(Mark One)
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☒
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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or
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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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FOR THE TRANSITION PERIOD FROM TO
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COMMISSION FILE NUMBER
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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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(Registrant's telephone number, including area code)
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Title of each class
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Trading Symbol
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Name of each exchange on which registered
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Common Stock
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ETRN
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New York Stock Exchange
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Large Accelerated Filer
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☐
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Accelerated Filer
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☐
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Emerging Growth Company
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☐
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Non-Accelerated Filer
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☒
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(Do not check if a
smaller reporting company)
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Smaller Reporting Company
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☐
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Page No.
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Abbreviations
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Measurements
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ARO – asset retirement obligations
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Btu = one British thermal unit
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ASU – Accounting Standards Update
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BBtu = billion British thermal units
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FASB – Financial Accounting Standards Board
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Bcf = billion cubic feet
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FERC – U.S. Federal Energy Regulatory Commission
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Dth = dekatherm or million British thermal units
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GAAP – United States Generally Accepted Accounting Principles
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Mcf = thousand cubic feet
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IDRs – incentive distribution rights
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MMBtu = million British thermal units
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IPO – Initial Public Offering
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MMcf = million cubic feet
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IRS – U.S. Internal Revenue Service
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MMgal = million gallons
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SEC – U.S. Securities and Exchange Commission
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Three Months Ended June 30,
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Six Months Ended June 30,
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2019
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2018
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2019
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2018
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||||||||
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(Thousands, except per share amounts)
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||||||||||||||
Operating revenues (a)
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$
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406,167
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$
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374,697
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$
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795,949
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$
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745,723
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Operating expenses:
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Operating and maintenance (b)
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46,556
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43,270
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74,439
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70,442
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Selling, general and administrative (b)
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27,224
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28,260
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59,402
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55,473
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Separation and other transaction costs (b)
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15,568
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15,741
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24,350
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31,314
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Depreciation
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56,759
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42,171
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107,270
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83,513
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Amortization of intangible assets
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13,750
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10,387
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24,137
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20,773
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Impairment of long-lived assets (c)
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80,135
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—
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80,135
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—
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Total operating expenses
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239,992
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139,829
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369,733
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261,515
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Operating income
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166,175
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234,868
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426,216
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484,208
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Equity income (d)
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36,782
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10,938
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67,845
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19,749
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Other income
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706
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944
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2,567
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1,848
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Net interest expense (e)
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61,713
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19,884
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122,662
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31,986
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Income before income taxes
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141,950
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226,866
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373,966
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473,819
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Income tax expense
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11,470
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7,259
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43,920
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30,468
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Net income
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130,480
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219,607
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330,046
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443,351
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Net income attributable to noncontrolling interests
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55,959
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118,540
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199,226
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259,555
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Net income attributable to Equitrans Midstream
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$
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74,521
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$
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101,067
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$
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130,820
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$
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183,796
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Earnings per share of common stock attributable to Equitrans Midstream:
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Basic:
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Weighted average common stock outstanding
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254,917
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254,432
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254,845
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254,432
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Net income
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$
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0.29
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$
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0.40
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$
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0.51
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$
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0.72
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Diluted:
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Weighted average common stock outstanding
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254,967
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255,033
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254,895
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255,033
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Net income
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$
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0.29
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$
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0.40
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$
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0.51
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$
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0.72
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Statement of comprehensive income:
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Net income
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$
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130,480
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$
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219,607
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$
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330,046
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$
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443,351
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Other comprehensive income (loss), net of tax:
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||||||||
2019 Pension and other post-retirement benefits liability adjustment, net of tax expense of $7 and $15
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22
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—
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(273
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)
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—
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Other comprehensive income (loss)
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22
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—
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(273
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)
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—
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Comprehensive income
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130,502
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219,607
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329,773
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443,351
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Less: Comprehensive income attributable to noncontrolling interests
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55,959
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118,540
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199,226
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259,555
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Comprehensive income attributable to Equitrans Midstream
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$
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74,543
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$
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101,067
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$
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130,547
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$
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183,796
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Dividends declared per common share
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$
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0.45
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$
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—
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$
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0.90
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$
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—
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(a)
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Operating revenues included related party revenues from EQT Corporation (NYSE: EQT) of $284.0 million and $285.3 million for the three months ended June 30, 2019 and 2018, respectively, and $568.5 million and $550.9 million for the six months ended June 30, 2019 and 2018, respectively. See Note 8.
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(b)
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Operating and maintenance expense charges to EQT of $2.4 million for both the three and six months ended June 30, 2019. For the three and six months ended June 30, 2018, operating and maintenance expense included charges from EQT of $12.2 million and $24.4 million, respectively. Selling, general and administrative expense included charges from EQT of $1.0 million for both the three and six months ended June 30, 2019. Selling, general and administrative expense included charges from EQT of $26.1 million and $50.7 million for the three and six months ended June 30, 2018, respectively. See Note 8. Separation and other transaction costs for the three and six months ended June 30, 2018 represents the expenses related to the Rice Merger, the EQM-RMP Mergers and the Drop-Down Transaction (each defined in Note 1) and included charges allocated to Equitrans Midstream from EQT of $10.4 million and $26.0 million, respectively. See Notes 1 and 8.
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(c)
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See Note 4 for disclosure regarding impairment of certain of the Company's long-lived assets.
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(d)
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Represents equity income from Mountain Valley Pipeline, LLC (the MVP Joint Venture). See Note 9.
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(e)
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Net interest expense included interest income on the preferred interest in EQT Energy Supply, LLC (EES) (Preferred Interest) of $1.6 million and $1.7 million for the three months ended June 30, 2019 and 2018, respectively, and $3.2 million and $3.3 million for the six months ended June 30, 2019 and 2018, respectively.
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Six Months Ended June 30,
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||||||
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2019
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2018
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(Thousands)
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||||||
Cash flows from operating activities:
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Net income
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$
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330,046
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$
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443,351
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Adjustments to reconcile net income to net cash provided by operating activities:
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Depreciation
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107,270
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83,513
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Amortization of intangible assets
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24,137
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20,773
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Deferred income taxes
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43,920
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(164,039
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)
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Impairment of long-lived assets (a)
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80,135
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—
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Equity income
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(67,845
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)
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(19,749
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)
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Other income
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(2,851
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)
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(2,137
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)
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Non-cash long-term compensation expense
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2,618
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808
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Changes in other assets and liabilities:
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||||
Accounts receivable
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(12,094
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)
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(26,449
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)
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Accounts payable
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(48,907
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)
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78,463
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Accrued interest
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(6,608
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)
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2,220
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Other assets and other liabilities
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(27,278
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)
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32,887
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Net cash provided by operating activities
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422,543
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449,641
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Cash flows from investing activities:
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Capital expenditures
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(482,578
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)
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(382,946
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)
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Capital contributions to the MVP Joint Venture
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(301,175
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)
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(182,805
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)
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Bolt-on Acquisition (defined in Note 3), net of cash acquired
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(848,625
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)
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|
—
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Principal payments received on the Preferred Interest
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2,298
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|
|
2,172
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|
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Net cash used in investing activities
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(1,630,080
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)
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(563,579
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)
|
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Cash flows from financing activities:
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|
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Proceeds from credit facility borrowings
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1,129,000
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2,390,500
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|
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Payments on credit facility borrowings
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(670,500
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)
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(2,596,500
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)
|
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Proceeds from the issuance of EQM's long-term debt
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—
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2,500,000
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|
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Proceeds from the EQGP Working Capital Facility loan
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—
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(141
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)
|
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Cash paid for long-term debt
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(31,325
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)
|
|
—
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|
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Net distributions to EQT
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—
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|
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(67,454
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)
|
||
Proceeds from issuance of Series A Preferred Units, net of offering costs
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1,158,313
|
|
|
—
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|
||
Distributions paid to noncontrolling interest unitholders
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(189,308
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)
|
|
(180,745
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)
|
||
Acquisition of 25% of Strike Force Midstream LLC
|
—
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|
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(175,000
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)
|
||
Debt discount, debt issuance costs and credit facility origination fees
|
—
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|
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(30,295
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)
|
||
Dividends paid
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(218,859
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)
|
|
—
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|
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Purchase of EQGP common units
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(238,455
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)
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|
—
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|
||
Net cash provided by financing activities
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938,866
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|
1,840,365
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||
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|
||||
Net change in cash and cash equivalents
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(268,671
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)
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|
1,726,427
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|
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Cash and cash equivalents at beginning of period
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294,172
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|
|
121,004
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|
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Cash and cash equivalents at end of period
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$
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25,501
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|
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$
|
1,847,431
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|
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|
||||
Cash paid during the period for:
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|
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Interest, net of amount capitalized
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$
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127,542
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$
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33,573
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|
||||
Non-cash activity during the period for:
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Settlement of transaction costs with EQT
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$
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—
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$
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87,982
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Net settlement of current income taxes payable with EQT
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$
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—
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|
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$
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54,033
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(a)
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See Note 4 for disclosure regarding impairment of certain of the Company's long-lived assets.
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June 30, 2019
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December 31, 2018
|
||||
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(Thousands)
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||||||
ASSETS
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|
||||||
Current assets:
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|
|
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Cash and cash equivalents
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$
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25,501
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|
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$
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294,172
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Accounts receivable (net of allowance for doubtful accounts of $138 and $75 as of June 30, 2019 and December 31, 2018, respectively) (a)
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282,805
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|
|
255,496
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|
||
Other current assets
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24,968
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|
|
19,171
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|
||
Total current assets
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333,274
|
|
|
568,839
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|
||
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|
||||
Property, plant and equipment
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8,165,435
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|
|
6,469,846
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|
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Less: accumulated depreciation
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(785,176
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)
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|
(602,199
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)
|
||
Net property, plant and equipment
|
7,380,259
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|
|
5,867,647
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||
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|
||||
Investment in unconsolidated entity
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2,066,330
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|
|
1,510,289
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|
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Goodwill
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1,347,138
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|
|
1,239,269
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|
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Net intangible assets
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868,965
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|
|
576,113
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|
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Deferred income taxes
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203,479
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|
|
597,321
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|
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Other assets
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237,008
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|
|
164,357
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|
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Total assets
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$
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12,436,453
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$
|
10,523,835
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|
||||
LIABILITIES AND EQUITY
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|
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Current liabilities:
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|
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|
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Current portion of long-term debt
|
$
|
6,000
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|
$
|
6,000
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|
Accounts payable (b)
|
181,077
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|
|
210,007
|
|
||
Capital contribution payable to the MVP Joint Venture
|
356,223
|
|
|
169,202
|
|
||
Accrued interest
|
73,753
|
|
|
80,236
|
|
||
Accrued liabilities
|
76,847
|
|
|
84,011
|
|
||
Total current liabilities
|
693,900
|
|
|
549,456
|
|
||
|
|
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|
||||
Credit facility borrowings
|
1,372,500
|
|
|
641,500
|
|
||
EQM senior notes
|
3,459,323
|
|
|
3,456,639
|
|
||
Long-term debt
|
562,295
|
|
|
562,105
|
|
||
Regulatory and other long-term liabilities
|
103,258
|
|
|
54,502
|
|
||
Total liabilities
|
6,191,276
|
|
|
5,264,202
|
|
||
|
|
|
|
||||
Equity:
|
|
|
|
|
|
||
Common stock, no par value, 254,691 and 254,271 units issued and outstanding as of June 30, 2019 and December 31, 2018, respectively
|
1,381,810
|
|
|
425,370
|
|
||
Retained (deficit) earnings
|
(53,791
|
)
|
|
33,932
|
|
||
Accumulated other comprehensive loss
|
(1,782
|
)
|
|
(1,509
|
)
|
||
Total common shareholders' equity
|
1,326,237
|
|
|
457,793
|
|
||
Noncontrolling interests
|
4,918,940
|
|
|
4,801,840
|
|
||
Total shareholders' equity
|
6,245,177
|
|
|
5,259,633
|
|
||
Total liabilities and shareholders' equity
|
$
|
12,436,453
|
|
|
$
|
10,523,835
|
|
(a)
|
Accounts receivable as of June 30, 2019 and December 31, 2018 included approximately $126.7 million and $175.9 million, respectively, of accounts receivable due from EQT.
|
(b)
|
Accounts payable as of December 31, 2018 included approximately $34.1 million due to EQT. There was no related party balance with EQT included in accounts payable as of June 30, 2019.
|
|
|
|
Common Stock
|
|
|
|
|
|
|
|
|
|||||||||||||||
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Accumulated
|
|
|
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|
|||||||||||||
|
|
|
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|
|
|
Retained
|
|
Other
|
|
|
|
|
|||||||||||||
|
Parent Net
|
|
Shares
|
|
No
|
|
Earnings
|
|
Comprehensive
|
|
Noncontrolling
|
|
Total
|
|||||||||||||
|
Investment
|
|
Outstanding
|
|
Par Value
|
|
(Deficit)
|
|
Loss
|
|
Interests
|
|
Equity
|
|||||||||||||
|
(Thousands, except per unit amounts)
|
|||||||||||||||||||||||||
Balance at January 1, 2018
|
$
|
1,143,769
|
|
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
5,094,995
|
|
|
$
|
6,238,764
|
|
Net income
|
82,729
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
141,015
|
|
|
223,744
|
|
||||||
Net contributions from EQT
|
92,074
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
92,074
|
|
||||||
Share-based compensation plans
|
317
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
390
|
|
|
707
|
|
||||||
Distributions paid to noncontrolling interest unitholders ($1.025, $0.244 and $0.2917 per common unit for EQM, EQGP and RMP, respectively)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(88,896
|
)
|
|
(88,896
|
)
|
||||||
Net changes in ownership of consolidated entities
|
47
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(64
|
)
|
|
(17
|
)
|
||||||
Balance at March 31, 2018
|
$
|
1,318,936
|
|
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
5,147,440
|
|
|
$
|
6,466,376
|
|
Net income
|
101,067
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
118,540
|
|
|
219,607
|
|
||||||
Net contributions from EQT
|
(17,513
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(17,513
|
)
|
||||||
Share-based compensation plans
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
101
|
|
|
101
|
|
||||||
Distributions paid to noncontrolling interest unitholders ($1.065, $0.258 and $0.3049 per common unit for EQM, EQGP and RMP, respectively)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(91,849
|
)
|
|
(91,849
|
)
|
||||||
Purchase of Strike Force Midstream LLC noncontrolling interests
|
1,818
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(176,818
|
)
|
|
(175,000
|
)
|
||||||
Net changes in ownership of consolidated entities
|
(19,051
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
25,922
|
|
|
6,871
|
|
||||||
Balance at June 30, 2018
|
$
|
1,385,257
|
|
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
5,023,336
|
|
|
$
|
6,408,593
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Balance at January 1, 2019
|
$
|
—
|
|
|
254,271
|
|
|
$
|
425,370
|
|
|
$
|
33,932
|
|
|
$
|
(1,509
|
)
|
|
$
|
4,801,840
|
|
|
$
|
5,259,633
|
|
Other comprehensive income (net of tax):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
56,299
|
|
|
—
|
|
|
143,267
|
|
|
199,566
|
|
||||||
Pension and other post-retirement benefits liability adjustment, net of tax expense of $8
|
—
|
|
|
—
|
|
|
—
|
|
|
316
|
|
|
(295
|
)
|
|
—
|
|
|
21
|
|
||||||
Dividends ($0.41 per share)
|
—
|
|
|
—
|
|
|
—
|
|
|
(104,251
|
)
|
|
—
|
|
|
—
|
|
|
(104,251
|
)
|
||||||
Share-based compensation plans, net
|
—
|
|
|
413
|
|
|
853
|
|
|
—
|
|
|
—
|
|
|
255
|
|
|
1,108
|
|
||||||
Distributions paid to noncontrolling interest unitholders ($1.13 per common unit for EQM)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(94,030
|
)
|
|
(94,030
|
)
|
||||||
Purchase of EQGP common units
|
—
|
|
|
—
|
|
|
(38,648
|
)
|
|
—
|
|
|
—
|
|
|
(199,807
|
)
|
|
(238,455
|
)
|
||||||
Net changes in ownership of consolidated entities (Note 2)
|
—
|
|
|
—
|
|
|
991,098
|
|
|
—
|
|
|
—
|
|
|
(1,337,641
|
)
|
|
(346,543
|
)
|
||||||
Balance at March 31, 2019
|
$
|
—
|
|
|
254,684
|
|
|
$
|
1,378,673
|
|
|
$
|
(13,704
|
)
|
|
$
|
(1,804
|
)
|
|
$
|
3,313,884
|
|
|
$
|
4,677,049
|
|
Other comprehensive income (net of tax):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Net income
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
$
|
74,521
|
|
|
$
|
—
|
|
|
$
|
55,959
|
|
|
$
|
130,480
|
|
Pension and other post-retirement benefits liability adjustment, net of tax expense of $7
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
22
|
|
|
—
|
|
|
22
|
|
||||||
Dividends ($0.45 per share)
|
—
|
|
|
—
|
|
|
—
|
|
|
(114,608
|
)
|
|
—
|
|
|
—
|
|
|
(114,608
|
)
|
||||||
Share-based compensation plans, net
|
—
|
|
|
7
|
|
|
1,510
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,510
|
|
||||||
Distributions paid to noncontrolling interest unitholders ($1.145 per common unit for EQM)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(95,278
|
)
|
|
(95,278
|
)
|
||||||
Issuance of Series A Preferred Units, net of offering costs
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,158,313
|
|
|
1,158,313
|
|
||||||
Bolt-on Acquisition (Note 3)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
486,062
|
|
|
486,062
|
|
||||||
Net changes in ownership of consolidated entities
|
—
|
|
|
—
|
|
|
1,627
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,627
|
|
||||||
Balance at June 30, 2019
|
$
|
—
|
|
|
254,691
|
|
|
$
|
1,381,810
|
|
|
$
|
(53,791
|
)
|
|
$
|
(1,782
|
)
|
|
$
|
4,918,940
|
|
|
$
|
6,245,177
|
|
1.
|
Financial Statements
|
•
|
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 the remaining 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). As a result, EQM owned 100% of Strike Force Midstream.
|
•
|
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,
|
2.
|
Investments in Consolidated, Non-Wholly-Owned Entities
|
3.
|
2019 Acquisitions
|
(in thousands)
|
|
Preliminary Purchase Price Allocation
|
||
Consideration given:
|
|
|
||
Cash consideration
|
|
$
|
861,250
|
|
Buyout of Eureka Class B Units and incentive compensation
|
|
2,530
|
|
|
Total consideration
|
|
863,780
|
|
|
|
|
|
||
Fair value of liabilities assumed:
|
|
|
||
Current liabilities
|
|
52,458
|
|
|
Long-term debt
|
|
300,825
|
|
|
Other long-term liabilities
|
|
10,203
|
|
|
Amount attributable to liabilities assumed
|
|
363,486
|
|
|
|
|
|
||
Fair value of assets acquired:
|
|
|
||
Cash
|
|
15,145
|
|
|
Accounts receivable
|
|
16,817
|
|
|
Inventory
|
|
12,991
|
|
|
Other current assets
|
|
882
|
|
|
Net property, plant and equipment
|
|
1,222,284
|
|
|
Intangible assets
|
|
317,000
|
|
|
Deferred tax asset
|
|
5,773
|
|
|
Other assets
|
|
14,567
|
|
|
Amount attributable to assets acquired
|
|
1,605,459
|
|
|
|
|
|
||
Noncontrolling interests
|
|
(486,062
|
)
|
|
|
|
|
||
Goodwill
|
|
$
|
107,869
|
|
(in thousands)
|
|
As of June 30, 2019
|
||
Intangible assets
|
|
317,000
|
|
|
Less: accumulated amortization
|
|
3,375
|
|
|
Intangible assets, net
|
|
$
|
313,625
|
|
(in thousands) (unaudited)
|
|
April 10, 2019 through June 30, 2019
|
||
Operating revenues
|
|
$
|
28,928
|
|
Operating income attributable to Equitrans Midstream
|
|
$
|
12,496
|
|
Net income attributable to noncontrolling interests
|
|
$
|
4,033
|
|
Net income attributable to Equitrans Midstream
|
|
$
|
6,506
|
|
(in thousands, except per share data) (unaudited)
|
|
Three Months Ended March 31, 2019
|
||
Pro forma operating revenues
|
|
$
|
421,362
|
|
Pro forma net income
|
|
$
|
208,922
|
|
Pro forma net income attributable to noncontrolling interests
|
|
$
|
97,644
|
|
Pro forma net income attributable to Equitrans Midstream
|
|
$
|
111,278
|
|
Pro forma income per share (basic)
|
|
$
|
0.44
|
|
Pro forma income per share (diluted)
|
|
$
|
0.44
|
|
(in thousands, except per share data) (unaudited)
|
|
Three Months Ended June 30, 2018
|
|
Six Months Ended June 30, 2018
|
||||
Pro forma operating revenues
|
|
$
|
406,920
|
|
|
$
|
803,945
|
|
Pro forma net income
|
|
$
|
213,071
|
|
|
$
|
426,212
|
|
Pro forma net income attributable to noncontrolling interests
|
|
$
|
89,629
|
|
|
$
|
189,036
|
|
Pro forma net income attributable to Equitrans Midstream
|
|
$
|
123,442
|
|
|
$
|
237,176
|
|
Pro forma income per share (basic)
|
|
$
|
0.48
|
|
|
$
|
0.93
|
|
Pro forma income per share (diluted)
|
|
$
|
0.48
|
|
|
$
|
0.93
|
|
|
Three Months Ended June 30, 2019
|
|
Six Months Ended June 30, 2019
|
||||
|
(Thousands)
|
||||||
Operating lease cost
|
$
|
3,407
|
|
|
$
|
5,340
|
|
Short-term lease cost
|
1,513
|
|
|
1,918
|
|
||
Variable lease cost
|
69
|
|
|
82
|
|
||
Sublease (income)
|
(108
|
)
|
|
(192
|
)
|
||
Total lease cost
|
$
|
4,881
|
|
|
$
|
7,148
|
|
|
June 30, 2019
|
||
|
(Thousands)
|
||
2019
|
$
|
6,916
|
|
2020
|
13,237
|
|
|
2021
|
11,246
|
|
|
2022
|
9,806
|
|
|
2023
|
7,747
|
|
|
2024
|
5,978
|
|
|
Thereafter
|
30,663
|
|
|
Total
|
85,593
|
|
|
Less: imputed interest
|
18,530
|
|
|
Present value of operating lease liability
|
$
|
67,063
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
|
(Thousands)
|
||||||||||||||
Revenues from external customers (including related parties):
|
|
|
|
|
|
|
|
|
|
||||||
Gathering
|
$
|
285,666
|
|
|
$
|
241,189
|
|
|
$
|
547,547
|
|
|
$
|
478,579
|
|
Transmission
|
92,767
|
|
|
89,145
|
|
|
202,626
|
|
|
196,079
|
|
||||
Water
|
27,734
|
|
|
44,363
|
|
|
45,776
|
|
|
71,065
|
|
||||
Total operating revenues
|
$
|
406,167
|
|
|
$
|
374,697
|
|
|
$
|
795,949
|
|
|
$
|
745,723
|
|
Operating income:
|
|
|
|
|
|
|
|
|
|
||||||
Gathering
|
$
|
94,131
|
|
|
$
|
161,818
|
|
|
$
|
276,209
|
|
|
$
|
332,853
|
|
Transmission
|
63,244
|
|
|
60,642
|
|
|
147,994
|
|
|
140,093
|
|
||||
Water
|
10,072
|
|
|
23,408
|
|
|
11,258
|
|
|
38,720
|
|
||||
Other (a)
|
(1,272
|
)
|
|
(11,000
|
)
|
|
(9,245
|
)
|
|
(27,458
|
)
|
||||
Total operating income
|
$
|
166,175
|
|
|
$
|
234,868
|
|
|
$
|
426,216
|
|
|
$
|
484,208
|
|
|
|
|
|
|
|
|
|
||||||||
Reconciliation of operating income to net income:
|
|
|
|
|
|
|
|
|
|||||||
Equity income (b)
|
$
|
36,782
|
|
|
$
|
10,938
|
|
|
$
|
67,845
|
|
|
$
|
19,749
|
|
Other income
|
706
|
|
|
944
|
|
|
2,567
|
|
|
1,848
|
|
||||
Net interest expense
|
61,713
|
|
|
19,884
|
|
|
122,662
|
|
|
31,986
|
|
||||
Income tax expense
|
11,470
|
|
|
7,259
|
|
|
43,920
|
|
|
30,468
|
|
||||
Net income
|
$
|
130,480
|
|
|
$
|
219,607
|
|
|
$
|
330,046
|
|
|
$
|
443,351
|
|
(a)
|
Other operating loss includes Separation and other transaction costs and the selling, general and administrative expenses incurred by the Company separate from and in addition to similar costs incurred by EQM.
|
(b)
|
Equity income is included in the Transmission segment.
|
|
June 30, 2019
|
|
December 31, 2018
|
||||
|
(Thousands)
|
||||||
Segment assets:
|
|
|
|
|
|
||
Gathering
|
$
|
8,031,401
|
|
|
$
|
6,011,654
|
|
Transmission (a)
|
3,636,355
|
|
|
3,066,659
|
|
||
Water
|
262,773
|
|
|
237,602
|
|
||
Total operating segments
|
11,930,529
|
|
|
9,315,915
|
|
||
Headquarters, including cash
|
505,924
|
|
|
1,207,920
|
|
||
Total assets
|
$
|
12,436,453
|
|
|
$
|
10,523,835
|
|
(a)
|
The equity investment in the MVP Joint Venture is included in the Transmission segment.
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
|
(Thousands)
|
||||||||||||||
Depreciation:
|
|
|
|
|
|
|
|
|
|
||||||
Gathering
|
$
|
37,443
|
|
|
$
|
23,882
|
|
|
$
|
65,559
|
|
|
$
|
46,950
|
|
Transmission
|
12,594
|
|
|
12,430
|
|
|
25,127
|
|
|
24,871
|
|
||||
Water
|
6,478
|
|
|
5,798
|
|
|
12,894
|
|
|
11,569
|
|
||||
Other
|
244
|
|
|
61
|
|
|
3,690
|
|
|
123
|
|
||||
Total
|
$
|
56,759
|
|
|
$
|
42,171
|
|
|
$
|
107,270
|
|
|
$
|
83,513
|
|
Expenditures for segment assets:
|
|
|
|
|
|
|
|
||||||||
Gathering (a)
|
$
|
256,318
|
|
|
$
|
186,457
|
|
|
$
|
414,318
|
|
|
$
|
320,595
|
|
Transmission (b)
|
11,229
|
|
|
27,962
|
|
|
29,991
|
|
|
46,891
|
|
||||
Water
|
8,849
|
|
|
7,002
|
|
|
18,024
|
|
|
9,377
|
|
||||
Other
|
2,323
|
|
|
—
|
|
|
5,719
|
|
|
—
|
|
||||
Total (c)
|
$
|
278,719
|
|
|
$
|
221,421
|
|
|
$
|
468,052
|
|
|
$
|
376,863
|
|
(a)
|
Includes approximately $10.9 million of capital expenditures related to noncontrolling interests in Eureka Midstream for the three and six months ended June 30, 2019.
|
(b)
|
Transmission capital expenditures do not include capital contributions made to the MVP Joint Venture for the MVP and MVP Southgate projects of approximately $156.4 million and $65.8 million for the three months ended June 30, 2019 and 2018, respectively, and approximately $301.2 million and $182.8 million for the six months ended June 30, 2019 and 2018, respectively.
|
(c)
|
The Company accrues capital expenditures when the work has been completed but the associated bills have not yet been paid. Accrued capital expenditures are excluded from the statements of condensed consolidated cash flows until they are paid. Accrued capital expenditures were approximately $103.6 million, $89.7 million and $109.3 million at June 30, 2019, March 31, 2019 and December 31, 2018, respectively. Accrued capital expenditures were approximately $84.6 million, $75.5 million and $90.7 million at June 30, 2018, March 31, 2018 and December 31, 2017, respectively. On April 10, 2019, as a result of the Bolt-on Acquisition, the Company assumed $8.8 million of Eureka Midstream accrued capital expenditures.
|
|
|
Three Months Ended June 30, 2019
|
||||||||||||||
|
|
Gathering
|
|
Transmission
|
|
Water
|
|
Total
|
||||||||
|
|
(Thousands)
|
||||||||||||||
Firm reservation fee revenues
|
|
$
|
147,771
|
|
|
$
|
81,836
|
|
|
$
|
—
|
|
|
$
|
229,607
|
|
Volumetric-based fee revenues
|
|
137,895
|
|
|
10,931
|
|
|
—
|
|
|
148,826
|
|
||||
Water services revenues
|
|
—
|
|
|
—
|
|
|
27,734
|
|
|
27,734
|
|
||||
Total operating revenues
|
|
$
|
285,666
|
|
|
$
|
92,767
|
|
|
$
|
27,734
|
|
|
$
|
406,167
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
Three Months Ended June 30, 2018
|
||||||||||||||
|
|
Gathering
|
|
Transmission
|
|
Water
|
|
Total
|
||||||||
|
|
(Thousands)
|
||||||||||||||
Firm reservation fee revenues
|
|
$
|
111,702
|
|
|
$
|
82,222
|
|
|
$
|
—
|
|
|
$
|
193,924
|
|
Volumetric-based fee revenues
|
|
129,487
|
|
|
6,923
|
|
|
—
|
|
|
136,410
|
|
||||
Water services revenues
|
|
—
|
|
|
—
|
|
|
44,363
|
|
|
44,363
|
|
||||
Total operating revenues
|
|
$
|
241,189
|
|
|
$
|
89,145
|
|
|
$
|
44,363
|
|
|
$
|
374,697
|
|
|
|
Six Months Ended June 30, 2019
|
||||||||||||||
|
|
Gathering
|
|
Transmission
|
|
Water
|
|
Total
|
||||||||
|
|
(Thousands)
|
||||||||||||||
Firm reservation fee revenues
|
|
$
|
276,730
|
|
|
$
|
181,060
|
|
|
$
|
—
|
|
|
$
|
457,790
|
|
Volumetric-based fee revenues
|
|
270,817
|
|
|
21,566
|
|
|
—
|
|
|
292,383
|
|
||||
Water services revenues
|
|
—
|
|
|
—
|
|
|
45,776
|
|
|
45,776
|
|
||||
Total operating revenues
|
|
$
|
547,547
|
|
|
$
|
202,626
|
|
|
$
|
45,776
|
|
|
$
|
795,949
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
Six Months Ended June 30, 2018
|
||||||||||||||
|
|
Gathering
|
|
Transmission
|
|
Water
|
|
Total
|
||||||||
|
|
(Thousands)
|
||||||||||||||
Firm reservation fee revenues
|
|
$
|
221,635
|
|
|
$
|
179,997
|
|
|
$
|
—
|
|
|
$
|
401,632
|
|
Volumetric-based fee revenues
|
|
256,944
|
|
|
16,082
|
|
|
—
|
|
|
273,026
|
|
||||
Water services revenues
|
|
—
|
|
|
—
|
|
|
71,065
|
|
|
71,065
|
|
||||
Total operating revenues
|
|
$
|
478,579
|
|
|
$
|
196,079
|
|
|
$
|
71,065
|
|
|
$
|
745,723
|
|
|
|
2019(a)
|
|
2020
|
|
2021
|
|
2022
|
|
2023
|
|
Thereafter
|
|
Total
|
||||||||||||||
|
(Thousands)
|
|||||||||||||||||||||||||||
Gathering firm reservation fees
|
|
$
|
253,531
|
|
|
$
|
566,813
|
|
|
$
|
614,356
|
|
|
$
|
614,356
|
|
|
$
|
614,264
|
|
|
$
|
2,647,183
|
|
|
$
|
5,310,503
|
|
Gathering revenues supported by MVCs
|
|
45,877
|
|
|
95,294
|
|
|
100,715
|
|
|
100,715
|
|
|
100,715
|
|
|
309,214
|
|
|
752,530
|
|
|||||||
Transmission firm reservation fees
|
|
163,370
|
|
|
334,627
|
|
|
345,527
|
|
|
340,453
|
|
|
336,333
|
|
|
2,478,310
|
|
|
3,998,620
|
|
|||||||
Total
|
|
$
|
462,778
|
|
|
$
|
996,734
|
|
|
$
|
1,060,598
|
|
|
$
|
1,055,524
|
|
|
$
|
1,051,312
|
|
|
$
|
5,434,707
|
|
|
$
|
10,061,653
|
|
(a)
|
July 1, 2019 through December 31, 2019.
|
8.
|
Related Party Transactions
|
9.
|
Investment in Unconsolidated Entity
|
|
June 30, 2019
|
|
December 31, 2018
|
||||
|
(Thousands)
|
||||||
Current assets
|
$
|
836,397
|
|
|
$
|
687,657
|
|
Non-current assets
|
4,033,475
|
|
|
3,223,220
|
|
||
Total assets
|
$
|
4,869,872
|
|
|
$
|
3,910,877
|
|
|
|
|
|
||||
Current liabilities
|
$
|
420,534
|
|
|
$
|
617,355
|
|
Non-current liabilities
|
2,166
|
|
|
—
|
|
||
Equity
|
4,447,172
|
|
|
3,293,522
|
|
||
Total liabilities and equity
|
$
|
4,869,872
|
|
|
$
|
3,910,877
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
|
(Thousands)
|
||||||||||||||
Environmental remediation reserve
|
$
|
26
|
|
|
$
|
—
|
|
|
$
|
(2,166
|
)
|
|
$
|
—
|
|
Other income
|
1,785
|
|
|
743
|
|
|
4,698
|
|
|
1,277
|
|
||||
Net interest income
|
23,700
|
|
|
6,989
|
|
|
43,935
|
|
|
12,638
|
|
||||
AFUDC — equity
|
55,298
|
|
|
16,307
|
|
|
102,514
|
|
|
29,489
|
|
||||
Net income
|
$
|
80,809
|
|
|
$
|
24,039
|
|
|
$
|
148,981
|
|
|
$
|
43,404
|
|
10.
|
Debt
|
11.
|
Fair Value Measurements
|
12.
|
Earnings Per Share
|
14.
|
Consolidated Variable Interest Entities
|
(a)
|
Accounts receivable as of June 30, 2019 and December 31, 2018 included $126.7 million and $174.8 million, respectively, of receivables due from EQT. Accounts payable as of December 31, 2018 included approximately $34.0 million of related party accounts payable to EQT. There was no related party balance with EQT included in accounts payable as of June 30, 2019.
|
(b)
|
Includes approximately $58.6 million conveyed to EQM in the Shared Assets Transaction primarily consisting of IT infrastructure, office equipment, vehicles and office leases. See Note 2.
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
|
(Thousands)
|
||||||||||||||
Operating revenues
|
$
|
406,167
|
|
|
$
|
374,697
|
|
|
$
|
795,949
|
|
|
$
|
745,723
|
|
Operating expenses
|
238,720
|
|
|
128,829
|
|
|
360,488
|
|
|
234,057
|
|
||||
Other expenses, net
|
(10,976
|
)
|
|
(11,183
|
)
|
|
(27,059
|
)
|
|
(14,138
|
)
|
||||
Net income
|
$
|
156,471
|
|
|
$
|
234,685
|
|
|
$
|
408,402
|
|
|
$
|
497,528
|
|
|
|
|
|
|
|
|
|
||||||||
Net cash provided by operating activities
|
$
|
349,270
|
|
|
$
|
338,950
|
|
|
$
|
510,243
|
|
|
$
|
622,907
|
|
Net cash used in investing activities
|
$
|
(1,324,948
|
)
|
|
$
|
(1,470,210
|
)
|
|
$
|
(1,675,305
|
)
|
|
$
|
(1,756,739
|
)
|
Net cash provided by financing activities
|
$
|
918,464
|
|
|
$
|
1,751,298
|
|
|
$
|
1,164,172
|
|
|
$
|
1,780,686
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
|
(Thousands)
|
||||||||||||||
Operating income attributable to EQM
|
$
|
167,447
|
|
|
$
|
245,868
|
|
|
$
|
435,461
|
|
|
$
|
511,666
|
|
Less:
|
|
|
|
|
|
|
|
||||||||
Separation and other transaction costs
|
210
|
|
|
10,391
|
|
|
5,479
|
|
|
25,964
|
|
||||
Additional expenses, net
|
1,062
|
|
|
609
|
|
|
3,766
|
|
|
1,494
|
|
||||
Operating income attributable to Equitrans Midstream
|
$
|
166,175
|
|
|
$
|
234,868
|
|
|
$
|
426,216
|
|
|
$
|
484,208
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||||||||
|
2019
|
|
2018 (1)
|
|
%
Change |
|
2019
|
|
2018 (1)
|
|
%
Change |
||||||||||
|
(Thousands, except per day amounts)
|
||||||||||||||||||||
FINANCIAL DATA
|
|
|
|
|
|
|
|
||||||||||||||
Firm reservation fee revenues (2)
|
$
|
147,771
|
|
|
$
|
111,702
|
|
|
32.3
|
|
|
$
|
276,730
|
|
|
$
|
221,635
|
|
|
24.9
|
|
Volumetric-based fee revenues
|
137,895
|
|
|
129,487
|
|
|
6.5
|
|
|
270,817
|
|
|
256,944
|
|
|
5.4
|
|
||||
Total operating revenues
|
285,666
|
|
|
241,189
|
|
|
18.4
|
|
|
547,547
|
|
|
478,579
|
|
|
14.4
|
|
||||
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Operating and maintenance
|
25,480
|
|
|
20,588
|
|
|
23.8
|
|
|
40,733
|
|
|
35,701
|
|
|
14.1
|
|
||||
Selling, general and administrative
|
19,369
|
|
|
19,164
|
|
|
1.1
|
|
|
41,903
|
|
|
36,952
|
|
|
13.4
|
|
||||
Separation and other transaction costs
|
15,358
|
|
|
5,350
|
|
|
187.1
|
|
|
18,871
|
|
|
5,350
|
|
|
252.7
|
|
||||
Depreciation
|
37,443
|
|
|
23,882
|
|
|
56.8
|
|
|
65,559
|
|
|
46,950
|
|
|
39.6
|
|
||||
Amortization of intangible assets
|
13,750
|
|
|
10,387
|
|
|
32.4
|
|
|
24,137
|
|
|
20,773
|
|
|
16.2
|
|
||||
Impairment of long-lived assets
|
80,135
|
|
|
—
|
|
|
100.0
|
|
|
80,135
|
|
|
—
|
|
|
100.0
|
|
||||
Total operating expenses
|
191,535
|
|
|
79,371
|
|
|
141.3
|
|
|
271,338
|
|
|
145,726
|
|
|
86.2
|
|
||||
Operating income
|
$
|
94,131
|
|
|
$
|
161,818
|
|
|
(41.8
|
)
|
|
$
|
276,209
|
|
|
$
|
332,853
|
|
|
(17.0
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
OPERATIONAL DATA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Gathered volumes (BBtu per day)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Firm capacity reservation (2)
|
3,555
|
|
|
2,007
|
|
|
77.1
|
|
|
3,067
|
|
|
1,986
|
|
|
54.4
|
|
||||
Volumetric-based services
|
4,350
|
|
|
4,202
|
|
|
3.5
|
|
|
4,272
|
|
|
4,217
|
|
|
1.3
|
|
||||
Total gathered volumes
|
7,905
|
|
|
6,209
|
|
|
27.3
|
|
|
7,339
|
|
|
6,203
|
|
|
18.3
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Capital expenditures
|
$
|
256,318
|
|
|
$
|
186,457
|
|
|
37.5
|
|
|
$
|
414,318
|
|
|
$
|
320,595
|
|
|
29.2
|
|
(1)
|
Includes the pre-acquisition results of the Drop-Down Transaction and the EQM-RMP Mergers, which were effective on May 1, 2018 and July 23, 2018, respectively. The recast is for the period the acquired businesses were under the common control of EQT, which began on November 13, 2017 as a result of the Rice Merger.
|
(2)
|
Includes revenues and volumes from contracts with MVCs.
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||||||||
|
2019
|
|
2018
|
|
%
Change |
|
2019
|
|
2018
|
|
%
Change |
||||||||||
|
(Thousands, except per day amounts)
|
||||||||||||||||||||
FINANCIAL DATA
|
|
|
|
|
|
|
|
||||||||||||||
Firm reservation fee revenues
|
$
|
81,836
|
|
|
$
|
82,222
|
|
|
(0.5
|
)
|
|
$
|
181,060
|
|
|
$
|
179,997
|
|
|
0.6
|
|
Volumetric-based fee revenues
|
10,931
|
|
|
6,923
|
|
|
57.9
|
|
|
21,566
|
|
|
16,082
|
|
|
34.1
|
|
||||
Total operating revenues
|
92,767
|
|
|
89,145
|
|
|
4.1
|
|
|
202,626
|
|
|
196,079
|
|
|
3.3
|
|
||||
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Operating and maintenance
|
10,082
|
|
|
8,810
|
|
|
14.4
|
|
|
14,166
|
|
|
16,361
|
|
|
(13.4
|
)
|
||||
Selling, general and administrative
|
6,847
|
|
|
7,263
|
|
|
(5.7
|
)
|
|
15,339
|
|
|
14,754
|
|
|
4.0
|
|
||||
Depreciation
|
12,594
|
|
|
12,430
|
|
|
1.3
|
|
|
25,127
|
|
|
24,871
|
|
|
1.0
|
|
||||
Total operating expenses
|
29,523
|
|
|
28,503
|
|
|
3.6
|
|
|
54,632
|
|
|
55,986
|
|
|
(2.4
|
)
|
||||
Operating income
|
$
|
63,244
|
|
|
$
|
60,642
|
|
|
4.3
|
|
|
$
|
147,994
|
|
|
$
|
140,093
|
|
|
5.6
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Equity income
|
$
|
36,782
|
|
|
$
|
10,938
|
|
|
236.3
|
|
|
$
|
67,845
|
|
|
$
|
19,749
|
|
|
243.5
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
OPERATIONAL DATA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Transmission pipeline throughput (BBtu per day)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Firm capacity reservation
|
2,647
|
|
|
2,826
|
|
|
(6.3
|
)
|
|
2,802
|
|
|
2,821
|
|
|
(0.7
|
)
|
||||
Volumetric-based services
|
211
|
|
|
41
|
|
|
414.6
|
|
|
158
|
|
|
41
|
|
|
285.4
|
|
||||
Total transmission pipeline throughput
|
2,858
|
|
|
2,867
|
|
|
(0.3
|
)
|
|
2,960
|
|
|
2,862
|
|
|
3.4
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Average contracted firm transmission reservation commitments (BBtu per day)
|
3,649
|
|
|
3,607
|
|
|
1.2
|
|
|
4,045
|
|
|
3,873
|
|
|
4.4
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Capital expenditures
|
$
|
11,229
|
|
|
$
|
27,962
|
|
|
(59.8
|
)
|
|
$
|
29,991
|
|
|
$
|
46,891
|
|
|
(36.0
|
)
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||||||||
|
2019
|
|
2018 (1)
|
|
%
Change |
|
2019
|
|
2018 (1)
|
|
%
Change |
||||||||||
|
(Thousands)
|
||||||||||||||||||||
FINANCIAL DATA
|
|
|
|
|
|
|
|
||||||||||||||
Water services revenues
|
$
|
27,734
|
|
|
$
|
44,363
|
|
|
(37.5
|
)
|
|
$
|
45,776
|
|
|
$
|
71,065
|
|
|
(35.6
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Operating and maintenance
|
10,994
|
|
|
13,872
|
|
|
(20.7
|
)
|
|
19,540
|
|
|
18,380
|
|
|
6.3
|
|
||||
Selling, general and administrative
|
190
|
|
|
1,285
|
|
|
(85.2
|
)
|
|
2,084
|
|
|
2,396
|
|
|
(13.0
|
)
|
||||
Depreciation
|
6,478
|
|
|
5,798
|
|
|
11.7
|
|
|
12,894
|
|
|
11,569
|
|
|
11.5
|
|
||||
Total operating expenses
|
17,662
|
|
|
20,955
|
|
|
(15.7
|
)
|
|
34,518
|
|
|
32,345
|
|
|
6.7
|
|
||||
Operating income
|
$
|
10,072
|
|
|
$
|
23,408
|
|
|
(57.0
|
)
|
|
$
|
11,258
|
|
|
$
|
38,720
|
|
|
(70.9
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
OPERATIONAL DATA
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Water services volumes (MMgal)
|
619
|
|
|
750
|
|
|
(17.5
|
)
|
|
988
|
|
|
1,291
|
|
|
(23.5
|
)
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Capital expenditures
|
$
|
8,849
|
|
|
$
|
7,002
|
|
|
26.4
|
|
|
$
|
18,024
|
|
|
$
|
9,377
|
|
|
92.2
|
|
(1)
|
EQM's consolidated financial statements have been retrospectively recast to include the pre-acquisition results of the EQM-RMP Mergers, which was effective July 23, 2018. The recast is for the period the acquired businesses were under the common control of EQT, which began on November 13, 2017 as a result of the Rice Merger.
|
•
|
Mountain Valley Pipeline. The MVP Joint Venture is a joint venture among EQM and affiliates of each of NextEra Energy, Inc., Con Edison, AltaGas Ltd. and RGC Resources, Inc. that is constructing the MVP. As of June 30, 2019, EQM is the operator of the MVP and owned a 45.5% interest in the MVP project. 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 EQM's existing transmission and storage system in Wetzel County, West Virginia to Pittsylvania County, Virginia, providing access to the growing southeast demand markets. During the six months ended June 30, 2019, EQM made capital contributions of approximately $292 million to the MVP Joint Venture for the MVP project. For the remainder of 2019, EQM expects to make capital contributions of approximately $0.7 billion to $0.8 billion to the MVP Joint Venture for purposes of the MVP, depending on the timing of the construction of the MVP. 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 of incremental compression. The MVP Joint Venture is also undertaking the MVP Southgate project and is evaluating other future pipeline extension projects.
|
•
|
Wellhead Gathering Expansion and Hammerhead Project. During the six months ended June 30, 2019, EQM invested approximately $395 million in gathering expansion projects. For the remainder of 2019, EQM expects to invest approximately $575 million in gathering expansion projects, including the continued gathering infrastructure expansion of core development areas in the Marcellus and Utica Shales, primarily in southwestern
|
•
|
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 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. During the six months ended June 30, 2019, EQM made capital contributions of approximately $8 million to the MVP Joint Venture for the MVP Southgate project. For the remainder of 2019, EQM expects to provide capital contributions of approximately $15 million to the MVP Joint Venture for the MVP Southgate project. As of June 30, 2019, 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. In March 2019, the FERC issued an environmental review schedule that states that the FERC plans to issue the final Environmental Impact Statement by December 19, 2019, and the FERC issued the draft Environmental Impact Statement on July 26, 2019. The schedule also identifies March 18, 2020 as the deadline for other agencies to act on other federal authorizations required for the project (the FERC, however, is not subject to this deadline). Subject to approval by the FERC and other regulatory agencies, the MVP Southgate project has a targeted in-service date of the fourth quarter of 2020.
|
•
|
Transmission Expansion. During the six months ended June 30, 2019, EQM invested approximately $27 million in transmission expansion projects. For the remainder of 2019, EQM expects to invest approximately $25 million in transmission expansion projects, primarily attributable to the Allegheny Valley Connector (AVC), the Equitrans, L.P. Expansion project (EEP), which is designed to provide north-to-south capacity on the mainline Equitrans, L.P. system, including for deliveries to the MVP, and power plant projects. A portion of EEP is expected to commence operations with interruptible service in the third quarter of 2019. EEP will provide capacity of approximately 600 MMcf per day and offers access to several markets through interconnects with Texas Eastern Transmission, Dominion Transmission and Columbia Gas Transmission. EEP will also provide delivery into MVP and once MVP is placed in service, firm transportation agreements for 550 MMcf per day of capacity will commence under 20-year terms. EEP has a targeted full in-service date of mid-2020. In January 2019, EQM 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 in 2023. As of June 30, 2019, EQM has invested approximately $1 million in the Brooke County project and expects to invest an additional $6 million for the remainder of 2019.
|
•
|
Water Expansion. During the six months ended June 30, 2019, EQM invested approximately $18 million in the expansion of its fresh water delivery infrastructure. In response to continued lower natural gas prices, several producer customers have modified their well development plans, which impacts the expected timing of EQM's fresh water delivery services. As a result, EQM now forecasts full-year 2019 water expansion capital expenditures of $50 million.
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
|
(Thousands)
|
||||||||||||||
Expansion capital expenditures (a)
|
$
|
266,970
|
|
|
$
|
213,628
|
|
|
$
|
443,479
|
|
|
$
|
361,705
|
|
Maintenance capital expenditures
|
9,426
|
|
|
7,793
|
|
|
18,854
|
|
|
15,158
|
|
||||
Headquarters capital expenditures
|
2,323
|
|
|
—
|
|
|
5,719
|
|
|
—
|
|
||||
Total capital expenditures (b)(c)
|
$
|
278,719
|
|
|
$
|
221,421
|
|
|
$
|
468,052
|
|
|
$
|
376,863
|
|
(a)
|
Expansion capital expenditures do not include capital contributions made to the MVP Joint Venture for the MVP and MVP Southgate projects of approximately $156.4 million and $65.8 million for the three months ended June 30, 2019 and 2018, respectively, and approximately $301.2 million and $182.8 million for the six months ended June 30, 2019 and 2018, respectively.
|
(b)
|
Includes approximately $10.9 million of capital expenditures related to noncontrolling interests in Eureka Midstream for the three and six months ended June 30, 2019.
|
(c)
|
The Company accrues capital expenditures when the work has been completed but the associated bills have not been paid. Accrued capital expenditures are excluded from the statements of condensed consolidated cash flows until they are paid. See Note 6 to the condensed 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
|
|
Negative
|
|
BBB-
|
|
Negative
|
Fitch
|
BB
|
|
Negative
|
|
BBB-
|
|
Negative
|
•
|
Sierra Club, et al. v. U.S. Army Corps of Engineers, et al., consolidated under Case No. 18-1173, Fourth Circuit Court of Appeals (Fourth Circuit). In February 2018, the Sierra Club filed a lawsuit in the Fourth Circuit against the U.S. Army Corps of Engineers (the U.S. Army Corps). The lawsuit challenges the verification by the Huntington District of the U.S. Army Corps that Nationwide Permit 12, which generally authorizes discharges of dredge or fill material into waters of the United States and the construction of pipelines across such waters under Section 404 of the Clean Water Act, 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
|
•
|
WVDEP Rulemaking Proceedings - Section 401 Nationwide Permit. 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 issued a new notice and comment period for further modifications of the 401 certification. On April 24, 2019, the WVDEP submitted the modification to the United States Environmental Protection Agency (the EPA) for approval (since the WVDEP is also required to obtain the EPA's agreement to the modified 401 certification) and provided notice to the U.S. Army Corps. 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 is targeting reverification to occur during the third quarter of 2019. The notice and comment period ended on March 4, 2019. However, the MVP Joint Venture cannot guarantee that the WVDEP's action will not be challenged or that the EPA or the U.S. Army Corps Districts will act promptly or be deemed to have acted properly if challenged, in which case reverification may be delayed past the third quarter of 2019.
|
•
|
Sierra Club, et al. v. U.S. Army Corps of Engineers et al., Case No. 18-1713, Fourth Circuit Court of Appeals. 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's decision to verify the MVP Joint Venture's use of Nationwide Permit 12 for stream crossings in Virginia. 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.
|
•
|
Sierra Club, et al. v. U.S. Forest Service, et al., consolidated under Case No. 17-2399, Fourth Circuit Court of Appeals. 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. 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 the 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.
|
•
|
Challenges to FERC Certificate, Court of Appeals for the District of Columbia Circuit (DC Circuit). Multiple parties have sought judicial review of the FERC's order issuing a certificate of convenience and necessity to the MVP Joint
|
•
|
Mountain Valley Pipeline, LLC v. 6.56 Acres of Land et al., Case No. 18-1159, Fourth Circuit Court of Appeals. 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 consolidated these cases and held oral argument in September 2018. On February 5, 2019, the Fourth Circuit issued an opinion affirming the decisions of the U.S. District Courts granting the MVP Joint Venture immediate access for construction of the pipeline. On March 15, 2019, the Fourth Circuit issued another opinion finding that the MVP Joint Venture did not have to condemn the interest of coal owners, nor are coal owners entitled to assert claims in the condemnation proceedings for lost coal on tracts for which they do not own a surface interest being condemned. On July 3, 2019, a group of landowners filed a writ of certiorari with the United States Supreme Court related to the Fourth Circuit’s ruling on immediate access. The MVP Joint Venture anticipates that the Supreme Court will issue its determination to accept or reject the case during the fourth quarter of 2019.
|
•
|
Greenbrier River Watershed Ass’n v. WVDEP, Circuit Court of Summers County, West Virginia. 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.
|
•
|
WVDEP Consent Order. On March 19, 2019, the WVDEP issued 26 NOVs to the MVP Joint Venture for various construction and sediment and erosion control issues in 2018. The MVP Joint Venture and WVDEP have reached a tentative settlement agreement which will be documented as an administrative consent order for the MVP Joint Venture to pay $0.3 million in penalties. The consent order is subject to a state mandated 30-day public comment period. In addition to payment of assessed penalties, the MVP Joint Venture is required to submit a corrective action plan to resolve any outstanding permit compliance matters.
|
•
|
Sierra Club et al. v. U.S. Dep’t of Interior et al., Case No. 18-1082, Fourth Circuit Court of Appeals. On August 6, 2018, the Fourth Circuit held that National Park Service (NPS) acted arbitrarily and capriciously in granting the Atlantic Coast Pipeline (ACP) a right-of-way permit across the Blue Ridge Parkway. Specifically, the Fourth Circuit found that the permit cited the wrong source of legal authority and the NPS failed to make a “threshold determination that granting the right-of-way is ‘not inconsistent with the use of such lands for parkway purposes’ and the overall
|
•
|
Cowpasture River Preservation Association, et al. v. U.S. Forest Service, et al., Case No. 18-1144, Fourth Circuit Court of Appeals. On December 13, 2018, in an unrelated case involving the ACP, the Fourth Circuit held that the USFS, 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. On February 25, 2019, the Fourth Circuit denied ACP’s petition for en banc rehearing. The federal government and ACP filed petitions to the United States Supreme Court on June 26, 2019 seeking judicial review of the Fourth Circuit's decision. The MVP Joint Venture anticipates that the Supreme Court will issue its determination to accept or reject the case during the fourth quarter of 2019. The MVP Joint Venture is pursuing multiple options to address the Appalachian Trail issue, including but not limited to, administrative, regulatory and legislative options.
|
•
|
Grand Jury Subpoena. 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 requested that the MVP Joint Venture and its members, contractors, suppliers and other entities involved in the construction of the MVP 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. The MVP Joint Venture began a rolling production of documents responsive to the subpoena after the U.S. Attorney’s office narrowed its subpoena inquiry to five farms in Virginia containing 20 streams or wetlands.
|
•
|
Paylor et al. v. Mountain Valley Pipeline, LLC, Case No. CL18-4874-00, Circuit Court of Henrico County. On December 7, 2018, the Virginia Department of Environmental Quality and the State Water Control Board filed a lawsuit against the MVP Joint Venture in the Circuit Court of Henrico County 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.
|
•
|
EQM’s existing unitholders' proportionate ownership interest in EQM will decrease;
|
•
|
the amount of distributable cash flow on each unit may decrease;
|
•
|
the ratio of taxable income to distributions may increase;
|
•
|
the relative voting strength of each previously outstanding unit may be diminished; and
|
•
|
the market price of EQM common units may decline.
|
•
|
operating a larger combined organization with assets or operations that may extend into new geographic areas and lines of business;
|
•
|
integrating gathering systems and other assets, infrastructure and personnel into existing operations, including addressing any new operational focuses or regulatory programs and legacy legal, operational or regulatory challenges of acquired assets or businesses;
|
•
|
addressing the potential diversion of management’s time and attention away from EQM’s existing business to address integration or other related issues;
|
•
|
hiring, training or retaining qualified personnel to manage and operate EQM’s growing business and assets;
|
•
|
addressing the loss of customers or key employees, obtaining new customers and expanding relationships with existing customers;
|
•
|
maintaining an effective system of internal controls in compliance with the Sarbanes-Oxley Act of 2002 as well as other regulatory compliance and corporate governance matters; and
|
•
|
integrating new technology systems for financial reporting.
|
Exhibit No.
|
|
|
Document Description
|
|
Method of Filing
|
|
|
Fourth Amended and Restated Agreement of Limited Partnership of EQM Midstream Partners, LP, dated as of April 10, 2019.
|
|
Incorporated herein by reference to Exhibit 3.1 to EQM Midstream Partners, LP’s Form 8-K (#001-35574) filed on April 10, 2019.
|
|
|
|
Amendment No. 1 to Credit Agreement, dated May 7, 2019, by and among Equitrans Midstream Corporation, Goldman Sachs Bank USA, as administrative agent, and PNC Bank, National Association, as collateral agent.
|
|
Filed herewith as Exhibit 10.1.
|
|
|
|
Amendment No. 2 to Gas Gathering Agreement for the WG-100 Gas Gathering System, dated June 1, 2019, 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 [***].
|
|
Filed herewith as Exhibit 10.2.
|
|
|
|
Amendment No. 3 to Gas Gathering Agreement for the Mercury, Pandora, Pluto and Saturn Gas Gathering Systems, dated June 1, 2019, 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 [***].
|
|
Filed herewith as Exhibit 10.3.
|
|
|
|
Second Amendment to Gas Gathering and Compression Agreement, dated June 1, 2019, by and among Rice Drilling B LLC, Alpha Shale Resources LP and RM Partners, LP. Specific items in this exhibit have been redacted, as marked by [***].
|
|
Filed herewith as Exhibit 10.4.
|
|
|
|
Transportation Service Agreement Applicable to Firm Transportation Service Under Rate Schedule FTS, Contract No. EQTR 20242-852, dated as of September 24, 2014 and amended through April 1, 2019, by and between Equitrans, L.P. and EQT Energy, LLC.
|
|
Filed herewith as Exhibit 10.5.
|
|
|
Transportation Service Agreement Applicable to Firm Transportation Service Under Rate Schedule FTS, Contract No. CW2250463-1296, dated as of January 8, 2016 and amended through April 1, 2019, by and between Equitrans, L.P. and EQT Energy, LLC.
|
|
Filed herewith as Exhibit 10.6.
|
|
|
|
Registration Rights Agreement, dated as of April 10, 2019, by and among EQM Midstream Partners, LP and the Purchasers party 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 4.1 to EQM Midstream Partners, LP’s Form 8-K (#001-35574) filed on April 10, 2019.
|
|
|
|
Separation Agreement and General Release, dated as of April 1, 2019, by and between Equitrans Midstream Corporation and Robert C. Williams.
|
|
Incorporated herein by reference to Exhibit 10.1 to Equitrans Midstream Corporation’s Form 8-K (#001-38629) filed on April 1, 2019.
|
|
|
|
Letter Agreement, dated April 2, 2019, by and between Stephen M. Moore and Equitrans Midstream Corporation.
|
|
Incorporated herein by reference to Exhibit 10.12 to Equitrans Midstream Corporation’s Quarterly Report on Form 10-Q (#001-38629) filed on April 30, 2019.
|
|
|
|
Confidentiality, Non-Solicitation and Non-Competition Agreement, dated April 15, 2019, by and between Stephen M. Moore and Equitrans Midstream Corporation.
|
|
Incorporated herein by reference to Exhibit 10.13 to Equitrans Midstream Corporation’s Quarterly Report on Form 10-Q (#001-38629) filed on April 30, 2019.
|
|
|
|
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
|
|
|
Inline Interactive Data File.
|
|
Filed herewith as Exhibit 101.
|
104
|
|
|
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
|
|
Filed herewith as Exhibit 104.
|
|
Equitrans Midstream Corporation
|
|
|
(Registrant)
|
|
|
|
|
|
|
|
|
By:
|
/s/ Kirk R. Oliver
|
|
|
Kirk R. Oliver
|
|
|
Senior Vice President and Chief Financial Officer
|
(a)
|
The definition of “Leverage Ratio” is hereby amended by inserting the following proviso at the end thereof immediately before the period at the end thereof:
|
(b)
|
Section 5.04 of the Credit Agreement is hereby amended by adding the following sentence to the end of the last paragraph of Section 5.04:
|
(a)
|
The Administrative Agent shall have received a duly authorized, executed and delivered counterpart of the signature page to this Amendment No. 1 from the Borrower, the Administrative Agent and the Collateral Agent.
|
(b)
|
The Administrative Agent shall have received a certificate signed by a Responsible Officer of the Borrower dated the date hereof certifying as to the matters in Section 4.
|
(a)
|
Governing Law; Submission to Jurisdiction, Consent to Service of Process, Waiver of Jury Trial, Etc. Sections 9.11 and 9.15 of the Credit Agreement are incorporated by reference herein as if such Sections appeared herein, mutatis mutandis.
|
(b)
|
Severability. Section 9.12 of the Credit Agreement is incorporated by reference herein as if such Section appeared herein, mutatis mutandis.
|
(c)
|
Counterparts; Headings. This Amendment No. 1 may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. Delivery of an executed counterpart of a signature page of this Amendment No. 1 by telecopy or other electronic imaging means (i.e., “pdf” or “tif”) shall be effective as delivery of a manually executed counterpart of this Amendment No. 1. Article and Section headings used herein are included for convenience of reference only, shall not constitute a part hereof, shall not be given any substantive effect and shall not affect the interpretation of this Amendment No. 1.
|
(d)
|
Effect of Amendment. Except as expressly set forth herein, (i) this Amendment No. 1 shall not by implication or otherwise limit, impair, constitute a waiver of or otherwise affect the rights and remedies of the Lenders, the Administrative Agent or any other Agent, in each case under the Credit Agreement or any other Loan Document, and (ii) shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other provision of either such agreement or any other Loan Document. Each and every term, condition, obligation, covenant and agreement contained in the Amended Credit Agreement, or any other Loan Document, is hereby ratified and re-affirmed in all respects and shall continue in full force and effect. This Amendment No. 1 shall constitute a Loan Document for purposes of the Amended Credit Agreement.
|
(e)
|
Amendment, Modification and Waiver. This Amendment No. 1 may not be amended nor may any provision hereof be waived except pursuant to a writing signed by each of the parties hereto.
|
(f)
|
Expenses, Indemnity. For the avoidance of doubt, the provisions of Section 9.05 of the Credit Agreement shall apply to this Amendment No. 1 as if such Section appeared herein, mutatis mutandis.
|
EQT PRODUCTION COMPANY
|
By: /s/ Gary E. Gould
|
Name: Gary E. Gould
|
Title: COO
|
|
EQT Energy, LLC
|
By: /s/ Donald M. Jenkins
|
Name: Donald M. Jenkins
|
Title: EVP Commerical, BD, IT, & Safey
|
|
EQM GATHERING OPCO, LLC
|
By: /s/ Paul Kress
|
Name: Paul Kress
|
Title: VP
|
Delivery Point(s)
|
Location
|
MarkWest Mobley
|
Logansport, WV
|
|
|
|
|
|
|
Drip Liquids
Delivery Point(s)
|
Location
|
MarkWest Mobley
|
Logansport, WV
|
NOTICES & CORRESPONDENCE
|
PAYMENTS BY ELECTRONIC FUNDS TRANSFER
|
EQT Energy, LLC
625 Liberty Avenue, Suite 1700
Pittsburgh, Pa 15222-3111
Attn: [***]
Phone: [***]
Fax: [***]
Email address: [***]
|
Per invoice instructions
Bank Name: [***]
ABA/Routing Number: [***]
Account Number: [***]
Account Name: [***]
|
EQT Production Company
625 Liberty Avenue, Suite 1700
Pittsburgh, Pa 15222-3111
Attn: [***]
Phone: [***]
Fax: [***]Email address: [***]
|
INVOICES
EQT Energy, LLC
625 Liberty Avenue, Suite 1700
Pittsburgh, Pa 15222-3111
Attn: [***]
Phone: [***]Fax: [***]Email address: [***]
|
|
NOTICES & CORRESPONDENCE
|
PAYMENTS BY ELECTRONIC FUNDS TRANSFER
|
EQT Gathering, LLC
2200 Energy Dr
Canonsburg, PA 15317
Attn: [***]
Phone: [***]Fax: [***]
Email: [***]
|
Per invoice instructions
Bank Name: [***]
ABA/Routing Number: [***]
Account Number: [***]
Account Name: [***]
|
|
INVOICES
|
|
Midstream Accounting
EQT Gathering, LLC
2200 Energy Dr
Canonsburg, PA 15317
Attn: [***]
Phone: [***]
Fax: [***]Email: [***]
|
EQT PRODUCTION COMPANY
|
By: /s/ Gary E. Gould
|
Name: Gary E. Gould
|
Title: COO
|
|
EQT Energy, LLC
|
By: /s/ Donald M. Jenkins
|
Name: Donald M. Jenkins
|
Title: EVP Commerical, BD, IT, & Safey
|
|
EQM GATHERING OPCO, LLC
|
By: /s/ Paul Kress
|
Name: Paul Kress
|
Title: VP
|
System
|
Receipt Point Meter ID
|
Receipt Point Meter Name
|
Receipt Point MDQ
Mcf / Day |
|
Mercury
|
5100016
|
Big 176 Gathering MM A Run
|
68,600
|
|
Mercury
|
5100042
|
Big 333/192 MM A Run
|
117,300*
|
|
Mercury
|
5100045
|
PNG 129 Gathering MM A Run
|
117,300
|
|
Mercury
|
5100069
|
PNG 103 MM A RUN UPGRADE
|
117,300
|
|
Mercury
|
5100070
|
PNG 103 MM B RUN UPGRADE
|
68,600
|
|
Mercury
|
5100115
|
Big 7 MM
|
68,600
|
|
Mercury
|
M5208892
|
Big 333/192 B Run
|
68,600*
|
|
Mercury
|
M5223136
|
BIG 176 Gathering MM B Run
|
117,300
|
|
Mercury
|
M5223466
|
PNG 129 Gathering MM B Run
|
117,300
|
|
Mercury
|
M5254143
|
BIG177 MM
|
117,300
|
|
Pandora
|
M5214491
|
CPT 11 MM
|
68,600
|
|
Pandora
|
M5214966
|
SMI 27 Gathering MM
|
117,300
|
|
Pandora
|
M5260005
|
WEU4 MM
|
117,300
|
|
Pandora
|
M5248857
|
SHR60 MM A RUN
|
68,600
|
|
Pandora
|
M5248860
|
SHR60 MM B RUN
|
68,600
|
|
Pluto
|
24491
|
RSM16
|
68,600
|
|
Pluto
|
24582
|
RSM110/112 Gathering Meter
|
68,600
|
|
Pluto
|
24595
|
RSM 118 Gathering MM
|
68,600
|
|
Pluto
|
24596
|
RSM 119 Gathering MM
|
68,600
|
|
Pluto
|
M5219740
|
RSM110/112 Gathering Meter
|
68,600
|
|
Pluto
|
M5234431
|
RSM 118 Gathering MM B Run
|
117,300
|
|
Saturn
|
24454
|
OXF 114, 115
|
19,600
|
|
Saturn
|
24455
|
OXF 121
|
19,600
|
|
Saturn
|
24456
|
OXF 43 and 44 MM
|
45,900
|
|
Saturn
|
24470
|
OXF 149/150/156 MM A Run
|
45,900
|
|
Saturn
|
24471
|
OXF 138 Interconnect
|
45,900
|
|
Saturn
|
24472
|
OXF 127 Interconnect
|
45,900
|
|
Saturn
|
24481
|
OX131/152/153Gathering MM
|
45,900
|
|
Saturn
|
24492
|
WEU 1&2 B Gathering Meter
|
45,900
|
|
Saturn
|
24556
|
OXF 16 MM
|
19,600
|
|
Saturn
|
24625
|
OXF 131/152/153 Gathering B Run
|
45,900
|
|
Saturn
|
5100020
|
PEN 15 Master Meter A Run
|
45,900
|
|
Saturn
|
M5260002
|
PUL96 MM A RUN
|
45,900
|
System
|
Receipt Point Meter ID
|
Receipt Point Meter Name
|
|
Saturn
|
M5260004
|
PUL96 MM B RUN
|
45,900
|
Saturn
|
5100059
|
SMI 28 MM A Run
|
78,500
|
Saturn
|
5100061
|
SMI 28 MM B Run
|
45,900
|
Saturn
|
M5212896
|
WEU-8 Gathering MM
|
78,500
|
Saturn
|
M5214202
|
WEU 51 MM
|
78,500
|
Saturn
|
M5214970
|
WEU 6 Gathering MM A Run
|
45,900
|
Saturn
|
M5222001
|
OXF 149/150/156MM B Run
|
45,900
|
Saturn
|
M5223803
|
OXF 157-159 Gathering MM A Run
|
45,900
|
Saturn
|
M5223804
|
OXF 157-159 Gathering MM B Run
|
45,900
|
Saturn
|
M5225932
|
WEU 6 MM B Run
|
45,900
|
Saturn
|
M5228452
|
WEU 1-2-49 MM
|
45,900
|
Saturn
|
M5243558
|
OXF163 MM Gather
|
78,500
|
Saturn
|
M5243552
|
OXF122 MM Gather
|
78,500
|
Saturn
|
M5274207
|
PEN 54 - MM1
|
78,500
|
Saturn
|
M5274212
|
PEN 54 – MM2
|
78,500
|
System
|
Delivery Point Meter ID
|
Delivery Point Meter Name
|
|
Mercury
|
5100025
|
MarkWest Mobley 2 (High pressure)
|
|
Mercury
|
M5202956
|
Mercury to MarkWest B Run (High pressure)
|
|
Mercury
|
M5209276
|
Mercury to MW - 16" run 1 (Low pressure)
|
|
Mercury
|
M5209277
|
Mercury to MW - 16" run 2 (Low pressure)
|
|
Mercury
|
5100017
|
Mercury to 302 (Mobley bypass)
|
|
Mercury
|
M5224080
|
Mercury to H-515 (Mobley bypass)
|
|
Mercury
|
5100042/ M5208892
|
Mercury Big 333/192 MM A Run to WG-100*
|
|
Pluto
|
24490
|
Pluto to GSF-604
|
|
Saturn
|
24452
|
Pierce North to Equitrans Gathering
|
|
Saturn
|
24453
|
Leeson South to Equitrans Gathering
|
|
Saturn
|
24484
|
Saturn Discharge to WG100
|
|
Saturn
|
M5229563
|
Saturn Units 6 & 7 Discharge to WG100
|
|
Saturn
|
M5270331
|
Janus Discharge 8” USM
|
|
Pandora
|
M5236043
|
Pandora Discharge 8" USM
|
|
|
|
|
System
|
Delivery Point Meter ID
|
Delivery Point Meter Name
|
||
Mercury
|
5100093
|
MarkWest Mobley (Logansport, West Virginia)
|
|
|
Saturn
|
M5206528
|
NGLs from Saturn to WG100
|
|
|
Saturn
|
M5229478
|
Saturn CS Liquids to WG100
|
|
|
Saturn
|
M5270332
|
Janus CS Liquids to WG100
|
|
|
Pandora
|
M5236148
|
Pandora Liquid Meter
|
|
NOTICES & CORRESPONDENCE
|
PAYMENTS BY ELECTRONIC FUNDS TRANSFER
|
EQT Energy, LLC
625 Liberty Avenue, Suite 1700
Pittsburgh, Pa 15222-3111
Attn: [***]
Phone: [***]
Fax: [***] Email address: [***]
|
Per invoice instructions
Bank Name: [***]
ABA/Routing Number: [***]
Account Number: [***] Account Name: [***]
|
EQT Production Company
625 Liberty Avenue, Suite 1700
Pittsburgh, Pa 15222-3111
Attn: [***] Phone: [***] Fax: [***] Email address: [***]
|
INVOICES
|
EQT Energy, LLC
625 Liberty Avenue, Suite 1700
Pittsburgh, Pa 15222-3111
Attn: [***]
Phone: [***]
Fax: [***] Email address: [***]
|
NOTICES & CORRESPONDENCE
|
PAYMENTS BY ELECTRONIC FUNDS TRANSFER
|
EQT Gathering, LLC
2200 Energy Dr
Canonsburg, PA 15317
Attn: [***]
Phone: [***]
Fax: [***]
Email: [***]
|
Per invoice instructions
Bank Name: [***]
ABA/Routing Number: [***]
Account Number: [***]
Account Name: [***]
|
|
INVOICES
|
|
Midstream Accounting
EQT Gathering, LLC
2200 Energy Dr
Canonsburg, PA 15317
Attn: [***]
Phone: [***]
Fax: [***] Email: [***]
|
System
|
Meter ID
|
Meter Name
|
GPS Coordinates
|
MAOP
|
Min DQ
Mcf/Day |
Max DQ
Mcf/Day |
||
Mercury
|
5100016
|
Big 176 Gathering MM A Run
|
-80.55179
|
39.55602
|
1,440
|
1,900
|
68,600
|
|
Mercury
|
5100042
|
Big 333/192 MM A Run
|
-80.58099
|
39.52385
|
1,440
|
3,200
|
117,300
|
|
Mercury
|
5100045
|
PNG 129 Gathering MM A Run
|
-80.64344
|
39.55349
|
1,440
|
3,200
|
117,300
|
|
Mercury
|
5100069
|
PNG 103 MM A RUN UPGRADE
|
-80.62447
|
39.56334
|
1,440
|
3,200
|
117,300
|
|
Mercury
|
5100070
|
PNG 103 MM B RUN UPGRADE
|
-80.62447
|
39.56334
|
1,440
|
1,900
|
68,600
|
|
Mercury
|
5100115
|
Big 7 MM
|
-80.61385
|
39.57679
|
1,440
|
1,900
|
68,600
|
|
Mercury
|
M5208892
|
Big 333/192 B Run
|
-80.58099
|
39.52385
|
1,440
|
1,900
|
68,600
|
|
Mercury
|
M5223136
|
BIG 176 Gathering MM B Run
|
-80.55179
|
39.55602
|
1,440
|
3,200
|
117,300
|
|
Mercury
|
M5223466
|
PNG 129 Gathering MM B Run
|
-80.64344
|
39.55349
|
1,440
|
3,200
|
117,300
|
|
Mercury
|
M5254143
|
BIG177 MM
|
-80.5842
|
39.58225
|
1,440
|
1,900
|
117,300
|
|
Pandora
|
M5214491
|
CPT 11 MM
|
-80.72431
|
39.38134
|
1,440
|
1,900
|
68,600
|
|
Pandora
|
M5214966
|
SMI 27 Gathering MM
|
-80.7027132
|
39.3813596
|
1,440
|
3,200
|
117,300
|
|
Pandora
|
M5248857
|
SHR60 MM A RUN
|
-80.8177
|
39.38813
|
1440
|
800
|
68,600
|
|
Pandora
|
M5248860
|
SHR60 MM B RUN
|
-80.8177
|
39.38813
|
1440
|
800
|
68,600
|
|
Pandora
|
M5260005
|
WEU4 MM
|
39.36664
|
-80.82072
|
1440
|
3,200
|
117,300
|
|
Pluto
|
24491
|
RSM16
|
-80.14147
|
39.32203
|
1,440
|
1,900
|
68,600
|
|
Pluto
|
24582
|
RSM110/112 Gathering Meter
|
-80.16256
|
39.31757
|
1,440
|
1,900
|
68,600
|
|
Pluto
|
24595
|
RSM 118 Gathering MM
|
-80.18918
|
39.29457
|
1,440
|
1,900
|
68,600
|
|
Pluto
|
24596
|
RSM 119 Gathering MM
|
-80.15786
|
39.29579
|
1,440
|
1,900
|
68,600
|
|
Pluto
|
M5219740
|
RSM110/112 Gathering Meter
|
-80.16256
|
39.31757
|
1,440
|
1,900
|
68,600
|
|
Pluto
|
M5234431
|
RSM 118 Gathering MM B Run
|
-80.1892
|
39.29487
|
1440
|
1,450
|
117,300
|
|
Saturn
|
24454
|
OXF 114, 115
|
-80.80857
|
39.14277
|
720
|
600
|
19,600
|
|
Saturn
|
24455
|
OXF 121
|
-80.8068
|
39.1359
|
720
|
600
|
19,600
|
|
Saturn
|
24456
|
OXF 43 and 44 MM
|
-80.81166
|
39.14533
|
720
|
1,200
|
45,900
|
|
Saturn
|
24470
|
OXF 149/150/156 MM A Run
|
-80.78491
|
39.21018
|
720
|
1,200
|
45,900
|
|
Saturn
|
24471
|
OXF 138 Interconnect
|
-80.78468
|
39.20905
|
720
|
1,200
|
45,900
|
|
Saturn
|
24472
|
OXF 127 Interconnect
|
-80.80583
|
39.19561
|
720
|
1,200
|
45,900
|
System
|
Meter ID
|
Meter Name
|
GPS Coordinates
|
MAOP
|
Min DQ
Mcf/Day |
Max DQ
Mcf/Day |
|
Saturn
|
24481
|
OX131/152/153Gathering MM
|
-80.79538
|
39.18596
|
720
|
1,200
|
45,900
|
Saturn
|
24492
|
WEU 1&2 B Gathering Meter
|
-80.7872
|
39.2635
|
720
|
1,200
|
45,900
|
Saturn
|
24556
|
OXF 16 MM
|
-80.77924
|
39.18906
|
720
|
600
|
19,600
|
Saturn
|
24625
|
OXF 131/152/153 Gathering B Run
|
-80.7952
|
39.18556
|
720
|
1,200
|
45,900
|
Saturn
|
5100020
|
PEN 15 Master Meter A Run
|
-80.936507
|
39.2502322
|
720
|
1,200
|
45,900
|
Saturn
|
5100048
|
PEN15 MM B RUN
|
-80.936507
|
39.2502322
|
720
|
1,200
|
45,900
|
Saturn
|
5100059
|
SMI 28 MM A Run
|
-80.74666
|
39.25743
|
720
|
2,100
|
78,500
|
Saturn
|
5100061
|
SMI 28 MM B Run
|
-80.74666
|
39.25743
|
720
|
1,200
|
45,900
|
Saturn
|
M5212896
|
WEU-8 Gathering MM
|
-80.80077
|
39.27448
|
720
|
2,100
|
78,500
|
Saturn
|
M5214202
|
WEU 51 MM
|
-80.76367
|
39.25619
|
720
|
2,100
|
78,500
|
Saturn
|
M5214970
|
WEU 6 Gathering MM A Run
|
-80.75645
|
39.29037
|
720
|
1,200
|
45,900
|
Saturn
|
M5222001
|
OXF 149/150/156MM B Run
|
-80.78491
|
39.21018
|
720
|
1,200
|
45,900
|
Saturn
|
M5223803
|
OXF 157-159 Gathering MM A Run
|
-80.76716
|
39.21132
|
720
|
1,200
|
45,900
|
Saturn
|
M5223804
|
OXF 157-159 Gathering MM B Run
|
-80.76716
|
39.21132
|
720
|
1,200
|
45,900
|
Saturn
|
M5225932
|
WEU 6 MM B Run
|
-80.75645
|
39.29037
|
720
|
1,200
|
45,900
|
Saturn
|
M5228452
|
WEU 1-2-49 MM
|
-80.7872
|
39.2635
|
720
|
1,200
|
45,900
|
Saturn
|
M5243558
|
OXF163 MM Gather
|
-80.8069
|
39.13586
|
720
|
1,650
|
78,500
|
Saturn
|
M5243552
|
OXF122 MM Gather
|
-80.8069
|
39.13586
|
720
|
1,650
|
78,500
|
Saturn
|
M5260002
|
PUL96 MM A RUN
|
-80.98591
|
39.21114
|
720
|
1,200
|
45,900
|
Saturn
|
M5260004
|
PUL96 MM B RUN
|
-80.98591
|
39.21114
|
720
|
1,200
|
45,900
|
Saturn
|
M5274207
|
PEN 54 - MM1
|
-80.92757
|
39.25374
|
720
|
2,100
|
78,500
|
Saturn
|
M5274212
|
PEN 54 – MM2
|
-80.92757
|
39.25374
|
720
|
2,100
|
78,500
|
RICE DRILLING B LLC
|
|
By: /s/ Gary E. Gould
|
Name: Gary E. Gould
|
Its: COO
|
|
ALPHA SHALE RESOURCES LP
|
By: ALPHA SHALE HOLDINGS LLC,
|
its General Partner
|
|
By: /s/ Gary E. Gould
|
Name: Gary E. Gould
|
Title: COO
|
|
RM PARTNERS, LP
|
By: EQM MIDSTREAM
|
MANAGEMENT, LLC, its General
|
Partner
|
|
By: /s/ Paul Kress
|
Name: Paul Kress
|
Title: VP
|
System Name
|
Deliver Point Name
|
Downstream Pipeline
|
In-Service Date
|
Maximum Daily Quantity (Dth/Day)
|
Mojo
|
Mojo
|
TCO
|
Effective Date
|
[***]
|
|
|
|
|
|
Denex
|
California
|
DTI
|
Effective Date
|
[***]
|
|
Maverick
|
M3
|
Effective Date
|
[***]
|
|
Tombstone
|
TETCO
|
Effective Date
|
[***]
|
|
Jaybird
|
ETRN - H148
|
Effective Date
|
[***]
|
|
Brova
|
ETRN - M78
|
Effective Date
|
[***]
|
|
Kryptonite
|
TCO
|
Effective Date
|
[***]
|
|
|
|
|
|
ASR/Whipkey
|
Steinmiller
|
DTI
|
Effective Date
|
[***]
|
|
Tau
|
TCO
|
Effective Date
|
[***]
|
|
Upsilon
|
TCO
|
Effective Date
|
[***]
|
|
Rawhide
|
TETCO
|
Effective Date
|
[***]
|
|
|
|
|
|
|
|
|
|
|
Leather Jacket
|
Cygrymus
|
DTI
|
Effective Date
|
[***]
|
|
|
|
|
|
Windridge
|
Windridge
|
TETCO
|
Effective Date
|
[***]
|
|
|
|
|
|
Blue Jacket
|
Rogersville
|
TETCO
|
Effective Date
|
[***]
|
|
|
|
|
|
Yellow Jacket
|
Waynesburg
|
TETCO
|
Effective Date
|
[***]
|
|
|
|
|
|
Beta
|
Bambino
|
TETCO
|
2018
|
[***]
|
|
|
|
|
|
Throckmorton
|
Throckmorton
|
DTI
|
Effective Date
|
[***]
|
Throckmorton
|
|
Hammerhead
|
1/1/2020
|
[***]
|
CUSTOMER:
|
|
EQUITRANS, L.P.:
|
By /s/ Paul Kress 9/30/2014 |
|
By /s/ Andrew. L. Murphy 9/30/2014
|
|
|
|
Title Vice President |
|
Title Vice President |
|
|
|
|
|
|
|
Base MDQ (Dth)
|
|
Winter MDQ (Dth)
|
|
Effective Date
|
|
1,035,000
|
|
1,035,000
|
|
12/01/2017
|
|
630,000
|
|
630,000
|
|
07/01/2023
|
|
325,000
|
|
325,000
|
|
09/01/2023
|
|
30,000
|
|
30,000
|
|
10/01/2024
|
Primary Delivery Point(s)
|
|
Base
|
|
Winter
|
Effective
|
(Meter No. and/or Meter Name)
|
|
MDQ Allocation
|
|
MDQ Allocation
|
Date
|
|
|
|
|
|
|
18120 – TETCO Braden Run
|
|
180,000 dth
|
|
180,000 dth
|
12/1/2017
|
73705 – TETCO Morris II
|
|
225, 000 dth
|
|
225,000 dth
|
12/1/2017
|
73713 - TETCO Jefferson
|
|
550, 000 dth
|
|
550,000 dth
|
12/1/2017
|
11027 - DTI Pratt II
|
|
30,000 dth
|
|
30,000 dth
|
12/1/2017
|
24438 – TCO Pickenpaw
|
50,000 dth
|
50,000 dth
|
12/1/2017
|
||
|
|
|
|
|
|
|
|
|
|
|
|
73713 - TETCO Jefferson
|
|
550, 000 dth
|
|
550, 000 dth
|
7/1/2023
|
18120 – TETCO Braden Run
|
|
0 dth
|
|
0 dth
|
7/1/2023
|
73705 – TETCO Morris II
|
|
0 dth
|
|
0 dth
|
7/1/2023
|
11027 - DTI Pratt II
|
|
30,000 dth
|
|
30,000 dth
|
7/1/2023
|
24438 – TCO Pickenpaw
|
50,000 dth
|
50,000 dth
|
7/1/2023
|
||
|
|
|
|
|
|
|
|
|
|
|
|
73713 - TETCO Jefferson
|
|
245, 000 dth
|
|
245, 000 dth
|
9/1/2023
|
11027 - DTI Pratt II
|
|
30,000 dth
|
|
30,000 dth
|
9/1/2023
|
24438 – TCO Pickenpaw
|
50,000 dth
|
50,000 dth
|
9/1/2023
|
||
|
|
|
|
|
|
|
|
|
|
|
|
11027 - DTI Pratt II
|
|
30,000 dth
|
|
30,000 dth
|
10/1/2024
|
CUSTOMER:
|
|
EQUITRANS, L.P.:
|
By /s/ Paul Kress 11/29/2017 |
|
By Jeremiah J. Ashcroft 11/29/2017
|
|
|
|
Title Vice President |
|
Title President |
|
|
|
|
|
|
1.
|
In accordance with Section 6.30 of the General Terms and Conditions of Equitrans’ Tariff, Equitrans and Customer agree that the following negotiated rate provisions will apply under the Agreement:
|
CUSTOMER:
|
|
EQUITRANS, L.P.:
|
By /s/ Donald M. Jenkins 3/20/2019 |
|
By Cliff Baker 3/26/2019
|
|
|
|
Title President |
|
Title SVP Commercial Dev. & Ops |
___
|
This Agreement supersedes, terminates, and cancels Contract No. _____, dated _____________. The superseded contract is no longer in effect.
|
6.
|
The Receipt and Delivery Points are stated in Exhibit A to this Agreement.
|
CUSTOMER:
|
|
EQUITRANS, L.P.:
|
By /s/ Paul Kress 1/8/2016
|
|
By /s/ David Gray 1/8/2016
|
Title Vice President
|
|
Title Senior Vice President
|
|
X
|
|
Mainline System (includes the Sunrise Transmission System and the Ohio
|
|
|
|
Valley Connector)
|
|
|
|
|
|
|
|
Allegheny Valley Connector
|
|
|
|
|
|
Base MDQ (Dth)
|
|
Winter MDQ (Dth)
|
|
Effective Date
|
|
650000
|
|
650000
|
|
12/1/2018
|
|
|
|
|
|
|
|
|
|
|
|
|
Primary Delivery Point(s)
|
|
Base
|
|
Winter
|
Effective
|
(Meter No. and/or Meter Name)
|
|
MDQ Allocation
|
|
MDQ Allocation
|
Date
|
60062 – REX Clarington
|
|
500,000 Dth
|
|
500,000 Dth
|
12/1/2018
|
70007D – Rover Traveler
|
|
150,000 Dth
|
|
150,000 Dth
|
12/1/2018
|
|
|
|
|
|
|
|
|
|
|
|
|
CUSTOMER:
|
|
EQUITRANS, L.P.:
|
By /s/ Donald M. Jenkins 11/30/2018 |
|
By /s/ Paul Kress 11/30/2018
|
Title President |
|
Title Vice President |
|
|
|
|
|
|
CUSTOMER:
|
|
EQUITRANS, L.P.:
|
By /s/ Donald M. Jenkins 3/20/2019 |
|
By /s/ Cliff Baker 3/26/2019
|
Title President |
|
Title SVP Commercial Dev. & Ops |
|
|
|
|
|
|
|
|
|
|
|
/s/ Thomas F. Karam
|
|
Thomas F. Karam
|
|
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
|
|
|
July 30, 2019
|
Thomas F. Karam
Chief Executive Officer
|
|
|
|
|
|
|
|
|
|
|
|
/s/ Kirk R. Oliver
|
|
|
July 30, 2019
|
Kirk R. Oliver
Senior Vice President and Chief Financial Officer
|
|
|