
|
|
Contribution and Sale Agreement, dated as of April 25, 2018, by and among EQT Corporation, Rice Midstream Holdings LLC, EQM Midstream Partners, LP (formerly known as EQT Midstream Partners, LP) and EQM Gathering Holdings, LLC. EQM Midstream Partners, LP will furnish supplementally a copy of any omitted schedule and similar attachment to the SEC upon request.
|
|
Incorporated herein by reference to Exhibit 2.2 to EQGP Holdings, LP's Form 8-K (#001-37380) filed on April 26, 2018.
|
|
|
|
Contribution and Sale Agreement, dated as of March 10, 2015, by and among EQM Midstream Partners, LP (formerly known as EQT Midstream Partners, LP), EQM Midstream Services, LLC (formerly known as EQT Midstream Services, LLC), EQM Gathering Opco, LLC, EQT Corporation, EQT Gathering, LLC, EQT Energy Supply Holdings, LP, and EQT Energy, LLC. EQT GP Holdings, LP will furnish supplementally a copy of any omitted schedule and similar attachment to the SEC upon request.
|
|
Incorporated herein by reference to Exhibit 2.1 to EQT Midstream Partners, LP's Form 8-K (#001-35574) filed on March 10, 2015.
|
|
|
|
Amendment No. 1 to Contribution and Sale Agreement, dated as of March 30, 2017, by and among EQM Midstream Partners, LP (formerly known as EQT Midstream Partners, LP), EQM Midstream Services, LLC (formerly known as EQT Midstream Services, LLC), EQM Gathering Opco, LLC, EQT Corporation, EQT Gathering, LLC, EQT Energy Supply Holdings, LP, and EQT Energy, LLC.
|
|
Incorporated herein by reference to Exhibit 2.1 to EQT Midstream Partners, LP's Form 10-Q (#001-35574) for the quarterly period ended March 31, 2017.
|
|
|
|
Purchase and Sale Agreement, dated as of October 13, 2016, by and among EQT Corporation, EQT Gathering Holdings, LLC, EQT Gathering, LLC, EQM Midstream Partners, LP (formerly known as EQT Midstream Partners, LP), Equitrans Investments, LLC, Equitrans, L.P. and EQM Gathering Opco, LLC. EQT GP Holdings, LP will furnish supplementally a copy of any omitted schedule and similar attachment to the SEC upon request.
|
|
Incorporated herein by reference to Exhibit 2.1 to EQT Midstream Partners, LP's Form
8-K (#001-35574) filed on October 13, 2016.
|
|
|
|
Agreement and Plan of Merger, dated February 13, 2019, by and among Equitrans Midstream Corporation, EQM Midstream Services, LLC, EQM Midstream Partners, LP, EQGP Services, LLC, EQGP Holdings, LP and the other parties thereto. Equitrans Midstream Corporation will furnish supplementally a copy of any omitted schedule and similar attachment to the SEC upon request.
|
|
Incorporated herein by reference to Exhibit 2.1 to Form 8-K (#001-38629) filed on February 14, 2019.
|
|
|
|
Amended and Restated Articles of Incorporation of Equitrans Midstream Corporation.
|
|
Incorporated herein by reference to Exhibit 3.1 to Form 8-K (#001-38629) filed on November 13, 2018.
|
|
|
|
Amended and Restated Bylaws of Equitrans Midstream Corporation.
|
|
Incorporated herein by reference to Exhibit 3.1 to Form 8-K (#001-38629) filed on February 8, 2019.
|
|
|
|
Statement with Respect to Shares of Series A Junior Participating Preferred Stock.
|
|
Incorporated herein by reference to Exhibit 3.3 to Equitrans Midstream Corporation's Form 8-K (#001-38629) filed on November 13, 2018.
|
|
|
Certificate of Amendment to Certificate of Limited Partnership of EQGP Holdings, LP (formerly known as EQT GP Holdings, LP), dated as of October 12, 2018.
|
|
Incorporated herein by reference to Exhibit 3.1 to EQGP Holdings, LP's Form 8-K (#001-37380) filed on October 15, 2018.
|
|
|
|
Certificate of Amendment to Certificate of Formation of EQGP Services, LLC (formerly known as EQT GP Services, LLC), dated as of October 12, 2018.
|
|
Incorporated herein by reference to Exhibit 3.2 to EQGP Holdings, LP's Form 8-K (#001-37380) filed on October 15, 2018.
|
|
|
|
Certificate of Amendment to Certificate of Limited Partnership of EQM Midstream Partners, LP (formerly known as EQT Midstream Partners, LP), dated as of October 12, 2018.
|
|
Incorporated herein by reference to Exhibit 3.1 to EQM Midstream Partners, LP's Form 8-K (#001-35574) filed on October 15, 2018.
|
|
|
|
Certificate of Amendment to Certificate of Formation of EQM Midstream Services, LLC (formerly known as EQT Midstream Services, LLC), dated as of October 12, 2018.
|
|
Incorporated herein by reference to Exhibit 3.2 to EQM Midstream Partners, LP's Form 8-K (#001-35574) filed on October 15, 2018.
|
|
|
|
Second Amended and Restated Agreement of Limited Partnership of EQGP Holdings, LP, dated as of October 12, 2018.
|
|
Incorporated herein by reference to Exhibit 3.3 to EQGP Holdings, LP's Form 8-K (#001-37380) filed on October 15, 2018.
|
|
|
|
Second Amended and Restated Limited Liability Company Agreement of EQGP Services, LLC, dated as of October 12, 2018.
|
|
Incorporated herein by reference to Exhibit 3.4 to EQGP Holdings, LP's Form 8-K (#001-37380) filed on October 15, 2018.
|
|
|
|
Second Amended and Restated Agreement of Limited Partnership of EQM Midstream Partners, LP, dated as of October 12, 2018.
|
|
Incorporated herein by reference to Exhibit 3.3 to EQM Midstream Partners, LP's Form 8-K (#001-35574) filed on October 15, 2018.
|
|
|
|
Fourth Amended and Restated Limited Liability Company Agreement of EQM Midstream Services, LLC, dated as of October 12, 2018.
|
|
Incorporated herein by reference to Exhibit 3.4 to EQM Midstream Partners, LP's Form 8-K (#001-35574) filed on October 15, 2018.
|
|
|
|
Certificate of Limited Partnership of EQM Midstream Partners, LP (formerly known as EQT Midstream Partners, LP).
|
|
Incorporated herein by reference to Exhibit 3.1 to EQM Midstream Partners, LP's (formerly known as EQT Midstream Partners, LP) Form S-1 Registration Statement (#333-179487) filed on February 13, 2012.
|
|
|
|
Certificate of Formation of EQM Midstream Services, LLC (formerly known as EQT Midstream Services, LLC).
|
|
Incorporated herein by reference to Exhibit 3.3 to EQM Midstream Partners, LP's (formerly known as EQT Midstream Partners, LP) Form S-1 Registration Statement (#333-179487) filed on February 13, 2012.
|
|
|
|
Certificate of Limited Partnership of EQGP Holdings, LP (formerly known as EQT GP Holdings, LP).
|
|
Incorporated herein by reference to Exhibit 3.1 to EQGP Holdings, LP's (formerly known as EQT GP Holdings, LP) Form S-1 Registration Statement (#333-202053) filed on February 12, 2015
|
|
|
|
Certificate of Formation of EQGP Services, LLC (formerly known as EQT GP Services, LLC).
|
|
Incorporated herein by reference to Exhibit 3.3 to EQT GP Holdings, LP's Form S-1 Registration Statement
(#333-202053) filed on February 12, 2015.
|
|
|
Indenture, dated as of August 1, 2014, by and among EQM Midstream Partners, LP (formerly known as EQT Midstream Partners, LP), as issuer, the subsidiaries of EQM Midstream Partners, LP (formerly known as EQT Midstream Partners, LP) party thereto, and The Bank of New York Mellon Trust Company, N.A., as trustee.
|
|
Incorporated herein by reference to Exhibit 4.1 to EQM Midstream Partners, LP's Form 8-K (#001-35574) filed on August 1, 2014.
|
|
|
|
First Supplemental Indenture, dated as of August 1, 2014, by and among EQM Midstream Partners, LP (formerly known as EQT Midstream Partners, LP), as issuer, the subsidiaries of EQM Midstream Partners, LP (formerly known as EQT Midstream Partners, LP) party thereto, and The Bank of New York Mellon Trust Company, N.A., as trustee.
|
|
Incorporated herein by reference to Exhibit 4.2 to EQM Midstream Partners, LP's Form 8-K (#001-35574) filed on August 1, 2014.
|
|
|
|
Second Supplemental Indenture, dated as of November 4, 2016, by and between EQM Midstream Partners, LP (formerly known as EQT Midstream Partners, LP), as issuer, and The Bank of New York Mellon Trust Company, N.A., as trustee.
|
|
Incorporated herein by reference to Exhibit 4.2 to EQM Midstream Partners, LP's Form 8-K (#001-35574) filed on November 4, 2016.
|
|
|
|
Third Supplemental Indenture, dated as of June 25, 2018, by and between EQM Midstream Partners, LP (formerly known as EQT Midstream Partners, LP), as issuer, and The Bank of New York Mellon Trust Company, N.A., as trustee.
|
|
Incorporated herein by reference to Exhibit 4.2 to EQM Midstream Partners, LP's Form 8-K (#001-35574) filed on June 25, 2018.
|
|
|
|
Fourth Supplemental Indenture, dated as of June 25, 2018, by and between EQM Midstream Partners, LP (formerly known as EQT Midstream Partners, LP), as issuer, and The Bank of New York Mellon Trust Company, N.A., as trustee.
|
|
Incorporated herein by reference to Exhibit 4.4 to EQM Midstream Partners, LP's Form 8-K (#001-35574) filed on June 25, 2018.
|
|
|
|
Fifth Supplemental Indenture, dated as of June 25, 2018, by and between EQM Midstream Partners, LP (formerly known as EQT Midstream Partners, LP), as issuer, and The Bank of New York Mellon Trust Company, N.A., as trustee.
|
|
Incorporated herein by reference to Exhibit 4.6 to EQM Midstream Partners, LP's Form 8-K (#001-35574) filed on June 25, 2018.
|
|
|
|
Shareholder and Registration Rights Agreement, dated as of November 12, 2018, by and between EQT Corporation and Equitrans Midstream Corporation.
|
|
Incorporated herein by reference to Exhibit 4.1 to Form 8-K (#001-38629) filed on November 13, 2018.
|
|
|
|
Rights Agreement, dated as of November 13, 2018, by and between Equitrans Midstream Corporation and American Stock Transfer & Trust Company, LLC, which includes the form of Statement of Designation as Exhibit A, the form of Right Certificate as Exhibit B and the Summary of Rights to Purchase Preferred Shares as Exhibit C.
|
|
Incorporated herein by reference to Exhibit 4.2 to Form 8-K (#001-38629) filed on November 13, 2018.
|
|
|
|
EQM Midstream Services, LLC (formerly known as EQT Midstream Services, LLC) 2012 Long-Term Incentive Plan, dated as of July 2, 2012.
|
|
Incorporated herein by reference to Exhibit 10.5 to EQM Midstream Partners, LP's Form 8-K (#001-35574) filed on July 2, 2012.
|
|
|
|
Form of EQM Midstream Partners, LP (formerly known as EQT Midstream Partners, LP) Phantom Unit Award Agreement.
|
|
Incorporated herein by reference to Exhibit 10.6 to Amendment No. 2 to EQM Midstream Partners, LP's Form S-1 Registration Statement (#333-179487) filed on May 10, 2012.
|
|
|
|
Form of EQM Midstream Services, LLC (formerly known as EQT Midstream Services, LLC) Director and/or Executive Officer Indemnification Agreement.
|
|
Incorporated herein by reference to Exhibit 10.15 to Amendment No. 3 to EQM Midstream Partners, LP's Form S-1 Registration Statement (#333-179487) filed on June 5, 2012.
|
|
|
|
EQGP Services, LLC (formerly known as EQT GP Services, LLC) 2015 Long-Term Incentive Plan, dated as of May 15, 2015.
|
|
Incorporated herein by reference to Exhibit 10.3 to EQGP Holdings, LP's Form 8-K (#001-37380) filed on May 15, 2015.
|
|
|
Form of EQGP Holdings, LP (formerly known as EQT GP Holdings, LP) Phantom Unit Award Agreement.
|
|
Incorporated herein by reference to Exhibit 10.5 to Amendment No. 1 to EQGP Holdings, LP's Form S-1/A Registration Statement (#333-202053) filed on April 1, 2015.
|
|
|
|
Form of EQGP Services, LLC (formerly known as EQT GP Services, LLC) Director and/or Executive Officer Indemnification Agreement.
|
|
Incorporated herein by reference to Exhibit 10.3 to Amendment No. 1 to EQGP Holdings, LP's Form S-1/A Registration Statement (#333-202053) filed on April 1, 2015.
|
|
|
|
Revolving Credit Agreement, dated as of October 31, 2018, by and among Equitrans Midstream Corporation, PNC Bank, National Association, as Administrative Agent, Swing Line Lender and an L/C Issuer, and the other lenders party thereto.
|
|
Incorporated herein by reference to Exhibit 10.1 to Form 8-K (#001-38629) filed on October 31, 2018.
|
|
|
|
First Amendment to Credit Agreement, dated as of December 31, 2018, by and among Equitrans Midstream Corporation, the lender parties thereto, and PNC Bank, National Association, as Administrative Agent.
|
|
Incorporated herein by reference to Exhibit 10.2 to Form 8-K (#001-38629) filed on December 31, 2018.
|
|
|
|
Credit Agreement, dated as of December 31, 2018, by and among Equitrans Midstream Corporation, Goldman Sachs Bank USA, as Administrative Agent and Initial Lender, PNC Bank, National Association, as Collateral Agent, and the other lenders from time to time party thereto.
|
|
Incorporated herein by reference to Exhibit 10.1 Form 8-K (#001-38629) filed on December 31, 2018.
|
|
|
|
Third Amended and Restated Credit Agreement, dated as of October 31, 2018, by and among EQM Midstream Partners, LP, Wells Fargo Bank, National Association, as Administrative Agent, Swing Line Lender and an L/C Issuer, and the other lenders party thereto.
|
|
Incorporated herein by reference to Exhibit 10.1 to EQM Midstream Partners, LP's Form 8-K (#001-35574) filed on October 31, 2018.
|
|
|
|
364-Day Term Loan Agreement, dated as of April 25, 2018, by and among EQM Midstream Partners, LP (formerly known as EQT Midstream Partners, LP), Wells Fargo Bank, National Association, as Administrative Agent and a lender, and the other lenders party thereto.
|
|
Incorporated herein by reference to Exhibit 10.1 to EQM Midstream Partners, LP's Form 8-K (#001-35574) filed on April 26, 2018.
|
|
|
|
Sublease Agreement, effective as of March 1, 2011, by and between Equitrans, L.P. and EQT Production Company.
|
|
Incorporated herein by reference to Exhibit 10.12 to Amendment No. 2 to EQM Midstream Partners, LP's Form S-1/A Registration Statement (#333-179487) filed on May 10, 2012.
|
|
|
|
Amendment of Sublease Agreement, dated as of April 5, 2012, by and between Equitrans, L.P. and EQT Production Company.
|
|
Incorporated herein by reference to Exhibit 10.13 to Amendment No. 2 to EQM Midstream Partners, LP's Form S-1/A Registration Statement (#333-179487) filed on May 10, 2012.
|
|
|
|
EQT Guaranty dated as of April 25, 2012, executed by EQT Corporation in favor of Equitrans, L.P.
|
|
Incorporated herein by reference to Exhibit 10.11 to Amendment No. 2 to EQM Midstream Partners, LP's Form S-1/A Registration Statement (#333-179487) filed on May 10, 2012.
|
|
|
|
Transportation Service Agreement Applicable to Firm Transportation Service Under Rate Schedule FTS, Contract No. EQTR 18679-852, dated as of December 20, 2013, by and between Equitrans, L.P. and EQT Energy, LLC.
|
|
Incorporated herein by reference to Exhibit 10.16 to EQM Midstream Partners, LP's Form 10-K (#001-35574) for the year ended December 31, 2013.
|
|
|
Transportation Service Agreement Applicable to Firm Transportation Service Under Rate Schedule FTS, Contract No. EQTR 20242-852, dated as of September 24, 2014, by and between Equitrans, L.P. and EQT Energy, LLC.
|
|
Incorporated herein by reference to Exhibit 10.5 to EQM Midstream Partners, LP's Form 10-Q (#001-35574) for the quarterly period ended September 30, 2015.
|
|
|
|
Transportation Service Agreement Applicable to Firm Transportation Service Under Rate Schedule FTS, Contract No. CW2250463-1296, dated as of January 8, 2016, as amended through December 20, 2017, by and between Equitrans, L.P. and EQT Energy, LLC.
|
|
Incorporated herein by reference to Exhibit 10.13 to EQM Midstream Partners, LP's Form 10-K (#001-35574) for the year ended December 31, 2017.
|
|
|
|
Jupiter Gas Gathering Agreement, effective as of May 1, 2014, by and among EQT Production Company and EQT Energy, LLC, on the one hand, and EQM Gathering Opco, LLC (as assignee of EQT Gathering, LLC), on the other hand. Specific items in this exhibit have been redacted, as marked by three asterisks [***], because confidential treatment for those items has been granted by the SEC. The redacted material has been separately filed with the SEC.
|
|
Incorporated herein by reference to Exhibit 10.1 to EQM Midstream Partners, LP's Form 10-Q (#001-35574) for the quarterly period ended June 30, 2014.
|
|
|
|
Amendment No. 1 to Jupiter Gas Gathering Agreement, dated as of December 17, 2014, by and among EQT Production Company and EQT Energy, LLC, on the one hand, and EQM Gathering Opco, LLC, on the other hand.
|
|
Incorporated herein by reference to Exhibit 10.24(b) to EQM Midstream Partners, LP's Form 10-K (#001-35574) for the year ended December 31, 2015.
|
|
|
|
Amendment No. 2 to Jupiter Gas Gathering Agreement, dated as of October 26, 2015, by and among EQT Production Company and EQT Energy, LLC, on the one hand, and EQM Gathering Opco, LLC, on the other hand. Specific items in this exhibit have been redacted, as marked by three asterisks [***], because confidential treatment for those items has been granted by the SEC. The redacted material has been separately filed with the SEC.
|
|
Incorporated herein by reference to Exhibit 10.24(c) to EQM Midstream Partners, LP's Form 10-K (#001-35574) for the year ended December 31, 2015.
|
|
|
|
Amendment No. 3 to Jupiter Gas Gathering Agreement, dated as of August 1, 2016, by and among EQT Production Company and EQT Energy, LLC, on the one hand, and EQM Gathering Opco, LLC, on the other hand. Specific items in this exhibit have been redacted, as marked by three asterisks [***], because confidential treatment for those items has been granted by the SEC. The redacted material has been separately filed with the SEC.
|
|
Incorporated herein by reference to Exhibit 10.2 to EQM Midstream Partners, LP's Form 10-Q (#001-35574) for the quarterly period ended September 30, 2016.
|
|
|
|
Amendment No. 4 to Jupiter Gas Gathering Agreement, dated as of June 1, 2017, by and among EQT Production Company and EQT Energy, LLC, on the one hand, and EQM Gathering Opco, LLC, on the other hand.
|
|
Incorporated herein by reference to Exhibit 10.2 to EQM Midstream Partners, LP's Form 10-Q (#001-35574) for the quarterly period ended June 30, 2017.
|
|
|
|
Amendment No. 5 to Jupiter Gas Gathering Agreement, dated as of October 1, 2017, by and among EQT Production Company and EQT Energy, LLC, on the one hand, and EQM Gathering Opco, LLC, on the other hand. Specific items in this exhibit have been redacted, as marked by three asterisks [***], because confidential treatment for those items has been requested from the SEC. The redacted material has been separately filed with the SEC.
|
|
Incorporated herein by reference to Exhibit 10.14(f) to EQM Midstream Partners, LP's Form 10-K (#001-35574) for the year ended December 31, 2017.
|
|
|
|
Gas Gathering Agreement for the Mercury, Pandora, Pluto and Saturn Gas Gathering Systems, effective as of March 1, 2015, by and among EQT Production Company and EQT Energy, LLC, on the one hand, and EQM Gathering Opco, LLC (as assignee of EQT Gathering, LLC), on the other hand. Specific items in this exhibit have been redacted, as marked by three asterisks [***], because confidential treatment for those items has been requested from the SEC. The redacted material has been separately filed with the SEC.
|
|
Incorporated herein by reference to Exhibit 10.2 to EQM Midstream Partners, LP's Form 8-K (#001-35574) filed on March 31, 2015.
|
|
|
|
Amendment No. 1 to Gas Gathering Agreement for the Mercury, Pandora, Pluto and Saturn Gas Gathering Systems, dated as of September 18, 2015, by and among EQT Production Company and EQT Energy, LLC, on the one hand, and EQM Gathering Opco, LLC, on the other hand.
|
|
Incorporated herein by reference to Exhibit 10.25(b) to EQM Midstream Partners, LP's Form 10-K (#001-35574) for the year ended December 31, 2015.
|
|
|
Amendment No. 2 to Gas Gathering Agreement for the Mercury, Pandora, Pluto and Saturn Gas Gathering Systems, dated as of March 30, 2017, by and among EQT Production Company and EQT Energy, LLC, on the one hand, and EQM Gathering Opco, LLC, on the other hand. Specific items in this exhibit have been redacted, as marked by three asterisks [***], because confidential treatment for those items has been requested from the SEC. The redacted material has been separately filed with the SEC.
|
|
Incorporated herein by reference to Exhibit 10.1 to EQM Midstream Partners, LP's Form 10-Q (#001-35574) for the quarterly period ended March 31, 2017.
|
|
|
|
Gas Gathering Agreement for the WG-100 Gas Gathering System, effective as of March 1, 2015, by and among EQT Production Company and EQT Energy, LLC, on the one hand, and EQM Gathering Opco, LLC (as assignee of EQT Gathering, LLC), on the other hand. Specific items in this exhibit have been redacted, as marked by three asterisks [***], because confidential treatment for those items has been requested from the SEC. The redacted material has been separately filed with the SEC.
|
|
Incorporated herein by reference to Exhibit 10.3 to EQM Midstream Partners, LP's Form 8-K (#001-35574) filed on March 31, 2015.
|
|
|
|
Amendment No. 1 to Gas Gathering Agreement for the WG-100 Gas Gathering System, dated as of April 1, 2017, by and among EQT Production Company and EQT Energy, LLC, on the one hand, and EQM Gathering Opco, LLC, on the other hand.
|
|
Incorporated herein by reference to Exhibit 10.1 to EQM Midstream Partners, LP's Form 10-Q (#001-35574) for the quarterly period ended June 30, 2017.
|
|
|
|
Gas Gathering and Compression Agreement, dated as of December 22, 2014, by and among Rice Drilling B LLC, RM Partners LP (formerly known as Rice Midstream Partners LP) and Alpha Shale Resources LP.
|
|
Incorporated herein by reference to Exhibit 10.3 to Rice Midstream Partners LP's Form 8-K (#001-36789) filed on December 22, 2014.
|
|
|
|
First Amendment to Gas Gathering and Compression Agreement, effective as of October 19, 2016, by and among Rice Drilling B LLC, Alpha Shale Resources LP and RM Partners LP (formerly known as Rice Midstream Partners LP). Specific items in this exhibit have been redacted, as marked by three asterisks [***], because confidential treatment for those items has been requested from the SEC. The redacted material has been separately filed with the SEC.
|
|
Incorporated herein by reference to Exhibit 10.50 to Registration Statement on Form 10-12B/A (#001-38629) filed on September 24, 2018.
|
|
|
|
Sixth Amended and Restated Cracker Jack Gas Gathering Agreement, dated as of February 28, 2017, by and among EQM Poseidon Midstream LLC (formerly known as Rice Poseidon Midstream LLC), EQT Energy, LLC and EQT Production Company. Specific items in this exhibit have been redacted, as marked by three asterisks [***], because confidential treatment for those items has been requested from the SEC. The redacted material has been separately filed with the SEC.
|
|
Incorporated herein by reference to Exhibit 10.14 to Rice Midstream Partners LP 's Form 10-K (#001-36789) for the year ended December 31, 2017.
|
|
|
|
Second Amended and Restated Gas Gathering and Compression Agreement, dated as of March 31, 2017, by and between Rice Drilling D LLC and EQM Olympus Midstream LLC (formerly known as Rice Olympus Midstream LLC). Specific items in this exhibit have been redacted, as marked by three asterisks [***], because confidential treatment for those items has been granted by the SEC. The redacted material has been separately filed with the SEC.
|
|
Incorporated herein by reference to Exhibit 10.3 to EQM Midstream Partners, LP's Form 10-Q (#001-35574) for the quarterly period ended June 30, 2018.
|
|
|
|
Amended and Restated Water Services Agreement, dated as of November 4, 2015, by and between Rice Drilling D LLC and Rice Water Services (PA) LLC.
|
|
Incorporated herein by reference to Exhibit 10.2 to Rice Midstream Partners LP's Form 8-K (#001-36789) filed on November 5, 2015.
|
|
|
|
Amended and Restated Water Services Agreement, dated as of November 4, 2015, by and between Rice Drilling B LLC and Rice Water Services (OH) LLC.
|
|
Incorporated herein by reference to Exhibit 10.3 to Rice Midstream Partners, LP's Form 8-K (#001-36789) filed on November 5, 2015.
|
|
|
|
Third Amended and Restated Limited Liability Company Agreement of Mountain Valley Pipeline, LLC, dated as of April 6, 2018, by and among MVP Holdco, LLC, US Marcellus Gas Infrastructure, LLC, WGL Midstream, Inc., Con Edison Gas Pipeline and Storage, LLC, RGC Midstream, LLC and Mountain Valley Pipeline, LLC. Specific items in this exhibit have been redacted, as marked by three asterisks [***], because confidential treatment for those items has been granted by the SEC. The redacted material has been separately filed with the SEC.
|
|
Incorporated herein by reference to Exhibit 10.1 to EQM Midstream Partners, LP's Form 10-Q/A (#001-35574) for the quarterly period ended March 31, 2018.
|
|
|
Assignment and Assumption Agreement, dated as of March 30, 2015, by and among Equitrans Gathering, LLC (formerly known as EQT Gathering, LLC), EQM Midstream Partners, LP (formerly known as EQT Midstream Partners, LP) and MVP Holdco, LLC.
|
|
Incorporated herein by reference to Exhibit 10.3 to EQM Midstream Partners, LP's Form 10-Q (#001-35574) for the quarterly period ended March 31, 2015.
|
|
|
|
Omnibus Agreement, dated as of May 15, 2015, by and among EQGP Holdings, LP (formerly known as EQT GP Holdings, LP), EQGP Services, LLC (formerly known as EQT GP Services, LLC) and EQT Corporation.
|
|
Incorporated herein by reference to Exhibit 10.1 to EQGP Holdings, LP's Form 8-K (#001-37380) filed on May 15, 2015.
|
|
|
|
Secondment Agreement, dated as of December 7, 2017, by and among EQT Corporation, Equitrans Gathering, LLC (formerly known as EQT Gathering, LLC), Equitrans, L.P., EQM Midstream Partners, LP (formerly known as EQT Midstream Partners, LP), and EQM Midstream Services, LLC (formerly known as EQT Midstream Services, LLC).
|
|
Incorporated herein by reference to Exhibit 10.1 to EQM Midstream Partners, LP's Form 8-K (#001-35574) filed on December 8, 2017.
|
|
|
|
Amended and Restated Omnibus Agreement, dated November 13, 2018, among EQT Corporation, EQM Midstream Partners, LP and EQM Midstream Services, LLC.
|
|
Incorporated herein by reference to Exhibit 10.1 to EQM Midstream Partners, LP's Form 8-K (#001-35574) filed on November 13, 2018.
|
|
|
|
Second Amended and Restated Omnibus Agreement, dated November 13, 2018, among EQT Corporation, RM Partners LP, EQM Midstream Management LLC, and EQM Poseidon Midstream LLC.
|
|
Incorporated herein by reference to Exhibit 10.2 to EQM Midstream Partners, LP's Form 8-K (#001-35574) filed on November 13, 2018.
|
|
|
|
Omnibus Agreement, dated as of November 13, 2018, by and among Equitrans Midstream Corporation, EQGP Holdings, LP, EQGP Services, LLC and, for certain limited purposes, EQM Midstream Partners, LP.
|
|
Incorporated herein by reference to Exhibit 10.1 to Form 8-K (#001-38629) filed on November 13, 2018.
|
|
|
|
Omnibus Agreement, dated as of November 13, 2018, by and among Equitrans Midstream Corporation, EQM Midstream Partners, LP and EQM Midstream Services, LLC.
|
|
Incorporated herein by reference to Exhibit 10.2 to Form 8-K (#001-38629) filed on November 13, 2018.
|
|
|
|
Secondment Agreement, dated as of November 13, 2018, by and among Equitrans Midstream Corporation, EQM Midstream Partners, LP and EQM Midstream Services, LLC.
|
|
Incorporated herein by reference to Exhibit 10.3 to Form 8-K (#001-38629) filed on November 13, 2018.
|
|
|
|
Working Capital Loan Agreement, dated as of May 15, 2015, by and between EQGP Holdings, LP (formerly known as EQT GP Holdings, LP) and EQT Corporation.
|
|
Incorporated herein by reference to Exhibit 10.2 to EQGP Holdings, LP's Form 8-K (#001-37380) filed on May 15, 2015.
|
|
|
|
364-Day Uncommitted Revolving Loan Agreement, dated as of October 26, 2016, by and between EQT Corporation and EQM Midstream Partners, LP (formerly known as EQT Midstream Partners, LP).
|
|
Incorporated herein by reference to Exhibit 10.1 to EQM Midstream Partners, LP's Form 10-Q (#001-35574) for the quarterly period ended September 30, 2016.
|
|
|
|
Working Capital Loan Agreement, dated as of November 13, 2018, between Equitrans Midstream Corporation and EQGP Holdings, LP.
|
|
Incorporated herein by reference to Exhibit 10.4 to Form 8-K (#001-38629) filed on November 13, 2018.
|
|
|
|
Equitrans Midstream Corporation Directors' Deferred Compensation Plan.
|
|
Incorporated herein by reference to Exhibit 4.3 to Registration Statement on Form S-8 (File No. 333-228340) filed on November 9, 2018.
|
|
|
|
Equitrans Midstream Corporation 2018 Long-Term Incentive Plan.
|
|
Incorporated herein by reference to Exhibit 4.3 to Registration Statement on Form S-8 (File No. 333-228337) filed on November 9, 2018.
|
|
|
Equitrans Midstream Corporation Executive Short-Term Incentive Plan.
|
|
Incorporated herein by reference to Exhibit 10.7 to Form 8-K (#001-38629) filed on November 13, 2018.
|
|
|
|
Equitrans Midstream Corporation 2018 Payroll Deduction and Contribution Program.
|
|
Incorporated herein by reference to Exhibit 10.8 to Form 8-K (#001-38629) filed on November 13, 2018.
|
|
|
|
Letter Agreement, dated as of August 9, 2018, with Thomas F. Karam.
|
|
Incorporated herein by reference to Exhibit 10.57 to Registration Statement on Form 10-12B/A (#001-38629) filed on October 18, 2018.
|
|
|
|
Letter Agreement, dated as of September 4, 2018, with Kirk R. Oliver.
|
|
Incorporated herein by reference to Exhibit 10.58 to Registration Statement on Form 10-12B/A (#001-38629) filed on October 18, 2018.
|
|
|
|
Amended and Restated Confidentiality, Non-Solicitation and Non-Competition Agreement, dated as of January 15, 2019, with Diana M. Charletta
|
|
Incorporated herein by reference to Exhibit 10.1 to Form 8-K (#001-38629) filed on January 22, 2019.
|
|
|
|
Amended and Restated Confidentiality, Non-Solicitation and Non-Competition Agreement, dated as of July 29, 2015, with Charlene Petrelli.
|
|
Incorporated herein by reference to Exhibit 10.64 to Registration Statement on Form 10-12B/A (#001-38629) filed on October 18, 2018.
|
|
|
|
Transition Agreement and General Release, dated as of January 3, 2019, with Charlene Petrelli.
|
|
Filed herewith as Exhibit 10.44(b).
|
|
|
|
Amended and Restated Confidentiality, Non-Solicitation and Non-Competition Agreement, dated as of July 29, 2015, with Robert C. Williams.
|
|
Incorporated herein by reference to Exhibit 10.65 to Registration Statement on Form 10/A (#001-38629) filed on October 18, 2018.
|
|
|
|
Confidentiality, Non-Solicitation and Non-Competition Agreement, dated as of September 8, 2008, with Phillip D. Swisher.
|
|
Incorporated herein by reference to Exhibit 10.66 to Registration Statement on Form 10-12B/A (#001-38629) filed on October 18, 2018.
|
|
|
|
Amendment to Confidentiality, Non-Solicitation and Non-Competition Agreement, dated as of January 1, 2014, with Phillip D. Swisher.
|
|
Incorporated herein by reference to Exhibit 10.67 to Registration Statement on Form 10-12B/A (#001-38629) filed on October 18, 2018.
|
|
|
|
Second Amendment to Confidentiality, Non-Solicitation and Non-Competition Agreement, dated as of January 1, 2015, with Phillip D. Swisher.
|
|
Incorporated herein by reference to Exhibit 10.68 to Registration Statement on Form 10-12B/A (#001-38629) filed on October 18, 2018.
|
|
|
|
Amended and Restated Confidentiality, Non-Solicitation and Non-Competition Agreement, dated as of November 13, 2018, by and between Equitrans Midstream Corporation and Thomas F. Karam.
|
|
Incorporated herein by reference to Exhibit 10.9 to Form 8-K (#001-38629) filed on November 13, 2018.
|
|
|
|
Amended and Restated Confidentiality, Non-Solicitation and Non-Competition Agreement, dated as of November 13, 2018, by and between Equitrans Midstream Corporation and Kirk R. Oliver.
|
|
Incorporated herein by reference to Exhibit 10.10 to Form 8-K (#001-38629) filed on November 13, 2018.
|
|
|
|
Form of Agreement of Assignment of Confidentiality, Non-Solicitation and Non-Competition Agreement.
|
|
Incorporated herein by reference to Exhibit 10.11 to Form 8-K (#001-38629) filed on November 13, 2018.
|
|
|
Form of Equitrans Midstream Corporation Director and/or Executive Officer Indemnification Agreement.
|
|
Incorporated herein by reference to Exhibit 10.16 to Registration Statement on Form 10-12B/A (#001-38629) filed on October 18, 2018.
|
|
|
|
Unit Purchase Agreement, dated November 29, 2018, by and among Equitrans Midstream Corporation and funds managed by Neuberger Berman Investment Adviser LP.
|
|
Incorporated herein by reference to Exhibit (d)(8) to the Transaction Statement on Schedule 13E-3 filed by on November 30, 2018.
|
|
|
|
Unit Purchase Agreement, dated November 29, 2018, by and among Equitrans Midstream and funds managed by Goldman Sachs Asset Management, L.P.
|
|
Incorporated herein by reference to Exhibit (d)(9) to the Transaction Statement on Schedule 13E-3 filed by on November 30, 2018.
|
|
|
|
Unit Purchase Agreement, dated November 29, 2018, by and among Equitrans Midstream and funds managed by Cushing Asset Management, LP.
|
|
Incorporated herein by reference to Exhibit (d)(10) to the Transaction Statement on Schedule 13E-3 filed by on November 30, 2018.
|
|
|
|
Unit Purchase Agreement, dated November 29, 2018, by and among Equitrans Midstream and funds managed by Kayne Anderson Capital Advisors, L.P.
|
|
Incorporated herein by reference to Exhibit (d)(11) to the Transaction Statement on Schedule 13E-3 filed by on November 30, 2018.
|
|
|
|
Unit Purchase Agreement, dated November 29, 2018, by and between Equitrans Midstream and ZP Energy Fund, L.P.
|
|
Incorporated herein by reference to Exhibit (d)(12) to the Transaction Statement on Schedule 13E-3 filed by on November 30, 2018.
|
|
|
|
Schedule of Subsidiaries.
|
|
Filed herewith as Exhibit 21.1.
|
|
|
|
Consent of Independent Registered Public Accounting Firm.
|
|
Filed herewith as Exhibit 23.1
|
|
|
|
Rule 13(a)-14(a) Certification of Principal Executive Officer.
|
|
Filed herewith as Exhibit 31.1.
|
|
|
|
Rule 13(a)-14(a) Certification of Principal Financial Officer.
|
|
Filed herewith as Exhibit 31.2.
|
|
|
|
Section 1350 Certification of Principal Executive Officer and Principal Financial Officer.
|
|
Furnished herewith as Exhibit 32.
|
|
101
|
|
|
Interactive Data File.
|
|
Filed herewith as Exhibit 101.
|
|
Equitrans Midstream Corporation
|
|
|
(Registrant)
|
|
|
|
|
|
|
|
|
By:
|
/s/ THOMAS F. KARAM
|
|
|
Thomas F. Karam
|
|
|
President and Chief Executive Officer
|
|
|
February 14, 2019
|
/s/ THOMAS F. KARAM
|
|
President, Chief Executive
|
|
February 14, 2019
|
Thomas F. Karam
|
|
Officer and Director
|
|
|
(Principal Executive Officer)
|
|
|
|
|
|
|
|
|
|
/s/ KIRK R. OLIVER
|
|
Senior Vice President and Chief
|
|
February 14, 2019
|
Kirk R. Oliver
|
|
Financial Officer
|
|
|
(Principal Financial Officer)
|
|
|
|
|
|
|
|
|
|
/s/ PHILLIP D. SWISHER
|
|
Vice President and Chief
|
|
February 14, 2019
|
Phillip D. Swisher
|
|
Accounting Officer
|
|
|
(Principal Accounting Officer)
|
|
|
|
|
|
|
|
|
|
/s/ VICKY A. BAILEY
|
|
Director
|
|
February 14, 2019
|
Vicky A. Bailey
|
|
|
|
|
|
|
|
|
|
/s/ KENNETH M. BURKE
|
|
Director
|
|
February 14, 2019
|
Kenneth M. Burke
|
|
|
|
|
|
|
|
|
|
/s/ MARGARET K. DORMAN
|
|
Director
|
|
February 14, 2019
|
Margaret K. Dorman
|
|
|
|
|
|
|
|
|
|
/s/ DAVID L. PORGES
|
|
Chairman
|
|
February 14, 2019
|
David L. Porges
|
|
|
|
|
|
|
|
|
|
/s/ NORMAN J. SZYDLOWSKI
|
|
Director
|
|
February 14, 2019
|
Norman J. Szydlowski
|
|
|
|
|
|
|
|
|
|
/s/ ROBERT F. VAGT
|
|
Director
|
|
February 14, 2019
|
Robert F. Vagt
|
|
|
|
|
|
|
|
|
|
EQUITRANS MIDSTREAM CORPORATION
|
|
EMPLOYEE
|
|
|
|
|
|
|
By: /s/ Thomas F. Karam
|
|
/s/ Charlene Petrelli
|
Thomas F. Karam
|
|
Charlene Petrelli
|
President and Chief Executive Officer
|
|
|
|
|
|
|
|
|
1/3/2019
|
|
1/2/2019
|
Date
|
|
Date
|
By: /s/ Thomas F. Karam
|
|
/s/ Charlene Petrelli
|
Thomas F. Karam
|
|
Charlene Petrelli
|
President and Chief Executive Officer
|
|
|
|
|
|
|
|
|
1/3/2019
|
|
1/2/2019
|
Date
|
|
Date
|
EQT CORPORATION
|
|
EMPLOYEE
|
|
|
|
|
|
By:
|
/s/ Lewis B. Gardner
|
|
/s/ Charlene Petrelli
|
|
|
|
Charlene Petrelli
|
Name:
|
Lewis B. Gardner
|
|
|
|
|
|
|
Title:
|
General Counsel & Vice President External Affairs
|
|
|
Entity
|
|
Jurisdiction
|
EQGP Holdings, LP
|
|
Delaware
|
EQGP Services, LLC
|
|
Delaware
|
EQM Gathering Holdings, LLC
|
|
Delaware
|
EQM Gathering Opco, LLC
|
|
Delaware
|
EQM GP Corporation
|
|
Delaware
|
EQM Midstream Finance Corporation
|
|
Delaware
|
EQM Midstream Management LLC
|
|
Delaware
|
EQM Midstream Partners, LP
|
|
Delaware
|
EQM Midstream Services, LLC
|
|
Delaware
|
EQM Olympus Midstream LLC
|
|
Delaware
|
EQM Poseidon Midstream LLC
|
|
Delaware
|
EQM West Virginia Midstream LLC
|
|
Delaware
|
EQM VE II Access, LLC
|
|
Delaware
|
EQM VG, LLC
|
|
Delaware
|
Equitrans Gathering Holdings, LLC
|
|
Delaware
|
Equitrans Investments, LLC
|
|
Delaware
|
Equitrans Midstream Holdings, LLC
|
|
Delaware
|
Equitrans Services, LLC
|
|
Delaware
|
Equitrans, L.P.
|
|
Pennsylvania
|
Equitrans Water Services (PA), LLC
|
|
Delaware
|
Equitrans Water Services (OH), LLC
|
|
Delaware
|
MVP Holdco, LLC
|
|
Delaware
|
Rager Mountain Storage Company LLC
|
|
Delaware
|
RM Partners LP
|
|
Delaware
|
RM Operating LLC
|
|
Delaware
|
Strike Force Midstream Holdings LLC
|
|
Delaware
|
Strike Force Midstream LLC
|
|
Delaware
|
Strike Force East LLC
|
|
Delaware
|
Strike Force South LLC
|
|
Delaware
|
•
|
Securities Registration Statement (Form S-1 No. 333-228126) pertaining to the Equitrans Midstream Corporation to the registration of common stock for issuance under the Company's Dividend Reinvestment and Stock Purchase Plan (DRSPP).
|
•
|
Securities Registration Statement (Form S-1 No. 333-228129) pertaining to the Equitrans Midstream Corporation to the registration of common stock.
|
•
|
Registration Statement (Form S-8 No. 333-228337) pertaining to the Equitrans Midstream Corporation 2018 Long-Term Incentive Plan,
|
•
|
Registration Statement (Form S-8 No. 333-228338) pertaining to the Equitrans Midstream Corporation Employee Savings Plan, and
|
•
|
Registration Statement (Form S-8 No. 333-228340) pertaining to the Equitrans Midstream Corporation Directors' Deferred Compensation Plan.
|
|
|
|
|
|
/s/ Thomas F. Karam
|
|
Thomas F. Karam
|
|
President and Chief Executive Officer
|
|
|
|
|
|
/s/ Kirk R. Oliver
|
|
Kirk R. Oliver
|
|
Senior Vice President and Chief Financial Officer
|
(1)
|
The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Equitrans Midstream Corporation.
|
/s/ Thomas F. Karam
|
|
|
February 14, 2019
|
Thomas F. Karam
President and Chief Executive Officer
|
|
|
|
|
|
|
|
|
|
|
|
/s/ Kirk R. Oliver
|
|
|
February 14, 2019
|
Kirk R. Oliver
Senior Vice President and Chief Financial Officer
|
|
|