On February 21, 2018, EQT Corporation (EQT) announced plans to separate its midstream business, consisting of its separately managed gathering, transmission and storage, and water services operations (Midstream Business) from its upstream business, consisting of its natural gas, oil and natural gas liquids development, production and sales and commercial operations (Upstream Business). The separation of the Midstream Business from the Upstream Business (the Separation) will culminate in the spinoff from EQT of a new company named Equitrans Midstream Corporation, a Pennsylvania corporation (the Company). Following the Separation, the Company will hold the Midstream Business, including (i) EQT's approximate 91.3% limited partner interest and the entire non-economic general partner interest in EQGP Holdings, LP (formerly known as EQT GP Holdings, LP) (EQGP), a publicly traded partnership that trades on the New York Stock Exchange under the ticker symbol EQGP and that controls EQM Midstream Partners, LP (formerly known as EQT Midstream Partners, LP) (EQM) and (ii) EQT's approximate 12.7% limited partner interest in EQM, a publicly traded partnership that trades on the New York Stock Exchange under the ticker symbol EQM. EQM owns, operates, acquires and develops natural gas gathering, transmission and storage, and water services assets in the Appalachian Basin. Additionally, EQGP holds an approximate 1.2% general partner interest, an approximate 17.9% limited partner interest and all of the incentive distribution rights in EQM. Following the Separation, EQT will continue to hold its Upstream Business, which is the largest producer of natural gas in the United States based on average daily sales volume. We believe that EQT and the Company, as two distinct businesses, will have enhanced potential for customer base expansion and organic growth, and greater focus on their respective businesses and strategic priorities.

The separation of the Midstream Business and Upstream Business will occur by means of a pro rata distribution of 80.1% of the outstanding shares of the Company's common stock to holders of EQT common stock (the Distribution). Each EQT shareholder will receive 0.80 shares of the Company's common stock for every one share of EQT common stock held on November 1, 2018, the record date for the Distribution. You do not need to take any action to receive shares of the Company's common stock to which you are entitled as an EQT shareholder. You do not need to pay any consideration or surrender or exchange your EQT common stock to participate in the spin-off. It is intended that, for U.S. federal income tax purposes, the Distribution generally will be tax-free to EQT shareholders. EQT will not distribute any fractional shares of the Company's common stock, but instead will distribute cash in lieu of any fractional shares of the Company's common stock that you would have received after application of the above ratio. Upon completion of the Distribution, EQT will own 19.9% of the shares of the Company's common stock.

The Company intends to apply to have its common stock authorized for listing on the New York Stock Exchange under the ticker symbol ETRN. Following the Distribution, EQT will continue to trade on the New York Stock Exchange under the ticker symbol EQT.

I encourage you to read the attached information statement, which is being provided to EQT shareholders who held shares on the record date for the Distribution. The information statement describes the Separation in detail and contains important business and financial information about the Company.

I believe the Separation is a positive step for our businesses and our shareholders.

I am pleased to welcome you as a future shareholder of Equitrans Midstream Corporation (the Company). The Company will be one of the largest natural gas gatherers in the United States, with a premier asset footprint in the Appalachian Basin.

After the separation of the Company from EQT Corporation (EQT), the Company will own, directly or indirectly, (i) an approximate 91.3% limited partner interest and the entire non-economic general partner interest in EQGP Holdings, LP (formerly known as EQT GP Holdings, LP) (EQGP), a publicly traded partnership that trades on the New York Stock Exchange under the ticker symbol EQGP and controls EQM Midstream Partners, LP (formerly known as EQT Midstream Partners, LP) (EQM); and (ii) an approximate 12.7% limited partner interest in EQM, a publicly traded partnership that trades on the New York Stock Exchange under the ticker symbol EQM. EQM owns, operates, acquires and develops natural gas gathering, transmission and storage, and water services assets in the Appalachian Basin. Additionally, EQGP holds an approximate 1.2% general partner interest, an approximate 17.9% limited partner interest and all of the incentive distribution rights in EQM.

During the past year, we have strengthened the fundamentals of our business and expanded the scale of our operations. Among other things, EQT acquired Rice Energy Inc. (Rice Energy) on November 13, 2017. Rice Energy controlled Rice Midstream Partners LP (now known as RM Partners LP) (RMP), a growth-oriented limited partnership formed by Rice Energy to own, operate, develop and acquire midstream assets in the Appalachian Basin, and Rice West Virginia Midstream LLC (now known as EQM West Virginia Midstream LLC), Rice Olympus Midstream LLC (now known as EQM Olympus Midstream LLC). On May 22, 2018, (i) EQM acquired all of the outstanding limited liability company interests in each of Rice West Virginia Midstream LLC (now known as EQM West Virginia Midstream LLC), Rice Olympus Midstream LLC (now known as EQM Olympus Midstream LLC) and Strike Force Midstream Holdings LLC; and (ii) EQGP acquired all of the issued and outstanding incentive distribution rights of RMP. On July 23, 2018, EQM acquired RMP, which will allow the consolidation of the operations of both companies.

As a standalone publicly traded company, the Company will have enhanced potential for customer base expansion and organic growth. The Company intends to apply to have its common stock authorized for listing on the New York Stock Exchange under the ticker symbol ETRN. I encourage you to learn more about the Company and our strategic initiatives by reading the attached information statement.

Information contained herein is subject to completion or amendment. A Registration Statement on Form 10 relating to these securities has been filed with the U.S. Securities and Exchange Commission under the U.S. Securities Exchange Act of 1934, as amended.

This information statement is being furnished in connection with the distribution by EQT Corporation (EQT) to its shareholders of 80.1% of the outstanding shares of common stock of Equitrans Midstream Corporation, a Pennsylvania corporation (the Company). The Company is currently a wholly owned subsidiary of EQT that, after the separation of the Company from EQT, will hold (i) an approximate 91.3% limited partner interest and the entire non-economic general partner interest in EQGP Holdings, LP (EQGP), a publicly traded partnership that trades on the New York Stock Exchange (NYSE) under the ticker symbol EQGP, and (ii) an approximate 12.7% limited partner interest in EQM Midstream Partners, LP (EQM), a publicly traded partnership that trades on the NYSE under the ticker symbol EQM. Additionally, EQGP holds an approximate 1.2% general partner interest, an approximate 17.9% limited partner interest and all of the incentive distribution rights in EQM. To implement the separation of the Company from EQT, EQT will distribute 80.1% of the shares of the Company's common stock on a pro rata basis to EQT shareholders in a manner that is intended to be generally tax-free to EQT shareholders for U.S. federal income tax purposes. Following the Distribution, the Company will be a separate publicly traded company.

For every one share of EQT common stock held of record by you as of the close of business on November 1, 2018, the record date for the Distribution, you will receive 0.80 shares of the Company's common stock. You will receive cash in lieu of any fractional shares of the Company's common stock that you would have received after application of the above distribution ratio. As discussed in the section entitled "The Separation and Distribution—Trading Between the Record Date and Distribution Date," if you sell your shares of EQT common stock in the regular-way market after the record date and before the Distribution Date, you also will be selling your right to receive shares of the Company's common stock in the Distribution. The Company expects that shares of the Company's common stock will be distributed by EQT to you at 11:59 p.m., Eastern Time, on November 12, 2018. The date when the Distribution occurs is referred to in this information statement as the Distribution Date.

No vote of EQT shareholders is required for the Distribution. Therefore, you are not being asked for a proxy, and you are requested not to send EQT a proxy, in connection with the Distribution. You do not need to pay any consideration, exchange or surrender your existing shares of EQT common stock or take any other action to receive your shares of the Company's common stock.

There is no current trading market for the Company's common stock, although the Company expects that a limited market, commonly known as a when-issued trading market, will develop on or about the record date for the Distribution and that regular-way trading of the Company's common stock will begin on the first trading day following the Distribution. The Company intends to apply to have its common stock authorized for listing on the NYSE under the ticker symbol ETRN. Following the Distribution, EQT will continue to trade on the NYSE under the ticker symbol EQT.

In reviewing this information statement, you should carefully consider the matters described under the caption "Risk Factors," beginning on page 31.

Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved these securities or determined if this information statement is truthful or complete. Any representation to the contrary is a criminal offense.

This information statement does not constitute an offer to sell or the solicitation of an offer to buy any securities.

This information statement was first mailed to EQT shareholders on or about , 2018.

References to the Company in the historical financial statements included herein refer to the Company as defined in such financial statements. The pro forma operational information included in this information statement gives pro forma effect to the Pro Forma Events as described in the section entitled "Unaudited Pro Forma Condensed Combined Financial Statements" as if they occurred on (i) January 1, 2017 in the case of the unaudited pro forma condensed combined statements of operations data for the six months ended June 30, 2018, and the year ended December 31, 2017 and (ii) June 30, 2018 in the case of the unaudited pro forma condensed combined balance sheet data. The pro forma information should be read in conjunction with the section entitled "Unaudited Pro Forma Condensed Combined Financial Statements."

QUESTIONS AND ANSWERS ABOUT THE SEPARATION AND DISTRIBUTION


*What is Equitrans Midstream Corporation and why is EQT separating its Midstream Business and distributing Equitrans Midstream Corporation's common stock?*		Equitrans Midstream Corporation, which is currently a wholly owned subsidiary of EQT, was formed to own and operate EQT's Midstream Business. The Separation and the Distribution are intended to provide you with equity ownership in two separate publicly traded companies that will be able to focus exclusively on each of their respective businesses. EQT and the Company expect that the Separation will result in enhanced long-term performance of each business for the reasons discussed in the section entitled "The Separation and Distribution—Reasons for the Separation."
*Why am I receiving this document?*		EQT is delivering this document to you because you are a holder of EQT common stock. If you are a holder of EQT common stock as of the close of business on November 1, 2018, the record date of the Distribution, you will be entitled to receive 0.80 shares of the Company's common stock for every one share of EQT common stock that you held at the close of business on such date. This document will help you understand how the Separation and Distribution will affect your post-Separation ownership in EQT and the Company, respectively.
*How will the Separation work?*		To accomplish the Separation, EQT will distribute 80.1% of the outstanding shares of the Company's common stock to EQT shareholders on a pro rata basis in a distribution intended to be generally tax-free to EQT shareholders for U.S. federal income tax purposes. As a result of the Distribution, the Company will become an independent publicly traded company.
*Why is the Separation structured as a Distribution?*		EQT believes that a distribution of shares of the Company's common stock to EQT shareholders, which is intended to be generally tax-free to EQT shareholders for U.S. federal income tax purposes, is an efficient way to separate EQT's Midstream Business in a manner that will enhance the ability of each of EQT and the Company to execute its long-term business strategies.
*What is the record date for the Distribution?*		The record date for the Distribution will be November 1, 2018.
*When will the Distribution occur?*		It is expected that 80.1% of the shares of the Company's common stock will be distributed by EQT at 11:59 p.m. Eastern Time, on November 12, 2018 to holders of record of EQT common stock at the close of business on November 1, 2018, the record date for the Distribution.


*What do shareholders need to do to participate in the Distribution?*		Shareholders of EQT as of the record date for the Distribution will not be required to take any action to receive shares of the Company's common stock in the Distribution, but you are urged to read this entire information statement carefully. No shareholder approval of the Distribution is required. You are not being asked for a proxy. You do not need to pay any consideration, exchange or surrender your existing shares of EQT common stock or take any other action to receive your shares of the Company's common stock. Please do not send in your EQT stock certificates. The Distribution will not affect the number of outstanding shares of EQT common stock or any rights of EQT shareholders, although it will affect the market value of each outstanding share of EQT common stock.
*How will shares of the Company's common stock be issued?*		You will receive shares of the Company's common stock through the same channels that you currently use to hold or trade EQT common stock, whether through a brokerage account, 401(k) plan or other channel. Receipt of the Company's shares will be documented for you in the same manner that you typically receive shareholder updates, such as monthly broker statements and 401(k) statements.
		If you own EQT common stock as of the close of business on November 1, 2018, the record date for the Distribution, including shares owned in certificate form, EQT, with the assistance of American Stock Transfer & Trust Company, LLC, the distribution agent for the Distribution, will electronically distribute shares of the Company's common stock to you or to your brokerage firm on your behalf in book-entry form. American Stock Transfer & Trust Company, LLC will mail you a book-entry account statement that reflects your shares of the Company's common stock, or your bank or brokerage firm will credit your account for the shares. If you own EQT common stock through the EQT dividend reinvestment plan, the Company shares you receive will be distributed to a new Company dividend reinvestment plan account that will be created for you.
*If I am enrolled in the EQT dividend reinvestment plan, will I automatically be enrolled in the Company's dividend reinvestment plan?*		Yes. If you elected to have your EQT cash dividends applied toward the purchase of additional EQT common stock, the Company shares you receive in the Distribution will be automatically enrolled in the Company's dividend reinvestment plan sponsored by American Stock Transfer & Trust Company, LLC (the Company's transfer agent and registrar), unless you notify American Stock Transfer & Trust Company, LLC that you do not want to reinvest any Company cash dividends in additional Company shares. For contact information for American Stock Transfer & Trust Company, LLC, see "Description of Equitrans Midstream Corporation's Capital Stock—Transfer Agent and Registrar."


*How many shares of the Company's common stock will I receive in the Distribution?*		The Company will distribute to you 0.80 shares of the Company's common stock for every one share of EQT common stock held by you as of the close of business on November 1, 2018, the record date for the Distribution. Based on approximately 254.9 million shares of EQT common stock outstanding as of September 30, 2018, a total of approximately 203.9 million shares of the Company's common stock will be distributed to EQT's shareholders and approximately 50.7 million shares of the Company's common stock will continue to be owned by EQT. For additional information on the Distribution, see the section entitled "The Separation and Distribution."
*Will fractional shares of the Company's common stock be issued in the Distribution?*		No. The Company will not issue fractional shares of its common stock in the Distribution. Fractional shares that EQT shareholders would otherwise have been entitled to receive will be aggregated and sold in the public market by the Distribution Agent. The aggregate net cash proceeds of these sales will be distributed pro rata (based on the fractional share such holder would otherwise have been entitled to receive) to those shareholders who would otherwise have been entitled to receive fractional shares. Recipients of cash in lieu of fractional shares will not be entitled to any interest on the amounts of payment made in lieu of fractional shares.
*What are the conditions to the Distribution?*		The Distribution is subject to final approval by the EQT board of directors, as well as the satisfaction (or waiver by EQT in its sole discretion) of the following conditions:
		• the transfer of assets and liabilities from EQT to the Company shall have been completed in accordance with the separation and distribution agreement that EQT and the Company will execute prior to the Distribution;
		• the U.S. Securities and Exchange Commission (SEC) shall have declared effective the registration statement of which this information statement forms a part, no order suspending the effectiveness of the registration shall be in effect and no proceeding for such purposes shall have been instituted or threatened by the SEC;
		• this information statement shall have been made available to EQT shareholders;


		• (i) the private letter ruling from the U.S. Internal Revenue Service (IRS), which EQT has received, regarding the qualification of the Distribution, together with certain related transactions, as a transaction that is generally tax-free for U.S. federal income tax purposes under Sections 355 and 368(a)(1)(D) of the Internal Revenue Code of 1986, as amended (Code), and certain other U.S. federal income tax matters relating to the Separation and the Distribution shall not have been revoked or modified in any material respect and (ii) EQT shall have received an opinion from Wachtell, Lipton, Rosen & Katz, in form and substance acceptable to EQT in its sole discretion, with respect to certain tax matters relating to the qualification of the Distribution, together with certain related transactions, as a transaction described in Sections 355 and 368(a)(1)(D) of the Code;
		• an independent appraisal firm acceptable to EQT shall have delivered one or more opinions, at the time or times requested by the board of directors of EQT, confirming the solvency and financial viability of EQT before the consummation of the Distribution and each of EQT and the Company after the consummation of the Distribution, and such opinions shall have been acceptable to EQT in form and substance in EQT's sole discretion and such opinions shall not have been withdrawn or rescinded;
		• all actions or filings necessary or appropriate under applicable U.S. federal, state or other securities laws shall have been taken and, where applicable, shall have become effective or been accepted by the applicable governmental entity;
		• the transaction agreements relating to the Separation shall have been duly executed and delivered by the parties;
		• no order, injunction or decree issued by any court of competent jurisdiction, or other legal restraint or prohibition preventing the consummation of the Separation, the Distribution or any of the related transactions, shall be in effect;
		• the shares of the Company's common stock to be distributed shall have been approved for listing on the NYSE, subject to official notice of distribution; and
		• no other event or development shall exist or have occurred that, in the judgment of EQT's board of directors, in its sole discretion, makes it inadvisable to effect the Separation, the Distribution or the other related transactions.


		EQT and the Company cannot assure you that any or all of these conditions will be met, or that the Separation and Distribution will be consummated even if all of the conditions are met. EQT can decline at any time to go forward with the Separation and Distribution. In addition, EQT may waive any of the conditions to the Distribution. For a complete discussion of all of the conditions to the Distribution, see the section entitled "The Separation and Distribution—Conditions to the Distribution."
*What is the expected date of completion of the Distribution?*		The completion and timing of the Distribution are dependent upon a number of conditions. It is expected that the shares of the Company's common stock will be distributed by EQT at 11:59 p.m., Eastern Time, on November 12, 2018, to the holders of record of EQT common stock at the close of business on November 1, 2018, the record date for the Distribution. However, no assurance can be provided as to the timing of the Distribution or that all conditions to the Distribution will be met.
*Can EQT decide to cancel the Distribution even if all of the conditions have been met?*		Yes. The Distribution is subject to the satisfaction or waiver of certain conditions. See the section entitled "The Separation and Distribution—Conditions to the Distribution." Until the Distribution has occurred, EQT has the right to terminate the Distribution, even if all of the conditions have been satisfied.
*Will the Company incur costs associated with the Separation and Distribution?*		Yes. The Company expects to incur non-recurring costs associated with the Separation and Distribution. These costs are expected to be primarily related to third-party consulting, legal, contractor or other fees directly associated with the separation process. Total expenditures associated with the Separation and Distribution are expected to be approximately $100 million for the year ended December 31, 2018. Of this amount, the Company is expected to record approximately $65 to $75 million of these expenditures, which consists of approximately $35 to $45 million of expense and approximately $30 million in capital expenditures to relocate and/or augment and create our new IT systems in connection with the Separation and Distribution.
*What if I want to sell my EQT common stock or my Company common stock?*		You should consult with your financial advisors, such as your stockbroker, bank or tax advisor.


*What is regular-way and ex-distribution trading of EQT common stock?*		Beginning on or shortly before the record date for the Distribution and continuing up to and through the Distribution Date, it is expected that there will be two markets in EQT common stock: a regular-way market and an ex-distribution market. EQT common stock that trades in the regular-way market will trade with an entitlement to shares of the Company's common stock distributed pursuant to the Distribution. Shares that trade in the ex-distribution market will trade without an entitlement to shares of the Company's common stock distributed pursuant to the Distribution. If you hold shares of EQT common stock on the record date and then decide to sell any EQT common stock before the Distribution Date, you should make sure your stockbroker, bank or other nominee understands whether you want to sell your EQT common stock with or without your entitlement to the Company's common stock pursuant to the Distribution.
*Where will I be able to trade shares of the Company's common stock?*		The Company intends to apply to list its common stock on the NYSE under the ticker symbol ETRN. The Company anticipates that trading in shares of its common stock will begin on a when-issued basis on or about November 1, 2018, the record date for the Distribution, and will continue up to and through the Distribution Date and that regular-way trading in the Company's common stock will begin on the first trading day following the completion of the Distribution. If trading begins on a when-issued basis, you may purchase or sell shares of the Company's common stock up to and through the Distribution Date, but your transaction will not settle until after the Distribution Date. The Company cannot predict the trading prices for its common stock before, on or after the Distribution Date.
*What will happen to the listing of EQT common stock?*		EQT common stock will continue to trade on the NYSE after the Distribution under the ticker symbol EQT.
*Will the number of shares of EQT common stock that I own change as a result of the Distribution?*		No. The number of shares of EQT common stock that you own will not change as a result of the Distribution.
*Will the Distribution affect the market price of my shares of EQT common stock?*		Yes. As a result of the Distribution, EQT expects the trading price of EQT common stock immediately following the Distribution will be lower than the regular-way trading price of such stock immediately prior to the Distribution because the trading price will no longer reflect the value of the Midstream Business. There can be no assurance that the aggregate market value of the EQT common stock and the Company's common stock following the Distribution will be equal to or higher than the market value of EQT common stock if the Separation and Distribution did not occur. This means, for example, that the combined trading prices of one share of EQT common stock and 0.80 shares of the Company's common stock after the Distribution may be equal to, greater than or less than the trading price of one share of EQT common stock before the Distribution.


*What are the material U.S. federal income tax consequences of the Separation and the Distribution?*		It is a condition to the Distribution that (i) the private letter ruling from the IRS, regarding the qualification of the Distribution, together with certain related transactions, as a transaction that is generally tax-free for U.S. federal income tax purposes under Sections 355 and 368(a)(1)(D) of the Code and certain other U.S. federal income tax matters relating to the Separation and Distribution shall not have been revoked or modified in any material respect and (ii) EQT shall have received an opinion from Wachtell, Lipton, Rosen & Katz, in form and substance acceptable to EQT in its sole discretion, with respect to certain tax matters relating to the qualification of the Distribution, together with certain related transactions, as a transaction described in Sections 355 and 368(a)(1)(D) of the Code.
		Based on the receipt and continuing validity of such ruling and the receipt and accuracy of such opinion, except with respect to cash received in lieu of a fractional share of the Company's common stock, generally no gain or loss will be recognized by you, and no amount will be included in your income, upon the receipt of shares of the Company's common stock in the Distribution for U.S. federal income tax purposes. You will, however, recognize gain or loss for U.S. federal income tax purposes with respect to any cash received in lieu of a fractional share of the Company's common stock.
		You should consult your own tax advisor as to the particular consequences of the Distribution to you, including the applicability and effect of any U.S. federal, state and local tax laws, as well as any foreign tax laws. For more information regarding the potential U.S. federal income tax consequences of the Distribution, see the section entitled "Material U.S. Federal Income Tax Consequences."
*What will the Company's relationship be with EQT following the Separation and Distribution?*		After the Distribution, EQT and the Company will be separate companies with separate management teams and separate boards of directors. EQT will own 19.9% of the outstanding shares of the Company's common stock.
		Prior to the Distribution, the Company will execute a separation and distribution agreement with EQT to effect the Separation and Distribution (the Separation and Distribution Agreement) and to provide a framework for the Company's relationship with EQT after the Separation. The Company and EQT will also execute certain other agreements, such as a transition services agreement, a tax matters agreement, an employee matters agreement, and a shareholder and registration rights agreement with respect to EQT's continuing ownership of the Company's common stock. These agreements will provide for the allocation between the Company and EQT of the assets, employees, liabilities and obligations (including investments, property and employee benefits and tax-related assets and liabilities) of EQT and its subsidiaries attributable to periods prior to, at and after the Separation, and will govern the relationship between the Company and EQT subsequent to the completion of the Separation.


		For additional information regarding the Separation and Distribution Agreement, other transaction agreements, and certain other agreements between EQT or its subsidiaries and the Company or its subsidiaries, see the sections entitled "Risk Factors—Risks Related to the Separation" and "Certain Relationships and Related Person Transactions."
*How will EQT vote the shares of the Company's common stock that EQT retains?*		EQT will agree to vote the shares of the Company's common stock that EQT retains in proportion to the votes cast by the Company's other shareholders and is expected to grant the Company a proxy to vote EQT's shares of the Company's common stock in such proportion. For additional information on these voting arrangements, see "Certain Relationships and Related Person Transactions—Shareholder and Registration Rights Agreement."
*What does EQT intend to do with the shares of the Company's common stock that EQT retains?*		EQT currently plans to dispose of all of the Company's common stock that it retains after the Distribution, which may include dispositions through one or more subsequent exchanges for debt or a sale of its shares for cash, as soon as practicable following the Distribution consistent with the business reasons for the retention of those shares, but in no event later than five years after the Distribution.
*Who will manage the Company after the Separation?*		The Company will benefit from a management team with an extensive background in the Midstream Business. For more information regarding the Company's management, see the section entitled "Management."
*Are there risks associated with owning the Company's common stock?*		Yes. Ownership of the Company's common stock is subject to both general and specific risks relating to the Company's business, the industry in which it operates, its ongoing contractual relationships with EQT and its status as a separate, publicly traded company. Ownership of the Company's common stock is also subject to risks related to the Separation and Distribution. These risks are described in the section entitled "Risk Factors." You are encouraged to read that section carefully.
*Does the Company plan to pay dividends?*		The Company currently anticipates that it will initially pay a regular cash dividend. However, the declaration and payment of any dividends in the future by the Company will be subject to the sole discretion of its board of directors and will depend upon many factors. See the section entitled "Dividend Policy."
*Who will be the distribution agent, transfer agent and registrar for the Company's common stock?*		The distribution agent, transfer agent and registrar for the Company's common stock will be American Stock Transfer & Trust Company, LLC. For questions relating to the transfer or mechanics of the stock distribution, you should contact American Stock Transfer & Trust Company, LLC toll free at (800) 937-5449 or non-toll free at (718) 921-8124.


*Where can I find more information about EQT and the Company?*		Before the Distribution, if you have any questions relating to EQT's business performance, you should contact:
		EQT Corporation 625 Liberty Avenue, Suite 1700 Pittsburgh, Pennsylvania 15222-3111 Attention: Investor Relations
		After the Distribution, the Company's shareholders who have any questions relating to the Company's business performance should contact the Company at:
		Equitrans Midstream Corporation 625 Liberty Avenue Pittsburgh, Pennsylvania 15222 Attention: Investor Relations

INFORMATION STATEMENT SUMMARY

Except as otherwise indicated or unless the context otherwise requires, the information included in this information statement about the Company assumes the completion of all the transactions referred to in this information statement in connection with the Separation and Distribution. Unless the context otherwise requires and except in the historical financial statements included herein, (i) references in this information statement to the Company, Equitrans Midstream, we, us and our refer to Equitrans Midstream Corporation, a Pennsylvania corporation, and its consolidated subsidiaries after the Distribution and (ii) references in this information statement to EQT refer to EQT Corporation, a Pennsylvania corporation, and its consolidated subsidiaries (other than, after the Distribution, the Company and its consolidated subsidiaries).

Because the Company has no operating activities independent from its investments in and control of EQGP and EQM, and EQGP has no operating activities independent from its investment in and control of EQM, references to the operating activities of the Company or the Midstream Business generally refer to the operating activities of EQM, including those operations acquired by EQM through the Drop-Down Transaction and the EQM-RMP Mergers. Please refer to the section entitled "Presentation of Information" for a list of other defined terms used in this information statement.

Equitrans Midstream Corporation

Business

The Company Overview

The Company is a Pennsylvania corporation formed on May 11, 2018 to hold EQT's Midstream Business. Following the Separation, the Company will be one of the largest natural gas gatherers in the United States, with a premier asset footprint in the Appalachian Basin. The Company will directly and indirectly hold investments in the entities conducting EQT's Midstream Business, including the following:

•: an approximate 91.3% limited partner interest and the entire non-economic general partner interest in EQGP, which was formed in January 2015 by EQT to hold EQT's partnership interests in EQM. EQM owns, operates, acquires and develops natural gas gathering, transmission and storage, and water services assets in the Appalachian Basin. EQGP has no independent operations and its only cash-generating assets are its partnership interests in EQM, which include: (i) 21,811,643 EQM common units, representing an approximate 17.9% limited partner interest in EQM, (ii) 1,443,015 EQM general partner units, representing an approximate 1.2% general partner interest in EQM, and (iii) all of the incentive distribution rights in EQM; and
•: in addition to the interests in EQM held by EQGP, 15,433,812 EQM common units will be held by the Company, representing an approximate 12.7% limited partner interest in EQM.

EQM's assets and liabilities include the legacy assets and liabilities of Rice Midstream Holdings LLC (Rice Midstream Holdings). EQT obtained control of Rice Midstream Holdings on November 13, 2017, when, pursuant to the Agreement and Plan of Merger dated as of June 19, 2017 (as amended, the EQT-Rice Merger Agreement), by and among EQT, Rice Energy Inc. (Rice Energy) and a wholly-owned subsidiary of EQT (EQT Merger Sub), Rice Energy became an indirect, wholly-owned subsidiary of EQT (the Rice Merger) and EQT became the indirect parent of Rice Midstream Holdings. Prior to the completion of the transactions discussed below, the operations of Rice Midstream Holdings were primarily conducted through RMP, Rice West Virginia Midstream LLC (now known as EQM West Virginia Midstream LLC) (EQM WV), Rice Olympus Midstream LLC (now known as EQM Olympus Midstream LLC) (EQM Olympus) and Strike Force Midstream Holdings LLC (Strike Force Holdings). In addition, through Strike Force Holdings, Rice Midstream

Holdings owned 75% of the outstanding limited liability company interests in Strike Force Midstream LLC (Strike Force Midstream), a Delaware limited liability company.

In 2018, EQM obtained control of the operating entities of Rice Midstream Holdings through the following transactions:

•: On April 25, 2018, EQM, RMP and certain of their affiliates executed an agreement and plan of merger, pursuant to which EQM agreed to acquire RMP and the RMP General Partner (the EQM-RMP Mergers). The EQM-RMP Mergers closed on July 23, 2018.
•: On May 22, 2018, EQM, through its wholly owned subsidiary EQM Gathering Holdings, LLC, a Delaware limited liability company (EQM Gathering), acquired all of the outstanding limited liability company interests in each of (i) Rice WV, (ii) Rice Olympus and (iii) Strike Force Holdings (the Drop-Down Entities), pursuant to the terms of the Contribution and Sale Agreement (the Contribution Agreement), dated as of April 25, 2018, by and among EQM, EQM Gathering, EQT, and Rice Midstream Holdings (the Drop-Down Transaction). As a result of the closing of the Drop-Down Transaction, Rice WV, Rice Olympus and Strike Force Holdings are each wholly owned subsidiaries of EQM Gathering.
•: In addition, on May 1, 2018, EQM acquired the remaining 25% of the outstanding limited liability company interests in Strike Force Midstream from an affiliate of Gulfport Energy Corporation (the Gulfport Transaction). As a result, EQM indirectly owns 100% of Strike Force Midstream.

Overview of Operations

The Company has no operations independent from its investments in EQGP and EQM, and EQGP has no operations independent from its investment in EQM. The general partner of EQGP is a wholly owned subsidiary of the Company and controls EQGP, which in turn controls EQM through EQGP's ownership of the general partner of EQM. References to the operating activities of the Company or the Midstream Business generally refer to the operating activities of EQM, including those operations acquired through the Drop-Down Transaction and the EQM-RMP Mergers.

The Company provides midstream services to EQT and multiple third parties in Pennsylvania, West Virginia and Ohio through its three primary assets: the gathering system, which delivers natural gas from wells and other receipt points to transmission pipelines; the transmission and storage system, which delivers gas to local demand users and interstate pipelines for access to demand markets; and its water services assets, which consist of water pipelines, impoundment facilities, pumping stations, take point facilities and measurement facilities that support well completion activities and collect flowback and produced water for recycling or disposal.

The Company provides a majority of its natural gas gathering, transmission and storage services under contracts with long-term, firm reservation and/or usage fees. This contract structure enhances the stability of the Company's cash flows and limits its direct exposure to commodity price risk. Approximately 84% of the Company's revenues, or 60% of the Company's revenues on a pro forma basis, were generated from capacity reservation charges under long-term firm contracts for the year ended December 31, 2017. See the section titled "Unaudited Pro Forma Condensed Combined Financial Statements" for a description of the Pro Forma Events. When including contracts associated with expected future capacity from expansion projects that are not yet fully constructed but for which the Company has executed firm contracts, the Company's firm gathering contracts had a weighted average remaining term of approximately 8 years and the Company's firm transmission and storage contracts had a weighted average remaining term of approximately 15 years, in each case as of December 31, 2017, based on total projected contractual revenues. The Company's operations are primarily focused in southwestern Pennsylvania, northern West Virginia and southeastern Ohio, strategic locations in the natural gas shale plays known as the Marcellus, Utica and Upper Devonian Shales. This same region is also the primary operating area of EQT, the Company's largest customer. EQT accounted for approximately 74% of the Company's revenues, or 79% of the Company's revenues on a pro forma basis, for the year ended December 31, 2017.

EQT's Upstream Business strategy is transitioning from one focused on volume growth to one focused on capital efficiency and free cash flow generation. In preparation for the Separation, EQT has been evaluating the long-term pace of development of its Upstream Business in order to achieve the optimal balance between free cash flow generation and volume growth. Based on this evaluation, EQT is currently targeting mid-single digit annual production growth over the next five years.

Business Segments

The Company conducts its business through three business segments: Gathering, Transmission and Water. These segments include all of the Company's operations.

Gathering

As of December 31, 2017, the gathering system included approximately 630 miles of high pressure gathering lines with approximately 2.3 billion cubic feet (Bcf) per day of total firm contracted gathering capacity, compression of approximately 305,000 horsepower and multiple interconnect points with the transmission and storage system and five interstate pipelines. The gathering system also included approximately 1,500 miles of Federal Energy Regulatory Commission (FERC)-regulated low pressure gathering lines.

In the ordinary course of its business, the Company pursues gathering expansion projects for EQT and third-party producers. The Company invested approximately $255 million on gathering projects in 2017 that added 475 million cubic feet (MMcf) per day of firm gathering capacity in southwestern Pennsylvania. This included the final phase of the header pipeline for Range Resources Corporation (Range Resources), which was placed in-service during the second quarter of 2017. The system now provides total firm gathering capacity of 600 MMcf per day at a total project cost of approximately $240 million. This system, other expansion projects, primarily for EQT, and the assets acquired in the Rice Merger supported increased gathered volumes of 34% and gathering revenues of 28% in 2017.

In 2018, the Company estimates capital expenditures of approximately $750 million on gathering expansion projects, primarily driven by wellhead and header projects in Pennsylvania and West Virginia. These expansion projects include approximately $225 million on expansion of the legacy RMP gathering system, approximately $235 million on expansion of the gathering systems obtained in the Drop-Down Transaction and approximately $150 million on commencing construction activities on the Hammerhead project. The Hammerhead project is a 1.2 Bcf per day gathering header connecting Pennsylvania and West Virginia production to the Mountain Valley Pipeline (MVP) primarily for EQT that is expected to cost a total of $555 million and be placed in service in the fourth quarter of 2019.

Transmission

As of December 31, 2017, the transmission and storage system included an approximately 950-mile FERC-regulated interstate pipeline (Equitrans) that connects to seven interstate pipelines and local distribution companies. The transmission and storage system is supported by 18 associated natural gas storage reservoirs with approximately 645 MMcf per day of peak withdrawal capacity, 43 Bcf of working gas capacity and 41 compressor units, with total throughput capacity of approximately 4.4 Bcf per day and compression of approximately 120,000 horsepower as of December 31, 2017. Transmission also includes the Company's investment in the MVP which is treated as an equity investment for accounting purposes; as a result, Transmission's portion of the MVP's operating results is reflected in equity income and not in Transmission's operating income.

In the ordinary course of its business, the Company pursues transmission projects aimed at profitably increasing system capacity. The Company invested approximately $111 million on transmission and storage system infrastructure in 2017. Revenues in 2017 increased by approximately $41 million or 12% compared to 2016. The Company intends to focus on the following transmission projects:

•: Mountain Valley Pipeline. The MVP Joint Venture is a joint venture with affiliates of each of NextEra Energy, Inc., Consolidated Edison, Inc., WGL Holdings, Inc. and RGC Resources, Inc. EQM is the operator of the MVP and owned a 45.5% interest in the MVP Joint Venture as of December 31, 2017. The 42 inch diameter MVP has a targeted capacity of 2.0 Bcf per day and is estimated to span 300 miles extending from Transmission's existing transmission and storage

system in Wetzel County, West Virginia to Pittsylvania County, Virginia providing access to the growing Southeast demand markets. As currently designed, the MVP is estimated to cost a total of approximately $4.6 billion, excluding allowance for funds used during construction (AFUDC), with EQM funding approximately $2.2 billion through capital contributions made to the joint venture. In 2018, EQM expects to provide capital contributions of $0.8 billion to $1.0 billion to the MVP Joint Venture. The MVP Joint Venture has secured a total of 2.0 Bcf per day of firm capacity commitments at 20-year terms, including an initial 1.29 Bcf per day firm capacity commitment by EQT, and is currently in negotiation with additional shippers that have expressed interest in the MVP project. Although the current targeted capacity of the MVP is fully subscribed, additional shippers have expressed an interest in subscribing to the MVP if the MVP Joint Venture adds compression to the currently planned pipeline system, which would allow additional volumes to be transported without additional pipe in the ground, or extends the pipeline through projects such as the MVP Southgate project.

In October 2017, the FERC issued the Certificate of Public Convenience and Necessity for the project. In the first quarter of 2018, the MVP Joint Venture received limited notice to proceed with certain construction activities from the FERC and commenced construction. As discussed under "The regulatory approval process for the construction of new midstream assets is challenging, and recent decisions by regulatory and judicial authorities in pending proceedings could impact EQM's or the MVP Joint Venture's ability to obtain all approvals and authorizations necessary to complete certain projects on the projected time frame or at all or its ability to achieve the expected investment return on the project" under "Risk Factors—Risks Related to EQM's Business," and under "Business—Legal Proceedings," there are several pending challenges to certain aspects of the MVP project that must be resolved before the MVP project can be completed. The MVP Joint Venture is working to respond to the court and agency decisions and restore all permits. The MVP is targeted to be placed in-service during the fourth quarter of 2019, subject to litigation and regulatory-related delay further discussed under "Risk Factors."

In April 2018, the MVP Joint Venture announced 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. This MVP Southgate project is anchored by a firm capacity commitment from PSNC Energy. The preliminary project cost estimate is $350 million to $500 million, which is expected to be spent in 2019 and 2020. EQM has a 32.7% ownership interest in the project and will operate the pipeline. Subject to approval by the FERC, the MVP Southgate project has a targeted in-service date of the fourth quarter 2020.

•: Transmission Expansion. In 2018, the Company estimates capital expenditures of approximately $100 million for other transmission expansion projects, primarily attributable to the Equitrans, L.P. Expansion project. The Equitrans, L.P. Expansion project is designed to provide north-to-south capacity on the mainline Equitrans, L.P. system for deliveries to the MVP.

Water

Water supports a full cycle of water services for natural gas development activities. Water's assets include water pipelines, impoundment facilities, pumping stations, take point facilities and measurement facilities used to support well completion activities and to collect flowback and produced water for recycling or disposal for EQT and third parties in Washington and Greene Counties, Pennsylvania, and Belmont County, Ohio. As of December 31, 2017, Water's Pennsylvania assets provided access to 29.4 million gallons (MMgal) per day of fresh water from the Monongahela River and several other regional water sources, and Water's Ohio assets provided access to 14.0 MMgal per day of fresh water from the Ohio River and several other regional water sources. In 2018, the Company plans to invest approximately $25 million on water infrastructure projects.

Strategy

The Company's strategy is to leverage its existing pipeline and storage infrastructure systems by developing organic projects that will expand its footprint across the Appalachian Basin. These organic projects will primarily involve gathering and transporting natural gas supplies from the most prolific natural gas basin in North America; providing water and other midstream services to producers across the basin; and increasing access to local, regional, and national markets. Organic growth projects, in conjunction with ongoing asset optimization efforts, disciplined capital spending, and operating cost control, will be complemented by the Company's focus on strategically aligned acquisition and joint venture opportunities. We believe this strategy will maximize shareholder value by increasing cash available for distribution.

The Company's assets, located in southwestern Pennsylvania, northern West Virginia, and southeastern Ohio, are uniquely positioned across the Marcellus, Utica, and Upper Devonian Shales. The Equitrans transmission and storage system provides flexibility to producers and marketers, as well as to on-system and off-system demand customers through its diverse supply, numerous storage pools, and interconnectivity to other pipeline systems. Likewise, the Company's other midstream assets provide interconnectivity to even more takeaway options. Along with these existing asset connectivity options, additional contracted projects that are in the execution phase, including the MVP, MVP Southgate, and several pipeline extensions to in-basin power plants, will increase the strategic nature of the Company's pipeline infrastructure system by accessing new and growing demand markets.

Markets and Customers

Gathering Customers. For the year ended December 31, 2017, EQT accounted for approximately 88% of Gathering's revenues. Gathering has secured dedications from certain EQT affiliates under various fixed price per unit gathering and compression agreements covering approximately 246,000 gross acres of EQT's acreage position in Washington and Greene Counties, Pennsylvania as of December 31, 2017, which are subject to certain exceptions and limitations pursuant to the gas gathering and compression agreements. Gathering also has acreage dedications pursuant to which EQM has (i) the right to elect to gather all natural gas produced from wells under an area covering approximately 40,000 acres in Pennsylvania through agreements with EQT and (ii) the right to elect to gather all natural gas produced from wells under an area covering approximately 166,000 acres in Ohio through agreements between EQM Olympus or Strike Force Midstream with EQT and third parties.

Gathering provides services in two manners: firm service and interruptible service. The fixed monthly fee under a firm contract is referred to as a firm reservation fee, which is recognized ratably over the contract period based on the contracted volume regardless of the amount of natural gas that is gathered. If there is available system capacity, customers can flow gas above the firm commitment volumes for a usage charge per unit at a rate that is generally the same or lower than the firm capacity charge per unit. The Company has firm gas gathering agreements in high pressure development areas with approximately 2.3 Bcf per day of total firm contracted gathering capacity as of December 31, 2017. Including expected future capacity from expansion projects that are not yet fully constructed but for which the Company had executed firm gathering agreements, approximately 2.4 Bcf per day of firm gathering capacity was subscribed under firm gathering contracts as of December 31, 2017. The Company provides interruptible service on its high pressure gathering system primarily through long-term contracts that provide for a fixed price per unit for volumes of natural gas gathered. On the Company's low pressure regulated gathering system, the typical gathering agreement is interruptible and has a one-year term with month-to-month roll over provisions terminable upon at least 30 days' notice. The rates for gathering service on the regulated system are based on the maximum posted tariff rate and assessed on actual receipts into the gathering system. The Company generally does not take title to the natural gas gathered for its customers but retains a percentage of wellhead natural gas

receipts to recover natural gas used to run its compressor stations and other requirements on all of its gathering systems.

Transmission Customers. In 2017, EQT accounted for approximately 64% of the natural gas throughput and 54% of the revenues for Transmission. Other customers include local distribution companies, marketers, other independent producers and commercial and industrial users. The Company's transmission and storage system provides these customers with access to adjacent markets in Pennsylvania, West Virginia and Ohio and also provides access to the Mid-Atlantic, Northeastern, Midwestern and Gulf Coast markets in the United States through interconnect capacity with major interstate pipelines.

Transmission generally does not take title to the natural gas transported or stored for its customers. Transmission provides services in two manners: firm service and interruptible service. The fixed monthly fee under a firm contract is referred to as a capacity reservation fee, which is recognized ratably over the contract period based on the contracted volume regardless of the amount of natural gas that is transported or stored. In addition to capacity reservation fees, Transmission may also collect usage fees when a firm transmission customer uses the capacity it has reserved under these firm transmission contracts. Where applicable, the usage fees are assessed on the actual volume of natural gas transported or stored on the system. A firm customer is billed an additional usage fee on volumes in excess of firm capacity when the level of natural gas received for delivery from the customer exceeds its reserved capacity. Customers are not assured capacity or service for volumes in excess of firm capacity on the applicable pipeline as these volumes have the same priority as interruptible service.

Under interruptible service contracts, customers pay usage fees based on their actual utilization of assets. Customers that have executed interruptible contracts are not assured capacity or service on the applicable systems. To the extent that physical capacity that is contracted for firm service is not fully utilized or excess capacity that has not been contracted for service exists, the system can allocate such capacity to interruptible services.

Including expected future capacity from expansion projects that are not yet fully constructed but for which the Company has executed firm contracts, approximately 5.1 Bcf per day of transmission capacity and 31.3 Bcf of storage capacity, respectively, were subscribed under firm transmission and storage contracts as of December 31, 2017. Transmission's firm transmission and storage contracts had a weighted average remaining term of approximately 15 years as of December 31, 2017, based on total projected contracted revenues.

As of December 31, 2017, approximately 89% of Transmission's contracted transmission firm capacity was subscribed by customers under negotiated rate agreements under its tariff. Approximately 9% of Transmission's contracted transmission firm capacity was subscribed at the recourse rates under its tariff, which are the maximum rates an interstate pipeline may charge for its services under its tariff. The remaining 2% of Transmission's contracted transmission firm capacity was subscribed at discounted rates, which are less than the maximum rates an interstate pipeline may charge for its services under its tariff.

Transmission has an acreage dedication from EQT pursuant to which Transmission has the right to elect to transport on its transmission and storage system all natural gas produced from wells drilled by EQT under an area covering approximately 60,000 acres in Allegheny, Washington and Greene Counties in Pennsylvania and Wetzel, Marion, Taylor, Tyler, Doddridge, Harrison and Lewis Counties in West Virginia. EQT has a significant natural gas drilling program in these areas.

Water Customers. During the year ended December 31, 2017, approximately 99% of water service revenues were from EQT.

Water has the exclusive right to provide certain fluid handling services to EQT until December 22, 2029, and thereafter such right continues on a month-to-month basis. The fluid handling services include the exclusive right to provide fresh water for well completions operations and to collect flowback and produced water for recycling or disposal within areas of dedication in Washington and Greene Counties, Pennsylvania and Belmont County, Ohio. Water also provides water services to third parties under fee-based contracts to support well completion activities.

The following tables provide a revenue breakdown by business segment for the year ended December 31, 2017 and on a pro forma basis for the year ended December 31, 2017:

	2017 Revenue Composition %

	Firm Contracts						Interruptible Contracts
	Capacity Reservation Charges			Usage Charges			Usage Fees			Total
Gathering		45	%		4	%		8	%		57	%
Transmission		39	%		2	%		1	%		42	%
Water		0	%		0	%		1	%		1	%

	2017 Pro Forma Revenue Composition %

	Firm Contracts						Interruptible Contracts
	Capacity Reservation Charges			Usage Charges			Usage Fees			Total
Gathering		32	%		3	%		28	%		63	%
Transmission		28	%		1	%		0	%		29	%
Water		0	%		0	%		8	%		8	%

Competition

Key competitors for new gathering systems include companies that own major natural gas pipelines, independent gas gatherers and integrated energy companies. Some of the Company's competitors have capital resources and control supplies of natural gas greater than the Company does.

Competition for natural gas transmission and storage volumes is primarily based on rates, customer commitment levels, timing, performance, commercial terms, reliability, service levels, location, reputation and fuel efficiencies. The Company's principal competitors in its natural gas transmission and storage market include companies that own major natural gas pipelines. In addition, the Company competes with companies that are building high pressure gathering facilities that are not subject to FERC jurisdiction to move volumes to interstate pipelines. Major natural gas transmission companies that compete with the Company also have existing storage facilities connected to their transmission and storage systems that compete with certain of the Company's storage facilities.

Key competition for water services include natural gas producers that develop their own water distribution systems in lieu of employing the Company's assets and other natural gas midstream companies. The Company's ability to attract volumes to the water services business depends on its ability to evaluate and select suitable projects and to consummate transactions in a highly competitive environment.

Summary of Risk Factors

An investment in the Company's common stock is subject to a number of risks, including risks related to the Company's business, the Separation and Distribution and the Company's common stock.

Set forth below are some, but not all, of these risks. Please read the information in the section entitled "Risk Factors," beginning on page 30, for a more thorough description of these and other risks.

Risks Related to an Investment in Us

•: Our only cash-generating assets are our ownership interests in EQGP and EQM, and our cash flow is therefore completely dependent upon the ability of EQGP and EQM to make cash distributions to their partners.
•: The tax treatment of each of EQGP and EQM depends on its status as a partnership for U.S. federal income tax purposes, as well as it not being subject to a material amount of entity-level taxation by individual states. If the IRS were to treat EQGP or EQM as a corporation or if EQGP or EQM becomes subject to additional amounts of entity-level taxation for state or foreign tax purposes, it would reduce the amount of cash available for distribution to us.
•: The tax treatment of publicly traded partnerships such as EQGP and EQM could be subject to potential legislative, judicial, or administrative changes and differing interpretations, possibly on a retroactive basis.
•: If the IRS makes audit adjustments to EQGP's or EQM's income tax returns for tax years beginning after 2017, the IRS (and some states) may assess and collect any resulting taxes (including any applicable penalties and interest) directly from EQGP or EQM, respectively, in which case the applicable partnership may require their unitholders (including us) and potentially former unitholders to reimburse the applicable partnership for such payment or, if EQGP or EQM are required to bear such payment, EQGP's or EQM's cash available for distribution to their unitholders (including us) might be substantially reduced.
•: The EQM General Partner, with EQGP's consent, may limit or modify the incentive distributions EQGP is entitled to receive from EQM, which may reduce cash distributions to EQGP's unitholders, including us.
•: A reduction in EQM's distributions will disproportionately affect the amount of cash distributions EQGP receives and the amount of cash that EQGP will be able to distribute to its unitholders, including us.
•: If in the future we cease to manage and control EQGP and EQM, or EQGP ceases to manage and control EQM, we or EQGP may be deemed to be an investment company under the Investment Company Act.
•: Each of EQGP and EQM may issue additional limited partner interests or other equity securities, which may increase the risk that EQGP or EQM will not have sufficient available cash to maintain or increase its cash distribution level.
•: If EQM's unitholders remove the EQM General Partner, EQGP would lose its general partner interest and incentive distribution rights in EQM and we would lose the ability to manage EQM.
•: Our ability to sell our partnership interests in EQGP and EQM may be limited by securities law restrictions and liquidity constraints.
•: We cannot be certain that an active trading market for our common stock will develop or be sustained after the Distribution, and following the Distribution, our stock price may fluctuate significantly.
•: There may be substantial changes in our shareholder base.
•: Our ability to meet our financial needs may be adversely affected by our lack of operational assets.
•: We may incur significant indebtedness, and restrictions under the agreements governing such indebtedness could adversely affect our operating flexibility, business, financial condition, results of operations, liquidity and our ability to pay dividends to our shareholders.

•: We cannot guarantee the timing, amount or payment of dividends on our common stock.
•: Your percentage of ownership in us may be diluted in the future.
•: Some anti-takeover provisions that we expect to be contained in our Amended and Restated Articles of Incorporation and Amended and Restated Bylaws, as well as provisions of Pennsylvania law, could impair an attempt to acquire us.
•: We expect that our Amended and Restated Bylaws will designate the state and federal courts sitting in the judicial district of the Commonwealth of Pennsylvania embracing the county in which our registered office is located as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by our shareholders, which could discourage lawsuits against us and our directors and officers.
•: The loss of key personnel could adversely affect our ability to execute our strategic, operational and financial plans.
•: Cyber incidents may adversely impact our operations.
•: The EQGP General Partner and EQM General Partner owe duties to EQGP's and EQM's unitholders, respectively, that may conflict with our interests, including in connection with the terms of contractual agreements, the determination of cash distributions to be made by EQGP or EQM, and the determination of whether EQGP or EQM should make acquisitions and on what terms.
•: The duties of our officers and directors may conflict with their duties as officers and/or directors of the EQGP General Partner and/or the EQM General Partner.

Risks Related to the Separation

•: We have no history of operating as an independent company, and our historical and pro forma financial information is not necessarily representative of the results that we would have achieved as a separate, publicly traded company and may not be a reliable indicator of our future results.
•: The Separation could result in substantial tax liability to EQT and us and our respective shareholders.
•: We may determine to forgo or be required to forgo certain transactions in order to avoid the risk of incurring material tax-related liabilities or indemnification obligations under the tax matters agreement.
•: Certain contingent liabilities allocated to us following the Separation may mature, resulting in material adverse impacts to our business.
•: Until the Separation and Distribution are completed, EQT has sole discretion to change the terms of the Separation and Distribution in ways that may be unfavorable to us.
•: We may not achieve some or all of the expected benefits of the Separation, and the Separation may materially and adversely affect our business.
•: EQT or we may fail to perform under various transaction agreements that will be executed as part of the Separation.
•: After the Distribution, certain members of management and directors may hold stock in both EQT and us, and as a result may face actual or potential conflicts of interest.
•: No vote of EQT shareholders is required in connection with the Separation and Distribution.

•: Failure to maintain effective internal control over financial reporting in accordance with Section 404 of the Sarbanes-Oxley Act could materially and adversely affect us.
•: EQT may not complete the ultimate separation of our business as planned and may retain a significant ownership stake in us for a period of time.
•: Potential indemnification liabilities to EQT pursuant to the Separation and Distribution Agreement could materially adversely affect us.

Risks Related to EQM's Business

•: EQM depends on EQT for a substantial majority of its revenues and future growth. For example, EQM's water services business is directly associated with EQT's well completion activities and water needs, which are partially driven by horizontal lateral lengths and the number of completion stages per well. Therefore, we are subject to the business risks of EQT, and any decrease in EQT's drilling or completion activity could adversely affect EQM's business and operating results. We have no control over EQT's business decisions and operations, and EQT is under no obligation to adopt a business strategy that favors us.
•: The demand for the services provided by EQM's water distribution business could decline as a result of several factors.
•: EQM's natural gas gathering, transmission and storage services are subject to extensive regulation by federal, state and local regulatory authorities. Changes or additional regulatory measures adopted by such authorities could have a material adverse effect on EQM's business, financial condition, results of operations, liquidity and ability to make distributions.
•: Any significant decrease in production of natural gas in EQM's areas of operation could adversely affect its business and operating results and reduce its cash available to make distributions.
•: EQM may not be able to increase its throughput and resulting revenue due to competition and other factors, which could limit its ability to grow.
•: EQM is exposed to the credit risk of its counterparties in the ordinary course of its business.
•: Increased competition from other companies that provide gathering, transmission and storage, and water services, or from alternative fuel sources, could have a negative impact on the demand for EQM's services, which could adversely affect its financial results.
•: If third party pipelines and other facilities interconnected to EQM's pipelines and facilities become unavailable to transport or process natural gas, EQM's revenues and cash available to make distributions to its unitholders could be adversely affected.
•: Certain of the services EQM provides on its transmission and storage system are subject to long-term, fixed-price "negotiated rate" contracts that are not subject to adjustment, even if EQM's cost to perform such services exceeds the revenues received from such contracts, and, as a result, EQM's costs could exceed its revenues received under such contracts.
•: EQM may not be able to renew or replace expiring contracts at favorable rates or on a long-term basis.
•: If the tariffs governing the services EQM provides are successfully challenged, EQM could be required to reduce its tariff rates, which could have a material adverse effect on EQM's business, financial condition, results of operations, liquidity and ability to make quarterly cash distributions to its unitholders, including us and EQGP.
•: If EQM does not complete expansion projects, its future growth may be limited.

•: Expanding EQM's business by constructing new midstream assets subjects EQM to risks.
•: The regulatory approval process for the construction of new midstream assets is challenging, and recent decisions by regulatory and judicial authorities in pending proceedings could impact EQM's or the MVP Joint Venture's ability to obtain all approvals and authorizations necessary to complete certain projects on the projected time frame or at all or its ability to achieve the expected investment return on the project.
•: If EQM is unable to make acquisitions on economically acceptable terms, its future growth may be limited, and the acquisitions EQM does make may reduce, rather than increase, its cash generated from operations on a per unit basis.
•: Failure to successfully combine the businesses of EQM and RMP in the expected time frame may adversely affect the future results of the combined organization and EQM's ability to achieve the intended benefits of the EQM-RMP Mergers and the Drop-Down Transaction.
•: If EQM is unable to obtain needed capital or financing on satisfactory terms to fund expansions of its asset base, its ability to make quarterly cash distributions may be diminished or its financial leverage could increase. EQM does not have any commitment with any of its affiliates to provide any direct or indirect financial assistance to EQM.
•: EQM is subject to numerous hazards and operational risks.
•: EQM does not insure against all potential losses and could be seriously harmed by unexpected liabilities.
•: EQM is subject to stringent environmental laws and regulations that may expose it to significant costs and liabilities.
•: Climate change and related legislation, regulatory initiatives and litigation could result in increased operating costs and reduced demand for the natural gas services EQM provides.
•: Negative public perception regarding EQM, the MVP and/or the midstream industry could have an adverse effect on EQM's operations.
•: Significant portions of EQM's pipeline systems have been in service for several decades. There could be unknown events or conditions or increased maintenance or repair expenses and downtime associated with its pipelines that could have a material adverse effect on EQM's business, financial condition, results of operations, liquidity and ability to make distributions.
•: EQM may incur significant costs and liabilities as a result of increasingly stringent pipeline safety regulation, including pipeline integrity management program testing and related repairs.
•: The adoption of legislation relating to hydraulic fracturing and the enactment of new or increased severance taxes and impact fees on natural gas production could cause EQM's current and potential customers to reduce the number of wells they drill in the Marcellus, Utica and Upper Devonian Shales or curtail production of existing wells. If reductions are significant for those or other reasons, the reductions would have a material adverse effect on EQM's business, financial condition, results of operations, liquidity and ability to make quarterly cash distributions to its unitholders, including us and EQGP.
•: EQM's exposure to direct commodity price risk may increase in the future.
•: EQM does not own all of the land on which its pipelines and facilities are located, which could disrupt its operations.
•: Any significant and prolonged change in or stabilization of natural gas prices could have a negative impact on EQM's natural gas storage business.

•: EQM has entered into joint ventures, and may in the future enter into additional or modify existing joint ventures, that might restrict its operational and corporate flexibility. In addition, these joint ventures are subject to many of the same operational risks to which EQM is subject.
•: EQM's significant indebtedness, and any future indebtedness, as well as the restrictions under EQM's debt agreements, could adversely affect its operating flexibility, business, financial condition, results of operations, liquidity and ability to make quarterly cash distributions to its unitholders, including us and EQGP. See the section entitled "—Our Dividend Policy" below for a description of the restrictions EQM's debt agreements currently place on its ability to make distributions.
•: A downgrade of EQM's credit ratings, which are determined by independent third parties, could impact EQM's liquidity, access to capital, and costs of doing business.
•: Increases in interest rates could adversely impact demand for EQM's storage capacity, its unit price, its ability to issue equity or incur debt for acquisitions or other purposes and its ability to make cash distributions at its intended levels.
•: The amount of cash EQM has available for distribution to unitholders depends primarily on its cash flow rather than on its profitability, which may prevent EQM from making distributions, even during periods in which EQM records net income.
•: The lack of diversification of EQM's assets and geographic locations could adversely affect its ability to make distributions to its unitholders, including us and EQGP.
•: Terrorist or cyber security attacks or threats thereof aimed at EQM's pipelines or facilities or surrounding areas could adversely affect its business.

The Separation and Distribution

On February 21, 2018, EQT announced that it intends to separate its Midstream Business from its Upstream Business. The Separation will occur by means of the pro rata distribution to EQT shareholders of 80.1% of the shares of common stock of the Company, which was formed to hold EQT's Midstream Business.

Under the Separation and Distribution Agreement, subject to the terms and conditions contained therein, certain assets (whether tangible or intangible) related to the Company's business, which are referred to as the Company Assets, will be transferred to the Company, generally including:

•: equity interests in certain EQT subsidiaries that hold assets related to the Company's business;
•: customer, distribution, supply and vendor contracts (or portions thereof) to the extent they relate to the Company's business;
•: rights to technology, software and intellectual property exclusively used in the Company's business;
•: certain rights to information related to the Company's business;
•: rights and assets expressly allocated to the Company pursuant to the terms of the Separation and Distribution Agreement or certain other agreements executed in connection with the Separation;
•: permits exclusively used in the Company's business; and
•: other assets that are included in the Company's pro forma balance sheet;

In addition, certain liabilities related to the Company's business or the Company Assets, which are referred to as the Company Liabilities, will be retained by or transferred to the Company, generally including:

•: liabilities related to the Company Assets;
•: liabilities that are included on the Company's pro forma balance sheet;
•: liabilities related to circumstances prior to the Distribution to the extent related to the Company's business or the Company Assets;
•: liabilities arising from claims made by any third party against EQT or the Company to the extent related to the Company's business or the Company Assets; and
•: other liabilities specified in the Separation and Distribution Agreement.

All of the assets and liabilities (including whether accrued, contingent, or otherwise) other than the Company Assets and the Company Liabilities will be retained by or transferred to EQT. In accordance with the Separation and Distribution Agreement provision that all cash or cash equivalents of either party at the time of the Distribution are an asset of EQT, the Company and its wholly-owned subsidiaries intend to transfer all cash held by the Company and its wholly-owned subsidiaries to EQT on or about the Distribution Date. This cash transfer would not include cash held by EQGP and EQM, which are not wholly-owned subsidiaries. The amount of this distribution will be calculated by taking the total cash balance of the Company and its subsidiaries, less cash held by EQM and EQGP on or about the Distribution Date, less the amount of all intercompany payables to EQT (net of receivables from EQT) as of that date. Such intercompany balances will be settled with EQT as part of the normal course of business. As of September 30, 2018, the amount of the distribution to be remitted to EQT would have been approximately $170 million, after subtracting $8 million of net intercompany payables to EQT as of that date. These intercompany payables and receivables are expected to be settled during October 2018.

The amount that the distribution would have been as of September 30, 2018 could differ from the actual amount remitted to EQT on or about the Distribution Date as a result of normal cash receipts and settlements between September 30, 2018 and the Distribution Date. This distribution is significantly less than the amount of such distribution shown in the section entitled "Unaudited Pro Forma Combined Financial Statements" because the Company's June 30, 2018 cash balance included proceeds received as part of the Drop-Down Transaction that were distributed to EQT prior to the date of this information statement.

Also in accordance with the provisions of the Separation and Distribution Agreement, the Company will remit to EQT the cash it receives from any distributions of EQGP and EQM that are declared prior to the Distribution but paid after the Distribution. The EQM and EQGP distributions have not yet been declared for the quarter ended September 30, 2018. The amount received by the Company from the EQM and EQGP distributions for the quarter ended June 30, 2018 was approximately $101 million.

On October 24, 2018, the EQT board of directors approved the distribution of 80.1% of the Company's issued and outstanding shares of common stock on the basis of 0.80 shares of the Company's common stock for every one share of EQT common stock held on November 1, 2018, the record date for the Distribution, subject to the satisfaction or waiver of the conditions to the Distribution as described in this information statement. For a more detailed description of these conditions, see the section entitled "The Separation and Distribution—Conditions to the Distribution." If EQT waives any of the conditions to the Distribution and the impact of such waiver is material to shareholders, EQT would communicate such waiver to its shareholders by amending this information statement. Upon completion of the Distribution, EQT will own 19.9% of the shares of the Company's

common stock. Although EQT currently has no specific plan with respect to any particular disposition of the retained shares, EQT will dispose of all of the retained shares of the Company's common stock in one or more transactions as soon as practicable following the Distribution consistent with the business reasons for the retention of those shares, but in no event later than five years after the Distribution as required by the IRS to maintain the tax-free nature of the Distribution.

The Company's Post-Separation Relationship with EQT

After the Distribution, EQT and the Company will be separate companies with separate management teams and separate boards of directors. Prior to the Distribution, the Company and EQT will execute the Separation and Distribution Agreement. In connection with the Separation, the Company will also execute various other agreements to effect the Separation and provide a framework for its relationship with EQT after the Separation, such as a transition services agreement, a tax matters agreement, an employee matters agreement and a shareholder and registration rights agreement with respect to EQT's continuing ownership of the Company's common stock. These agreements will provide for the allocation between the Company and EQT of the assets, employees, liabilities and obligations (including investments, property and employee benefits and tax-related assets and liabilities) of EQT and its subsidiaries attributable to periods prior to, at and after the Separation and will govern the relationship between the Company and EQT subsequent to the completion of the Separation.

For additional information regarding the Separation and Distribution Agreement and other transaction agreements and the transactions contemplated thereby, see the sections entitled "Risk Factors—Risks Related to the Separation," "The Separation and Distribution" and "Certain Relationships and Related Person Transactions."

Reasons for the Separation

The EQT board of directors believes that separating EQT's Midstream Business from its Upstream Business is in the best interests of EQT and its shareholders for a number of reasons, including:

•: The Separation will allow each company to more effectively pursue and implement its own distinct operating priorities and strategies and will improve board of director and management fit and focus at both companies, enabling both companies to pursue unique opportunities for long-term growth and profitability.
•: Following the Separation, the equity of each company will be able to be used as a focused acquisition currency, and as such, the Separation will provide each company with greater opportunities to pursue strategic investments and merger and acquisition opportunities.
•: Independent equity structures will afford each company direct access to capital markets, facilitating each company's ability to pursue its specific growth objectives. Each company will also have the flexibility to develop a growth strategy that capitalizes on its distinct strengths and consequently each company will be well-positioned to capitalize on the available opportunity set in its specific market. The Separation will permit each company to concentrate its financial resources solely on its own operations, providing each company with greater flexibility to invest capital in its business at a time and in a manner appropriate for its distinct strategy and business needs. This will facilitate a more efficient allocation of capital based on each company's profitability, cash flow and growth opportunities and allow each company to pursue an optimal mix of return of capital to shareholders, reinvestment in leading-edge technology and value-enhancing investments and merger and acquisition opportunities.

•: The Separation will facilitate the Company's access to equity capital markets by making it eligible for inclusion in certain stock indices and to debt capital markets by allowing ratings agencies to evaluate its creditworthiness on a standalone basis.
•: The Separation will allow investors to separately value EQT and the Company based on their unique investment identities, including the merits, strategy, performance and future prospects of their respective businesses. The Separation will also provide investors with two distinct and targeted investment opportunities.
•: The Separation will facilitate deeper understanding by investors of the different businesses of EQT and the Company, allowing investors to more transparently value the merits, performance and future prospects of each company, further facilitating each company's access to capital markets.
•: The Separation will facilitate EQM's and EQT's ability to contract with third parties, especially those that currently prefer to enter into certain commercial arrangements with pure-play midstream or upstream businesses rather than integrated midstream and upstream companies, thereby allowing each to expand and diversify its customer and supplier bases.
•: The Separation will facilitate incentive compensation arrangements for employees that are more directly tied to the performance of each company's business. An improved equity currency will enhance employee hiring and retention by, among other things, improving the alignment of management and employee incentives with performance and growth objectives.

Neither the Company nor EQT can assure you that, following the Separation, any of the benefits described above or any other benefits will be realized to the extent anticipated, or at all.

The EQT board of directors also considered a number of potentially negative factors in evaluating the Separation, including, among others, risks relating to the creation of a new public company, possible increased costs and one-time costs of the Separation, but concluded that the potential benefits of the Separation outweighed these factors. For additional information, see the sections entitled "The Separation and Distribution—Reasons for the Separation" and "Risk Factors" included elsewhere in this information statement.

Reasons for EQT's Retention of 19.9% of the Shares of the Company's Common Stock

In considering the appropriate structure for the Separation, EQT determined that, immediately after the Distribution becomes effective, EQT will retain 19.9% of the outstanding shares of common stock of the Company. EQT intends to responsibly dispose of such shares after the Distribution; such dispositions may include one or more exchanges of shares of the Company's common stock for EQT debt or one or more sales of such shares for cash. The proceeds of any sale of the Company's common stock will be used to reduce EQT's post-Separation debt and fund a stock buyback program. EQT's retention of shares of the Company's common stock and the de-leveraging it enables are expected to provide meaningful credit support to EQT, allow EQT to achieve continued financial flexibility, including for future investment and exploration activities, and ensure financial stability in the face of changes in the economic environment and natural gas prices and demand without burdening the balance sheet of the Company or its subsidiaries. Although EQT currently has no specific plan with respect to any particular disposition of the retained shares, EQT will dispose of all of the retained shares of the Company's common stock in one or more transactions as soon as practicable following the Distribution consistent with the business reasons for the retention of those shares, but in no event later than five years after the Distribution as required by the IRS to maintain the tax-free nature of the Distribution.

Corporate Information

The Company was incorporated in Pennsylvania on May 11, 2018 for the purpose of effecting the Separation. Prior to the Distribution, EQT will contribute its Midstream Business, which is held through investments in the general and limited partner interests in EQGP and EQM, to the Company. Until this contribution occurs, the Company will not carry on any substantial business or conduct any operations other than those necessary to effect the contribution of EQT's Midstream Business and the eventual separation of the Company from EQT by means of the pro rata distribution of 80.1% of the Company's outstanding common stock to holders of EQT common stock. At the time of the Distribution, the Company will hold EQT's Midstream Business.

The address of the Company's principal executive offices is 625 Liberty Avenue, Suite 2000, Pittsburgh, Pennsylvania 15222. The Company's telephone number after the Distribution will be (724) 271-7200. The Company maintains an Internet site at www.equitransmidstream.com. The Company's corporate website and the information contained therein or connected thereto shall not be deemed to be incorporated herein, and you should not rely on any such information in making any investment decision.

The Company owns or has rights to use the trademarks, service marks and trade names that it uses in conjunction with the operation of its business.

Reason for Furnishing this Information Statement

This information statement is being furnished solely to provide information to shareholders of EQT who will receive shares of the Company's common stock in the Distribution. It is not, and is not to be construed as, an inducement or encouragement to buy or sell any of the Company's securities. The information contained in this information statement is believed by the Company to be accurate as of the date set forth on the cover of this information statement. Changes may occur after that date, and neither EQT nor the Company will update the information, except in the normal course of their respective disclosure obligations and practices, or as required by applicable law.

SUMMARY HISTORICAL AND PRO FORMA FINANCIAL INFORMATION

The following summary financial data reflects the historical and pro forma financial information of Equitrans Midstream Corporation Predecessor as of the dates and for the periods indicated. The summary historical statement of operations data for the six months ended June 30, 2018 and 2017 and the balance sheet data as of June 30, 2018 are derived from the Company's interim unaudited condensed combined consolidated financial statements, which are included in the "Index to Financial Statements" section of this information statement. The selected historical financial statement of operations data for the years ended December 31, 2017, 2016 and 2015 and the balance sheet data as of December 31, 2017 and 2016 is derived from the Company's audited combined consolidated financial statements which are included in the "Index to Financial Statements" section of this information statement. The selected historical balance sheet data as of December 31, 2015 is derived from our unaudited historical financial statements not included in this information statement. The historical results may not necessarily reflect our results of operations, financial position and cash flows for future periods or what they would have been had the Company been a separate, standalone company during the periods presented. To ensure a full understanding of this summary financial data, the information presented below should be reviewed in combination with "Management's Discussion and Analysis of Financial Condition and Results of Operations" and the Equitrans Midstream Corporation Predecessor audited condensed combined consolidated financial statements and unaudited condensed combined consolidated financial statements and accompanying notes thereto included in the "Index to Financial Statements" section of this information statement.

The summary unaudited pro forma financial data presented has been prepared to reflect the Separation and certain transactions (the Pro Forma Events) which are further described in the section "Unaudited Pro Forma Condensed Combined Financial Statements" of this information statement. The unaudited pro forma condensed combined statement of operations data presented reflects the financial results as if the Pro Forma Events occurred on January 1, 2017. The unaudited pro forma condensed combined balance sheet data reflects the financial position as if the Pro Forma Events occurred on June 30, 2018. The assumptions used and pro forma adjustments derived from such assumptions are based on currently available information.

The unaudited pro forma condensed combined financial statements are not necessarily indicative of the Company's results of operations or financial condition had the Distribution and its anticipated post-Separation capital structure been completed on the dates assumed. Also, they may not reflect the results of operations or financial condition that would have resulted had the Company been operating as an independent, publicly traded company during such periods. In addition, they are not necessarily indicative of the Company's future results of operations, financial position or cash flows.

This summary historical and pro forma financial data should be reviewed in combination with "Unaudited Pro Forma Condensed Combined Financial Statements," "Capitalization," "Selected Historical Combined Consolidated Financial Data," "Management's Discussion and Analysis of

Financial Condition and Results of Operations" and the financial statements and accompanying notes included in the "Index to Financial Statements" section of this information statement.

	Pro Forma					Historical

						Six Months Ended June 30,
										Years Ended December 31,
	Six Months Ended June 30, 2018(a)		Year Ended December 31, 2017(a)							Years Ended December 31,
	Six Months Ended June 30, 2018(a)		Year Ended December 31, 2017(a)			2018(a)		2017(a)		2017			2016		2015		2014(a)		2013(a)
(in thousands)
Selected Statement of Operations Data:
Operating revenues	$	745,723	$	1,264,704		$	745,723	$	396,887	$	895,558		$	732,272	$	632,936	$	489,218	$	362,810
Operating income		515,522		814,338			484,208		283,274		543,050			465,066		449,900		332,662		241,994
Net income	$	402,351	$	237,236		$	443,351	$	234,867	$	322,457		$	387,073	$	411,011	$	244,627	$	162,001
Net income attributable to noncontrolling interests		261,018		393,364			259,555		168,232		349,613			321,920		236,715		124,025		47,243
Net income (loss) attributable to Equitrans Midstream Corporation(b)	$	141,333	$	(156,128	)	$	183,796	$	66,635	$	(27,156	)	$	65,153	$	174,296	$	120,602	$	114,758

			Historical

	Pro Forma		Historical
	Pro Forma				As of December 31,
	As of June 30, 2018(a)		As of June 30, 2018(a)		As of December 31,
	As of June 30, 2018(a)		As of June 30, 2018(a)		2017		2016		2015(a)		2014(a)		2013(a)
(in thousands)
Selected Balance Sheet Data:
Total assets	$	9,933,094	$	11,062,887	$	8,328,796	$	4,392,155	$	3,486,515	$	2,206,479	$	1,665,139
Long-term debt	$	3,453,975	$	3,713,975	$	1,453,352	$	985,732	$	493,401	$	492,633	$	—
Total equity	$	5,755,935	$	6,408,593	$	6,238,764	$	3,192,666	$	2,051,548	$	1,213,879	$	1,076,730

(a): Unaudited.
(b): Net loss attributable to Equitrans Midstream Corporation was $27.2 million in 2017 compared with net income attributable to Equitrans Midstream Corporation of $65.2 million in 2016 and $174.3 million in 2015. The decrease in net income (loss) attributable to Equitrans Midstream Corporation was primarily the result of higher income tax expense and net income attributable to noncontrolling interests which more than offset higher operating income in each period. Operating expenses also included acquisition costs related to the Rice Merger of $85.1 million allocated to the Company by EQT and an impairment of long lived assets of $59.7 million for the years ended December 31, 2017 and 2016, respectively, which were not allocated to any operating segment. Refer to "Management's Discussion and Analysis of Financial Condition and Results of Operations" and the accompanying financial statements of Equitrans Midstream Corporation Predecessor for additional information.

In addition to the other information contained in this information statement, the following risk factors should be considered in evaluating the Company's business and future prospects. The following discussion of risk factors contains forward-looking statements. These risk factors may be important for understanding any statement in this information statement or elsewhere. The following information should be read in conjunction with "Management's Discussion and Analysis of Financial Condition and Results of Operation" and the financial statements and related notes included in the "Index to Financial Statements" section of this information statement.

Because of the following factors, as well as other variables affecting the Company's results of operations, past financial performance may not be a reliable indicator of future performance, and historical trends should not be used to anticipate results or trends in future periods.

Our only cash-generating assets are our ownership interests in EQGP and EQM, and our cash flow is therefore completely dependent upon the ability of EQGP and EQM to make cash distributions to their partners.

We may, over time, reduce our partnership interests in EQM or EQGP, or EQGP may reduce its partnership interests in EQM, which would have the effect of reducing EQM's and/or EQGP's cash distributions to us. In addition, the amount of cash that EQM can distribute each quarter to its partners, including us and EQGP, and the amount of cash that EQGP can distribute each quarter to its partners, including us, principally depends upon the amount of cash EQM generates from its operations, which will fluctuate from quarter to quarter based on, among other things:

In addition, the actual amount of cash EQM will have available for distribution will depend on other factors, including:

Because of these factors, EQM may not have sufficient available cash each quarter to pay quarterly distributions at its most recently announced second quarter 2018 distribution amount of $1.09 per unit or any other amount. The amount of cash that EQM has available for distribution depends primarily upon its cash flow, including cash flow from operations and working capital borrowings, and is not solely a function of profitability, which will be affected by non-cash items. As a result, EQM may be able to make cash distributions when it records losses for financial accounting purposes and may not be able to make cash distributions during periods when it records net income for financial accounting purposes. See "—Risks Related to EQM's Business."

The tax treatment of each of EQGP and EQM depends on its status as a partnership for U.S. federal income tax purposes, as well as it not being subject to a material amount of entity-level taxation by individual states. If the IRS were to treat EQGP or EQM as a corporation or if EQGP or EQM becomes subject to additional amounts of entity-level taxation for state or foreign tax purposes, it would reduce the amount of cash available for distribution to us.

Upon completion of the Distribution, we will own, directly or indirectly, (i) an approximate 91.3% limited partner interest and the entire non-economic general partner interest in EQGP and (ii) an approximate 12.7% limited partner interest in EQM. EQGP will hold an approximate 1.2% general partner interest, an approximate 17.9% limited partner interest and all of the incentive distribution rights in EQM. Accordingly, the value of our investment in EQGP and EQM, as well as the anticipated after-tax economic benefit of an investment in our shares, depends largely on EQGP and EQM being treated as partnerships for federal income tax purposes, which requires that 90% or more of EQGP's and EQM's respective gross income for every taxable year consist of qualifying income, as defined in Section 7704 of the Code.

Despite the fact that EQGP and EQM are each limited partnerships under Delaware law and have not elected to be treated as corporations for federal income tax purposes, it is possible, under certain circumstances, for EQGP and EQM to be treated as corporations for federal income tax purposes. A change in EQGP's or EQM's business could cause EQGP or EQM, respectively, to be treated as a corporation for federal income tax purposes or otherwise subject EQGP or EQM, respectively, to federal income taxation as an entity. For example, EQGP or EQM would be treated as a corporation if less than 90% of EQGP's or EQM's respective gross income for any taxable year consists of "qualifying income" within the meaning of Section 7704 of the Internal Revenue Code.

If either EQGP or EQM were treated as a corporation for federal income tax purposes, EQGP or EQM, as applicable, would pay federal income tax on its taxable income at the corporate tax rate,

which is currently 21%, and would likely pay state income taxes at varying rates. Distributions to EQGP's partners (including us) or EQM's partners (including EQGP and us), as applicable, would generally be taxed again as corporate distributions, and no income, gains, losses or deductions would flow through to EQGP's partners or EQM's partners, as applicable. Because a tax would be imposed upon EQGP or EQM, as applicable, as a corporation, such entity's cash available for distribution would be substantially reduced. Therefore, treatment of EQGP or EQM as a corporation would result in a material reduction in the anticipated cash flow and after-tax return to us, likely causing a substantial reduction in the value of our shares.

Current law may change, causing EQGP or EQM to be treated as a corporation for federal income tax purposes or otherwise subjecting EQGP or EQM to entity-level taxation. In addition, several states are evaluating ways to subject partnerships to entity-level taxation through the imposition of state income, franchise and other forms of taxation. Imposition of any entity-level taxes on either of EQGP or EQM will reduce its cash available for distribution to its partners.

EQM's partnership agreement provides that if a law is enacted or existing law is modified or interpreted in a manner that subjects EQM to taxation as a corporation or otherwise subjects EQM to entity-level taxation for federal income tax purposes, EQM's minimum quarterly distribution and target distribution amounts will be adjusted to reflect the impact of that law on EQM. If this were to happen, the amount of distributions we and EQGP receive from EQM and our resulting cash flows could be reduced substantially, which would adversely affect our ability to pay dividends.

The tax treatment of publicly traded partnerships such as EQGP and EQM could be subject to potential legislative, judicial, or administrative changes and differing interpretations, possibly on a retroactive basis.

The present U.S. federal income tax treatment of publicly traded partnerships, including EQGP and EQM, may be modified by legislative, judicial, or administrative changes, or interpretations of applicable law at any time. Any modifications to the U.S. federal income tax laws that may be applied retroactively or prospectively could make it more difficult or impossible to meet the expectation of future cash distributions or reduce the cash available for distributions to our shareholders. For example, from time to time, members of the U.S. Congress propose and consider such substantive changes to the existing federal income tax laws that affect publicly traded partnerships. If successful, the proposals could eliminate the qualifying income exception to the treatment of all publicly traded partnerships as corporations upon which EQGP and EQM rely for their treatment as partnerships for U.S. federal income tax purposes. We are unable to predict whether any of these changes or other proposals will ultimately be enacted, but it is possible that a change in law could affect EQGP or EQM and may, if enacted, be applied retroactively. Any such changes could negatively impact the value of our direct or indirect investments in EQGP and EQM.

If the IRS makes audit adjustments to EQGP's or EQM's income tax returns for tax years beginning after 2017, the IRS (and some states) may assess and collect any resulting taxes (including any applicable penalties and interest) directly from EQGP or EQM, respectively, in which case the applicable partnership may require their unitholders (including us) and potentially former unitholders to reimburse the applicable partnership for such payment or, if EQGP or EQM are required to bear such payment, EQGP's or EQM's cash available for distribution to their unitholders (including us) might be substantially reduced.

Pursuant to the Bipartisan Budget Act of 2015, if the IRS makes audit adjustments to EQGP's or EQM's income tax returns for tax years beginning after 2017, the IRS (and some states) may assess and collect any resulting taxes (including any applicable interest and penalties) directly from EQGP or EQM, respectively. EQGP and EQM will have a limited ability to shift any such tax liability to their respective general partners and unitholders, including us, in accordance with their interests in EQGP and EQM during the year under audit, but there can be no assurance that EQGP and EQM will be able to (or will choose to) do so under all circumstances, or that EQGP and EQM will be able to (or

choose to) effect corresponding shifts in state income or similar tax liability resulting from the IRS adjustment in states in which EQGP or EQM do business in the year under audit or in the adjustment year. If EQGP or EQM make payments of taxes, penalties and interest resulting from audit adjustments, EQGP or EQM, as the case may be, may require their respective unitholders, including us, and potentially former unitholders to reimburse the applicable partnership for such payment or, if EQGP or EQM are required to bear such payment, EQGP's or EQM's cash available for distribution to their respective unitholders, including us, might be substantially reduced.

In the event the IRS makes an audit adjustment to EQGP's or EQM's income tax returns and EQGP or EQM, as the case may be, do not or cannot shift the liability to their respective unitholders, in accordance with their interests in EQGP or EQM, as the case may be, during the year under audit, EQGP and EQM will generally have the ability to request that the IRS reduce the determined underpayment by reducing the suspended passive loss carryovers of EQGP's unitholders or EQM's unitholders (without any compensation from EQGP or EQM to such unitholders), to the extent such underpayment is attributable to a net decrease in passive activity losses allocable to certain partners. Such reduction, if approved by the IRS, will be binding on any affected unitholders.

The EQM General Partner, with EQGP's consent, may limit or modify the incentive distributions EQGP is entitled to receive from EQM, which may reduce cash distributions to EQGP's unitholders, including us.

EQGP owns the EQM General Partner, which owns the incentive distribution rights in EQM that entitle EQGP to receive increasing percentages, up to a maximum of 48.0%, of any cash distributed by EQM as certain target distribution levels in excess of $0.4025 per EQM unit are reached in any quarter. A growing portion of the cash flow we receive from EQGP is expected to be provided by these incentive distribution rights.

EQM, like other publicly traded partnerships, will generally only undertake an acquisition or expansion capital project if, after giving effect to related costs and expenses, the transaction would be expected to be accretive, meaning it would increase cash distributions per unit in future periods. Because the EQM General Partner currently participates in the incentive distribution rights at all levels, including the highest sharing level of 48.0%, it is more difficult for an acquisition or capital project to show accretion for the common unitholders of EQM than if the incentive distribution rights received less incremental cash flow. As a result, the EQM General Partner may determine, in certain cases, to propose a reduction in the incentive distribution rights to facilitate a particular acquisition or expansion capital project. Such a reduction may relate to all of the cash flow on the incentive distribution rights or only to the expected cash flow from the transaction and may be either temporary or permanent in nature.

EQM's partnership agreement authorizes the EQM General Partner to approve any waiver, reduction, limitation or modification of or to EQM's incentive distribution rights without the consent of EQGP or EQM's unitholders, as long as such modification does not adversely affect EQM's limited partners considered as a whole or any particular class of EQM partnership interests as compared to other classes of EQM partnership interests in any material respect. In determining whether or not to approve any such waiver or modification, the EQM General Partner's board of directors may consider whatever information it believes appropriate in making such determination. The EQM General Partner's board of directors must also subjectively believe that any such modification is in the best interest of EQM. Any determination with respect to such modification could include consideration of one or more financial cases based on a number of business, industry, economic, legal, regulatory and other assumptions applicable to the proposed transaction. Although we expect a reasonable basis will exist for those assumptions, the assumptions will generally involve current estimates of future conditions, which are difficult to predict. Realization of many of the assumptions will be beyond the EQM General Partner's control. Moreover, the uncertainty and risk of inaccuracy associated with any financial projection will increase with the length of the forecasted period. If distributions on the

incentive distribution rights were reduced for the benefit of the EQM common units, the total amount of cash distributions EQGP would receive from EQM in respect of the incentive distribution rights may be reduced and there can be no assurance that this reduction would be fully offset by our direct or indirect share of any increased distributions in respect of the EQM common units.

Additionally, in certain circumstances, the EQM General Partner, as the holder of EQM's incentive distribution rights, will have the right under the EQM partnership agreement to reset the minimum quarterly distribution and the target distribution levels at which the incentive distributions receive increasing percentages of the cash EQM distributes to higher levels based on EQM's cash distributions at the time of the exercise of this reset election. In connection with resetting the minimum quarterly distribution amount and the target distribution levels and the corresponding relinquishment by the EQM General Partner of incentive distribution payments based on the target distributions prior to the reset, the EQM General Partner will be entitled to receive a number of newly issued EQM common units based on a predetermined formula that takes into account the "cash parity" value of the average cash distributions related to the incentive distribution rights received by the EQM General Partner for the two quarters immediately preceding the reset event as compared to the average cash distributions per EQM common unit during that two-quarter period. In addition, the EQM General Partner will be issued the number of EQM general partner units necessary to maintain its general partner ownership interest in EQM immediately prior to the reset election. The EQM General Partner's right to reset the minimum quarterly distribution amount and the target distribution levels upon which the incentive distributions payable to the EQM General Partner are based may be exercised without approval of EQM's unitholders or EQM's conflicts committee. The reset minimum quarterly distribution amount and target distribution levels will be higher than the minimum quarterly distribution amount and the target distribution levels prior to the reset such that the EQM General Partner will not receive any incentive distributions under the reset target distribution levels until cash distributions per unit following this event increase accordingly. The EQM General Partner may exercise this reset right in order to facilitate acquisitions or internal growth projects that would otherwise not be sufficiently accretive to cash distributions per EQM common unit, taking into account the existing levels of incentive distribution payments being made to the EQM General Partner. In addition, the EQM General Partner and EQM may also agree, directly or indirectly, to permanently eliminate the incentive distribution rights through various means, including an exchange or cancellation of the incentive distribution rights in consideration for the issuance to the EQM General Partner of additional EQM common units or other consideration or the merger of EQGP and EQM and their respective general partners. Certain of such transactions may be taxable to the holders of EQGP or EQM common units, including us, even if such holders do not receive cash as part of the transaction. Over time, any transaction that waives, reduces, limits, modifies or eliminates the incentive distribution rights may result in our receiving less cash from EQGP, EQM or any successor entity.

A reduction in EQM's distributions will disproportionately affect the amount of cash distributions EQGP receives and the amount of cash that EQGP will be able to distribute to its unitholders, including us.

EQGP's ownership of all the incentive distribution rights in EQM entitles it to receive specified percentages of total cash distributions made by EQM with respect to any particular quarter only in the event that EQM distributes more than $0.4025 per unit for such quarter. As a result, the holders of EQM's common units have a priority over EQGP's incentive distribution rights to cash distributions by EQM up to and including $0.4025 per unit for any quarter.

Because EQGP is currently participating at the 48.0% level on the incentive distribution rights, future growth in distributions paid by EQM will not result in an increase in EQGP's proportionate share of incremental cash distributed by EQM. Furthermore, a decrease in the amount of distributions by EQM to less than $0.5250 per EQM common unit per quarter would reduce EQGP's percentage of incremental cash distributions in excess of certain established target distribution levels ranging from

$0.4025 per unit to $0.5250 per unit. As a result, any reduction in quarterly cash distributions from EQM would have the effect of disproportionately reducing the amount of distributions that EQGP receives from EQM based on its ownership of the incentive distribution rights in EQM as compared to cash distributions it receives from EQM with respect to EQGP's general partner interest in EQM and our and EQGP's EQM common units.

If in the future we cease to manage and control EQGP and EQM, or EQGP ceases to manage and control EQM, we or EQGP may be deemed to be an investment company under the Investment Company Act.

If we cease to manage and control EQGP and EQM, or EQGP ceases to manage and control EQM, and either we or EQGP are deemed to be an investment company under the Investment Company Act of 1940 (Investment Company Act), we or EQGP will either have to register as an investment company under the Investment Company Act, obtain exemptive relief from the SEC or modify our or its organizational structure or our or its contractual rights to fall outside the definition of an investment company. Registering as an investment company could, among other things, materially limit our or EQGP's ability to engage in transactions with affiliates, including the purchase and sale of certain securities or other property to or from our or its affiliates, restrict our or EQGP's ability to borrow funds or engage in other transactions involving leverage, require us or EQGP to add additional directors who are independent of us and EQGP and our or EQGP's affiliates, and adversely affect the price of our common stock or EQGP's common units. Further more, if EQGP were required to register under the Investment Company Act, it would be taxed as a corporation for U.S. federal income tax purposes, which would substantially reduce the amount of cash we would receive from EQGP.

Each of EQGP and EQM may issue additional limited partner interests or other equity securities, which may increase the risk that EQGP or EQM will not have sufficient available cash to maintain or increase its cash distribution level.

Each of EQGP and EQM has wide latitude to issue additional limited partner interests on the terms and conditions established by each of their respective general partners. EQGP receives cash distributions from EQM on the general partner interest, incentive distribution rights and limited partner interests that it holds. Because EQGP expects a growing portion of the cash it receives from EQM to be attributable to its ownership of the incentive distribution rights, payment of distributions on additional EQM limited partner interests may increase the risk that EQM will be unable to maintain or increase its quarterly cash distribution per unit, which in turn may reduce the amount of incentive distributions EQGP receives and the available cash that EQGP has to distribute to its unitholders, including us.

If EQM's unitholders remove the EQM General Partner, EQGP would lose its general partner interest and incentive distribution rights in EQM and we would lose the ability to manage EQM.

We currently manage EQM through the EQM General Partner, a wholly owned subsidiary of EQGP and the general partner of EQM. EQM's partnership agreement, however, gives unitholders of EQM the right to remove the EQM General Partner upon the affirmative vote of holders of 66²/3% of EQM's outstanding units. If the EQM General Partner were to be removed as general partner of EQM, it would receive cash or EQM common units in exchange for its general partner interest and the incentive distribution rights and would lose its ability to manage EQM. While the EQM common units or cash the EQM General Partner would receive are intended under the terms of EQM's partnership agreement to fully compensate the EQM General Partner in the event such an exchange is required, the value of these EQM common units or of the investments the EQM General Partner makes with the cash over time may not be equivalent to the value of the general partner interest and the incentive distribution rights had the EQM General Partner retained them. Furthermore, the conversion of the incentive distribution rights into EQM common units would disproportionately reduce the amount of

cash distributions to which EQGP is entitled with respect to subsequent increases in EQM distributions.

Our ability to sell our partnership interests in EQGP and EQM may be limited by securities law restrictions and liquidity constraints.

After the Distribution, we will own 15,433,812 common units of EQM, representing a 12.7% limited partner interest in EQM, and 276,008,766 common units of EQGP, representing a 91.3% limited partner interest in EQGP, all of which are unregistered and restricted securities, within the meaning of Rule 144 under the Securities Act of 1933, as amended (Securities Act). Unless we exercise our registration rights with respect to these common units, we will be limited in our ability to sell our EQM and EQGP common units in the public market. In addition, EQGP faces contractual limitations under EQGP's partnership agreement on its ability to sell EQM general partner units, and the market for such general partner units is illiquid.

We cannot be certain that an active trading market for our common stock will develop or be sustained after the Distribution, and following the Distribution, our stock price may fluctuate significantly.

A public market for our common stock does not currently exist. We anticipate that on or about the record date for the Distribution, trading of shares of our common stock will begin on a when-issued basis, which will continue through the Distribution Date. However, we cannot guarantee that an active trading market for our common stock will develop or be sustained after the Distribution, nor can we predict the prices at which shares of our common stock may trade after the Distribution. Similarly, we cannot predict whether the combined market value of the shares of our common stock and EQT common stock will be less than, equal to or greater than the market value of EQT common stock prior to the Distribution.

The market price of our common stock may decline or fluctuate significantly due to a number of factors, some of which may be beyond our control, including:

Many investors holding EQT common stock may hold such stock because of a decision to invest in a company with EQT's profile. Following the Distribution, the shares of our common stock held by those investors will represent an investment in a "pure-play" midstream company with a different profile from EQT. This profile may not align with such investors' investment strategies and may cause such holders to sell their shares. As a result, our stock price may decline or experience volatility as our shareholder base changes.

In addition, following the Distribution, EQT will retain 19.9% of the outstanding shares of our common stock. EQT currently plans to dispose of all of our common stock that it retains after the Distribution, which may include dispositions through one or more subsequent exchanges for debt or a sale of such shares for cash as soon as practical following the Distribution consistent with the business

reasons for the retention of those shares, but in no event later than five years after the Distribution. We will agree that, upon the request of EQT, we will use commercially reasonable efforts to effect a registration under applicable U.S. federal and state securities laws of any shares of our common stock retained by EQT. See "Certain Relationships and Related Person Transactions—Shareholder and Registration Rights Agreement." Any disposition by EQT, or any significant shareholder, of our common stock in the public market, or the perception that such dispositions could occur, could adversely affect prevailing market prices for our common stock.

Our ability to meet our financial needs may be adversely affected by our lack of operational assets.

Our only cash-generating assets are partnership interests in EQGP and EQM, and we currently have no independent operations separate from those of EQM. A reduction in EQM's distributions will disproportionately affect the amount of cash distributions EQGP receives and the amount of cash that EQGP will be able to distribute to its unitholders, including us. Given that our only cash-generating assets are partnership interests in EQGP and EQM, we may not have enough cash to meet our needs if any of the following events occur:

We may incur significant indebtedness, and restrictions under the agreements governing such indebtedness could adversely affect our operating flexibility, business, financial condition, results of operations, liquidity and ability to pay dividends to our shareholders.

The agreements governing any indebtedness that we may incur, including any revolving credit facility that we may execute, may contain various covenants and restrictive provisions that could limit our ability to, among other things:

The provisions of agreements governing any indebtedness that we incur, including any revolving credit facility that we may enter into, may affect our ability to obtain future financing and pursue attractive business opportunities and our flexibility in planning for, and reacting to, changes in business conditions. In addition, a failure to comply with the provisions of such agreements could result in an event of default, which could enable our lenders to, subject to the terms and conditions of the applicable agreement, declare any outstanding principal of such debt, together with accrued and unpaid interest, to be immediately due and payable. Our only cash-generating assets are our ownership interests in EQM and EQGP, and if the payment of our debt is accelerated, our assets may be insufficient to repay such debt in full, and our shareholders could experience a partial or total loss of their investments.

Our level of debt could have important consequences to us, including the following:

Our ability to service our debt will depend principally on receiving distributions from EQM and EQGP, which will be affected by prevailing economic conditions and financial, business, regulatory and other factors, some of which are beyond our, EQM's or EQGP's control. See "—Risks Related to EQM's Business."

In addition, our incurrence of indebtedness may be viewed negatively by credit rating agencies, which could result in increased costs for EQM or us to access the capital markets, which could significantly increase our or EQM's capital costs or adversely affect our or EQM's ability to raise capital in the future.

We cannot guarantee the timing, amount or payment of dividends on our common stock.

Although we expect to pay regular cash dividends following the Separation, the timing, declaration, amount and payment of future dividends to shareholders will fall within the discretion of our board of directors (the Board). The Board's decisions regarding the payment of dividends will depend on many factors, such as our financial condition, earnings, capital requirements, any debt service obligations and covenants associated with such debt service obligations, industry practice, legal requirements, regulatory constraints and other factors that the Board deems relevant. For more information, see "Dividend Policy." Because our only source of operating cash flow consists of cash distributions from EQM and EQGP, the amount of dividends we are able to pay to our shareholders may fluctuate based on the level of distributions EQM makes to its partners, including EQGP and us, and the level of distributions EQGP makes to its partners, including us. We cannot assure you that EQM will continue to make quarterly cash distributions at its most recently announced second quarter 2018 distribution amount of $1.09 per unit or any other amount, or increase its quarterly distributions in the future. In addition, while EQGP would expect to increase or decrease distributions to its unitholders if EQM were to increase or decrease distributions to EQGP, the timing and amount of such changes in distributions, if any, would not necessarily be comparable to the timing and amount of any changes in distributions made by EQM to EQGP. Various factors, such as reserves established by the board of directors of the EQGP General Partner, may affect the distributions EQGP makes to its unitholders, including us. In addition, prior to making any distributions to its unitholders, EQGP will reimburse its general partner and its affiliates for all direct and indirect expenses incurred by them on its behalf. The EQGP General Partner will determine the amount of these reimbursed expenses. The reimbursement of these expenses could adversely affect the amount of distributions EQGP makes to its unitholders, including us.

In the future, your percentage ownership in us may be diluted because of equity awards that we will be granting to our directors, officers and employees or otherwise as a result of equity issuances for acquisitions or capital market transactions. Our employees will receive shares of our common stock after the Distribution as a result of, among other things, their EQT equity awards. We anticipate that

our Management Development and Compensation Committee will grant additional stock-based awards to our employees after the Distribution. Such awards will have a dilutive effect on our earnings per share, which could adversely affect the market price of our common stock. From time to time, we will issue additional stock-based awards to our employees under our employee benefits plans. In addition, we anticipate that our Amended and Restated Articles of Incorporation will authorize us to issue, without the approval of our shareholders, one or more classes or series of preferred stock that have such designations, powers, preferences and relative, participating, optional and other special rights, including preferences over our common stock respecting dividends and distributions, as our Board generally may determine. The terms of one or more classes or series of preferred stock could dilute the voting power or reduce the value of our common stock. Similarly, the repurchase or redemption rights or liquidation preferences we could assign to holders of preferred stock could affect the residual value of the common stock. For additional information, see the section entitled "Description of Equitrans Midstream Corporation's Capital Stock."

Some anti-takeover provisions that we expect to be contained in our Amended and Restated Articles of Incorporation and Amended and Restated Bylaws, as well as provisions of Pennsylvania law, could impair an attempt to acquire us.

We expect to have provisions in our Amended and Restated Articles of Incorporation and Amended and Restated Bylaws that could have the effect of rendering more difficult or discouraging an acquisition of us deemed undesirable by our Board. These include provisions:

These provisions, alone or together, could deter or delay hostile takeovers, proxy contests and changes in control or management of us. As a Pennsylvania corporation, we are also subject to provisions of Pennsylvania law, including certain provisions of Chapter 25 of the Pennsylvania Business Corporation Law (the PBCL), which prevents some shareholders from engaging in certain business combinations without approval of the holders of substantially all of our outstanding common stock.

Any provision of our Amended and Restated Articles of Incorporation or Amended and Restated Bylaws or Pennsylvania law that has the effect of delaying or deterring a change in control of us could limit the opportunity for our shareholders to receive a premium for their shares of our common stock and also could affect the price that some investors are willing to pay for our common stock.

We expect that our Amended and Restated Bylaws will designate the state and federal courts sitting in the judicial district of the Commonwealth of Pennsylvania embracing the county in which our registered office is located as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by our shareholders, which could discourage lawsuits against us and our directors and officers.

Our Amended and Restated Bylaws are expected to provide that, unless our Board otherwise determines, the state and federal courts sitting in the judicial district of the Commonwealth of Pennsylvania embracing the county in which our registered office is located will be the sole and exclusive forum for any derivative action or proceeding brought on behalf of us, any action asserting a claim of breach of a fiduciary duty owed by any director or officer or other employee of ours to us or our shareholders, any action asserting a claim against us or any director or officer or other employee of us arising pursuant to any provision of the PBCL or our Amended and Restated Articles of Incorporation or Amended and Restated Bylaws or any action asserting a claim against us or any director or officer or other employee of ours governed by the internal affairs doctrine. This exclusive forum provision may limit the ability of our shareholders to bring a claim in a judicial forum that such shareholders find favorable for disputes with us or our directors or officers, which may discourage such lawsuits against us and our directors and officers. Alternatively, if a court outside of Pennsylvania were to find this exclusive forum provision inapplicable to, or unenforceable in respect of, one or more of the specified types of actions or proceedings described above, we may incur additional costs associated with resolving such matters in other jurisdictions, which could adversely affect our business, results of operations and financial condition.

The loss of key personnel could adversely affect our ability to execute our strategic, operational and financial plans.

Our operations are dependent upon key management and technical personnel, and one or more of these individuals could leave our employment. The unexpected loss of the services of one or more of these individuals could have a detrimental effect on us. In addition, the success of our operations will depend, in part, on our ability to identify, attract, develop and retain experienced personnel. There is competition within our industry for experienced technical personnel and certain other professionals, which could increase the costs associated with identifying, attracting and retaining such personnel. If we cannot identify, attract, develop and retain our technical and professional personnel or attract additional experienced technical and professional personnel, our ability to compete could be harmed.

Our business has become increasingly dependent upon digital technologies, including information systems, infrastructure and cloud applications, to operate our businesses, and the maintenance of our financial and other records has long been dependent upon such technologies. The U.S. government has issued public warnings that indicate that energy assets might be specific targets of cyber security threats. Deliberate attacks on, or unintentional events affecting, our systems or infrastructure, the systems or infrastructure of third parties or the cloud could lead to corruption or loss of our proprietary data and potentially sensitive data, delays in production or delivery of natural gas, NGLs and oil, difficulty in completing and settling transactions, challenges in maintaining our books and records, communication interruptions, environmental damage, personal injury, property damage, other operational disruptions and third-party liability. Further, as cyber incidents continue to evolve, we may be required to expend additional resources to continue to modify or enhance protective measures or to investigate and remediate any vulnerability to cyber incidents.

The EQGP General Partner and EQM General Partner owe duties to EQGP's and EQM's unitholders, respectively, that may conflict with our interests, including in connection with the terms of contractual agreements, the determination of cash distributions to be made by EQGP or EQM, and the determination of whether EQGP or EQM should make acquisitions and on what terms.

Conflicts of interest exist and may arise in the future as a result of the relationships between us and our affiliates, including the EQGP General Partner and the EQM General Partner, on the one hand, and EQGP and EQM and their respective limited partners, on the other hand. The directors and officers of the EQGP General Partner have duties to manage EQGP in a manner that is beneficial to us, as EQGP General Partner's indirect owner. The directors and officers of the EQM General Partner have duties to manage EQM in a manner that is beneficial to EQGP as the EQM General Partner's indirect owner. At the same time, the EQGP General Partner and EQM General Partner, as the general partners of EQGP and EQM, respectively, have duties to manage EQGP and EQM in manners beneficial to EQGP, EQM and their respective limited partners. The board of directors of the EQGP General Partner and EQM General Partner or their respective conflicts committees may resolve any such conflict and have broad latitude to consider the interests of all parties to the conflict. The resolution of these conflicts may not always be in our best interest or that of our shareholders.

The duties of our officers and directors may conflict with their duties as officers and/or directors of the EQGP General Partner and/or the EQM General Partner.

Our officers and directors have duties to manage our business in a manner beneficial to us and our shareholders. However, three of our directors and four of our officers are also officers and/or directors of the EQGP General Partner, and three of our directors and four of our officers are also officers and/or directors of the EQM General Partner, each of whom has duties to manage the businesses of EQGP and EQM in manners beneficial to EQGP and EQM, respectively, and their respective unitholders. Consequently, these directors and officers may encounter situations in which their obligations to EQGP, the EQGP General Partner, EQM, and/or the EQM General Partner, as applicable, on the one hand, and us, on the other hand, are in conflict. The resolution of these conflicts may not always be in our best interest or that of our shareholders.

In addition, our officers, four of whom are also officers of the EQGP General Partner and four of whom are also officers of the EQM General Partner, will have responsibility for overseeing the allocation of their own time and time spent by administrative personnel on our behalf and on behalf of EQGP, EQM, and/or us. These officers face conflicts regarding these time allocations. The resolution of these conflicts may not always be in the best interest of us or our shareholders.

We have no history of operating as an independent company, and our historical and pro forma financial information is not necessarily representative of the results that we would have achieved as a separate, publicly traded company and may not be a reliable indicator of our future results.

The historical information about us included in this information statement refers to our business as operated by and integrated with EQT. Our historical and pro forma financial information included in this information statement is derived from the consolidated financial statements and accounting records of EQT. Accordingly, the historical and pro forma financial information included in this information statement does not necessarily reflect the financial condition, results of operations and cash flows that we would have achieved as a separate, publicly traded company during the periods presented, or those that we will achieve in the future, primarily as a result of the factors described below:

Other significant changes may occur in our cost structure, management, financing and business operations as a result of operating as a separate company from EQT. For additional information about the past financial performance of our business and the basis of presentation of the historical financial statements and the unaudited pro forma condensed combined financial statements of our business, see the sections entitled "Unaudited Pro Forma Condensed Combined Financial Statements," "Selected Historical Combined Consolidated Financial Data" and "Management's Discussion and Analysis of Financial Condition and Results of Operations," as well as the historical financial statements and

accompanying notes included in the "Index to Financial Statements" section of this information statement.

The Separation could result in substantial tax liability to EQT and us and our respective shareholders.

It is a condition to the Distribution that (i) the private letter ruling from the IRS regarding the qualification of the Distribution, together with certain related transactions, as a transaction that is generally tax-free for U.S. federal income tax purposes under Sections 355 and 368(a)(1)(D) of the Code and certain other U.S. federal income tax matters relating to the Separation and Distribution shall not have been revoked or modified in any material respect and (ii) EQT shall have received an opinion from Wachtell, Lipton, Rosen & Katz, in form and substance acceptable to EQT in its sole discretion, with respect to certain tax matters relating to the qualification of the Distribution, together with certain related transactions, as a transaction described in Sections 355 and 368(a)(1)(D) of the Code. The IRS private letter ruling is based on and relies upon and the opinion of counsel will be based upon and rely on, among other things, various facts and assumptions, as well as certain representations, statements and undertakings of EQT and us, including those relating to the past and future conduct of EQT and us. If any of these representations, statements or undertakings is, or becomes, inaccurate or incomplete, or if any representations or covenants contained in any of the Separation-related agreements and documents or in any documents relating to any IRS private letter ruling or opinion of counsel are breached, such IRS private letter ruling and/or opinion of counsel may be invalid and the conclusions reached therein could be jeopardized.

Notwithstanding receipt of the IRS private letter ruling and opinion of counsel, the IRS could determine that the Distribution and/or certain related transactions should be treated as taxable transactions for U.S. federal income tax purposes if it determines that any of the representations, assumptions or undertakings upon which such IRS private letter ruling or the opinion of counsel was based are false or have been violated. In addition, the IRS private letter ruling does not address all of the issues that are relevant to determining whether the Distribution, together with certain related transactions, qualifies as a transaction that is generally tax-free for U.S. federal income tax purposes, and any opinion of counsel will represent the judgment of such counsel and will not be binding on the IRS or any court and the IRS or a court may disagree with the conclusions in any opinion of counsel. Accordingly, notwithstanding receipt of an IRS private letter ruling or opinion of counsel, there can be no assurance that the IRS will not assert that the Distribution and/or certain related transactions do not qualify for the intended tax treatment or that a court would not sustain such a challenge. In the event the IRS were to prevail with such challenge, EQT, we and our respective shareholders could be subject to material U.S. federal income tax liability. For more information, see "Material U.S. Federal Income Tax Consequences."

Even if the Distribution otherwise qualifies as generally tax-free for U.S. federal income tax purposes under Section 355 and Section 368(a)(1)(D) of the Code, it would result in a material U.S. federal income tax liability to EQT (but not to its shareholders) under Section 355(e) of the Code if one or more persons acquire, directly or indirectly, a 50-percent or greater interest (measured by either vote or value) in EQT's stock or in the stock of us as part of a plan or series of related transactions that includes the Distribution, and we may be required to indemnify EQT for any such liability under the tax matters agreement to be executed by EQT and us in connection with the Distribution. Any acquisition of EQT's stock or stock of us (or any predecessor or successor corporation) within two years before or after the Distribution generally would be presumed to be part of a plan that includes the Distribution, although such presumptions may be rebutted under certain circumstances. The process for determining whether an acquisition is part of a plan under these rules is complex, inherently factual in nature and subject to a comprehensive analysis of the facts and circumstances of the particular case. Notwithstanding the IRS private letter ruling and opinion of counsel described above, a sufficient change in ownership of EQT or the Company stock may occur which could result in a material tax

liability to EQT. Additionally, in connection with the Distribution and to effect the Separation, EQT expects to effect certain restructuring transactions that, with respect to the legacy assets of Rice Energy's midstream business, are expected to be taxable to EQT (but not its shareholders) and to result in a material tax liability, which EQT expects to be offset in part by certain tax attributes.

Under the tax matters agreement that EQT will execute with us, we may be required to indemnify EQT against any additional taxes and related amounts resulting from (i) an acquisition of all or a portion of our equity securities or assets, whether by merger or otherwise (and regardless of whether we participated in or otherwise facilitated the acquisition), (ii) other actions or failures to act by us or (iii) any of our representations, covenants or undertakings contained in any of the Separation—related agreements and documents or in any documents relating to the IRS private letter ruling or the opinion of counsel being incorrect or violated. Any such indemnity obligations could be material. For a more detailed discussion, see "Certain Relationships and Related Person Transactions—Tax Matters Agreement."

We may determine to forgo or be required to forgo certain transactions in order to avoid the risk of incurring material tax-related liabilities or indemnification obligations under the tax matters agreement.

As a result of requirements of Section 355 of the Code and/or other applicable tax laws, we and/or EQT may determine to forgo certain transactions that would otherwise be advantageous. In particular, we and/or EQT may determine to continue to operate certain business operations for the foreseeable future even if a sale or discontinuance of such business would otherwise be advantageous. Moreover, in light of the requirements of Section 355(e) of the Code, we and/or EQT may determine to forgo certain transactions, including share repurchases, stock issuances, certain asset dispositions and other strategic transactions, for some period of time following the Distribution. To preserve the tax-free treatment of the Separation and the Distribution, and in addition to our indemnity obligations described above, the tax matters agreement will restrict us, for the two-year period following the Distribution, except in specific circumstances, from: (i) entering into any transaction pursuant to which all or a portion of our stock would be acquired, whether by merger or otherwise, (ii) issuing equity securities beyond certain thresholds, (iii) repurchasing shares of our stock other than in certain open-market transactions, (iv) ceasing to actively conduct certain of our businesses or (v) taking or failing to take any other action that prevents the Distribution and certain related transactions from qualifying as a transaction that is generally tax-free for U.S. federal income tax purposes under Sections 355 and 368(a)(1)(D) of the Code. These restrictions may limit our ability to pursue certain equity issuances, strategic transactions or other transactions that may maximize the value of our business. For more information, see "Certain Relationships and Related Person Transactions—Tax Matters Agreement" and "Material U.S. Federal Income Tax Consequences."

Certain contingent liabilities allocated to us following the Separation may mature, resulting in material adverse impacts to our business.

After the Separation, there will be several significant areas where the liabilities of EQT may become our obligations. For example, under the Code and the related rules and regulations, each corporation that was a member of the EQT consolidated U.S. federal income tax return group during a taxable period or portion of a taxable period ending on or before the effective date of the Distribution is jointly and severally liable for the U.S. federal income tax liability of the EQT consolidated U.S. federal income tax return group for that taxable period. Consequently, if EQT is unable to pay the consolidated U.S. federal income tax liability for a pre-Separation period, we could be required to pay the amount of such tax, which could be substantial and in excess of the amount allocated to us under the tax matters agreement. For a discussion of the tax matters agreement, see "Certain Relationships and Related Person Transactions—Tax Matters Agreement." Other provisions of federal law establish

similar liability for other matters, including laws governing tax-qualified pension plans, as well as other contingent liabilities.

Until the Separation and Distribution are completed, EQT has sole discretion to change the terms of the Separation and Distribution in ways that may be unfavorable to us.

Until the Separation and Distribution are completed, we will be a wholly owned subsidiary of EQT. Accordingly, EQT will effectively have the sole and absolute discretion to determine and change the terms of the Separation and Distribution, including the establishment of the record date for the Distribution and the Distribution Date. These changes could be unfavorable to us. In addition, EQT may decide at any time not to proceed with the Separation and Distribution.

We may not achieve some or all of the expected benefits of the Separation, and the Separation may materially and adversely affect our business.

We may be unable to achieve the full strategic and financial benefits expected to result from the Separation, or such benefits may be delayed or not occur at all. The Separation and Distribution are expected to provide the following benefits, among others:

We may not achieve these or other anticipated benefits for a variety of reasons, including, among others: (i) the Separation will require significant amounts of management time and effort, which may divert management attention from operating and growing our business; (ii) following the Separation, we may be more susceptible to market fluctuations and other adverse events than if we were still a part of EQT; (iii) following the Separation, our business will be less diversified than EQT's business prior to the Separation; and (iv) the other actions required to separate EQT's and our respective businesses could disrupt our operations. If we fail to achieve some or all of the benefits expected to result from the Separation, or if such benefits are delayed, our business, results of operations and financial condition could be materially and adversely affected.

In addition, prior to and following the Separation and Distribution, we expect to incur non-recurring transition, transaction and other expenses directly associated with the Separation. We currently anticipate total expenditures of approximately $100 million in connection with the Separation and Distribution for the year ended December 31, 2018. We expect to record approximately $65 to $75 million of these expenditures, which are composed of approximately $35 to $45 million of expense and approximately $30 million in capital expenditures to relocate and/or augment and create our new IT systems in connection with the Separation and Distribution. Costs related to the Separation and Distribution, including those incurred after the year ended December 31, 2018, may be significantly higher than we currently anticipate, and may adversely impact our financial condition, results of operations and cash flows. For more information regarding the Separation, see the section entitled "The Separation and Distribution."

EQT or we may fail to perform under various transaction agreements that will be executed as part of the Separation.

In connection with the Separation, and prior to the Distribution, we and EQT will execute a Separation and Distribution Agreement as well as various other agreements, including a transition services agreement, a tax matters agreement, an employee matters agreement and a shareholder and registration rights agreement with respect to EQT's continuing ownership of the Company's common stock. The Separation and Distribution Agreement, the tax matters agreement and the employee matters agreement will determine the allocation of assets and liabilities between the companies following the Separation for those respective areas and will include any necessary indemnifications related to liabilities and obligations. The transition services agreement will provide for the performance of select services by EQT for our benefit and select services by us for the benefit of EQT, in each case for a limited period of time after the Separation. With respect to services to be performed by EQT for the benefit of us, we will rely on EQT to satisfy its performance obligations under these agreements. If EQT is unable to satisfy its obligations under these agreements, including its indemnification obligations, our business, results of operations and financial condition could be materially and adversely affected. For a description of these agreements, see the section entitled "Certain Relationships and Related Person Transactions."

After the Distribution, certain members of management and directors may hold stock in both EQT and us, and as a result may face actual or potential conflicts of interest.

After the Distribution, the management and directors of each of EQT and us may own both EQT common stock and the Company's common stock. This ownership overlap could create, or appear to create, potential conflicts of interest when our management and directors and EQT management and directors face decisions that could have different implications for us and EQT. For example, potential conflicts of interest could arise in connection with the resolution of any dispute between us and EQT regarding the terms of the agreements governing the Distribution and our relationship with EQT following the Distribution. These agreements include the Separation and Distribution Agreement, the tax matters agreement, the employee matters agreement, the transition services agreement and any other agreements between the parties or their respective affiliates. Potential conflicts of interest may also arise out of any commercial arrangements that we or EQM, on the one hand, and EQT, on the other hand, may enter into in the future.

No vote of EQT shareholders is required in connection with the Separation and Distribution.

No vote of EQT shareholders is required in connection with the Separation and Distribution. Accordingly, if this transaction occurs and you do not want to receive the Company's common stock in the Distribution, your only recourse will be to divest yourself of your EQT common stock prior to the record date for the Distribution.

Failure to maintain effective internal control over financial reporting in accordance with Section 404 of the Sarbanes-Oxley Act could materially and adversely affect us.

As a public company, we will become subject to the reporting requirements of the Exchange Act, the Sarbanes-Oxley Act and the Dodd-Frank Act and will be required to prepare our financial statements according to the rules and regulations required by the SEC. In addition, the Exchange Act requires that we file annual, quarterly and current reports. Our failure to prepare and disclose this information in a timely manner or to otherwise comply with applicable law could subject it to penalties under federal securities laws, expose it to lawsuits and restrict our ability to access financing.

In addition, the Sarbanes-Oxley Act requires that, among other things, we establish and maintain effective internal controls and procedures for financial reporting and disclosure purposes. Internal control over financial reporting is complex and may be revised over time to adapt to changes in our business or changes in applicable accounting rules. We cannot assure you that our internal control over financial reporting will be effective in the future or that a material weakness will not be discovered with respect to a prior period for which we had previously believed that internal controls were effective. If we are not able to maintain or document effective internal control over financial reporting, our independent registered public accounting firm will not be able to certify as to the effectiveness of our internal control over financial reporting.

Matters affecting our internal controls may cause us to be unable to report our financial information on a timely basis, or may cause it to restate previously issued financial information, and thereby subject us to adverse regulatory consequences, including sanctions or investigations by the SEC, or violations of applicable stock exchange listing rules. There could also be a negative reaction in the financial markets due to a loss of investor confidence in the Company and the reliability of our financial statements. Confidence in the reliability of our financial statements is also likely to suffer if we or our independent registered public accounting firm reports a material weakness in our internal control over financial reporting. This could have a material and adverse effect on us by, for example, leading to a decline in our share price or impairing our ability to raise additional capital.

EQT may not complete the ultimate separation of our business as planned and may retain a significant ownership stake in us for a period of time.

We expect that EQT will ultimately dispose of its remaining ownership interest in us, representing 19.9% of our outstanding common stock, as soon as practicable following the Distribution consistent with the business reasons for the retention of such common stock, but in no event later than five years after the Distribution. There can be no assurance regarding the method by which EQT will dispose of its interest in us, as we expect it to seek to maximize overall value to its shareholders. Alternatives include one or more subsequent exchanges of such common stock for debt and a sale of such common stock for cash.

The disposition by EQT of its remaining ownership interest in us may be subject to various conditions, including receipt of any necessary regulatory and other approvals, the existence of satisfactory market conditions, and the confirmation of credit and financial strength ratings. These conditions may not be satisfied or EQT may decide for any other reason not to consummate the disposition and instead retain a significant ownership interest in us for a period of time, not exceeding five years. Satisfying the conditions relating to such disposition may require actions that EQT has not anticipated. Any delay by EQT in completing the disposition could have a material adverse effect on the market price for our common stock.

Potential indemnification liabilities to EQT pursuant to agreements relating to the Separation and Distribution could materially adversely affect us.

The Separation and Distribution Agreement with EQT provides for, among other things, the principal corporate transactions required to effect the Separation, certain conditions to the Separation and provisions governing the relationship between the Company and EQT with respect to and resulting from the Separation. For a description of the Separation and Distribution Agreement, see "Certain Relationships and Related Person Transactions—Separation and Distribution Agreement." Among other things, the Separation and Distribution Agreement provides for indemnification obligations designed to make the Company financially responsible for substantially all liabilities that may exist relating to its business activities, whether incurred prior to or after the Separation, as well as those obligations of EQT assumed by the Company pursuant to the Separation and Distribution Agreement. If the Company is required to indemnify EQT under the circumstances set forth in the Separation and Distribution Agreement, the Company may be subject to substantial liabilities.

In addition, under the tax matters agreement that EQT will execute with us, we may be required to indemnify EQT against any additional taxes and related amounts resulting from (i) an acquisition of all or a portion of our equity securities or assets, whether by merger or otherwise (and regardless of whether we participated in or otherwise facilitated the acquisition), (ii) other actions or failures to act by us or (iii) any of our representations, covenants or undertakings contained in any of the Separation—related agreements and documents or in any documents relating to the IRS private letter ruling or the opinion of counsel being incorrect or violated. Any such indemnity obligations could be material. For a more detailed discussion, see "Certain Relationships and Related Person Transactions—Tax Matters Agreement."

EQM depends on EQT for a substantial majority of its revenues and future growth. For example, EQM's water services business is directly associated with EQT's well completion activities and water needs, which are partially driven by horizontal lateral lengths and the number of completion stages per well. Therefore, we are subject to the business risks of EQT, and any decrease in EQT's drilling or completion activity could adversely affect EQM's business and operating results. We have no control over EQT's business decisions and operations, and EQT is under no obligation to adopt a business strategy that favors us.

Historically, EQM has provided a substantial percentage of its natural gas gathering, transmission and storage and water services to EQT. EQT accounted for approximately 74% of EQM's operating revenues for the year ended December 31, 2017 and 79% on a pro forma basis. We expect EQM to derive a substantial majority of its revenues from EQT for the foreseeable future. For example, EQM's ability to maintain water services revenues is substantially dependent on continued completion activity by EQT and third parties over time, including the volume of fresh water it distributes and produced water it handles for customers. EQM's fresh water distribution services, which make up a substantial portion of its water services revenues, will be in greatest demand in connection with completion activities. To the extent that EQT or other fresh water distribution customers complete fewer wells, or wells with shorter lateral lengths, the demand for EQM's fresh water distribution services would be reduced from that needed for longer lateral lengths. In addition, EQM's fresh water distribution business is dependent upon active development in EQM's areas of operation. In order to maintain or increase throughput levels on our fresh water distribution systems, EQM must service new wells.

Therefore, any event, whether in EQM's areas of operations or otherwise, that adversely affects EQT's production, financial condition, leverage, results of operations or cash flows may adversely affect us. Accordingly, we are subject to the business risks of EQT, including the following:

EQT may reduce its capital spending in the future based on commodity prices or other factors. Unless EQM is successful in attracting significant unaffiliated third-party customers, its ability to maintain or increase the capacity subscribed and volumes transported under service arrangements on its gathering, transmission and storage and water systems will be dependent on receiving consistent or increasing commitments from EQT. While EQT has dedicated certain acreage to, and executed long-term firm gathering and transmission contracts on, EQM's systems, it may determine in the future that drilling in areas outside of EQM's current areas of operations is strategically more attractive to it and it is under no contractual obligation to maintain its production dedicated to EQM. Moreover, EQT's Upstream Business strategy is transitioning from one focused on volume growth to one focused on capital efficiency and free cash flow generation. In preparation for the Separation, EQT has been evaluating the long-term pace of development of its Upstream Business in order to achieve the optimal balance between free cash flow generation and volume growth. Based on this evaluation, EQT is currently targeting mid-single digit annual production growth over the next five years. A reduction in the capacity subscribed or volumes transported or gathered on EQM's systems by EQT could have a material adverse effect on our business, financial condition, results of operations and liquidity.

EQT may also elect to reduce its drilling activity if commodity prices decrease. Fluctuations in energy prices can also greatly affect the development of reserves. In general terms, the prices of natural gas, oil and other hydrocarbon products fluctuate in response to changes in supply and demand, market uncertainty and a variety of additional factors that are beyond EQM's control. These factors include worldwide economic conditions, weather conditions and seasonal trends, the levels of domestic production and consumer demand, the levels of imported and exported natural gas, oil and liquefied natural gas (LNG), the availability of transportation systems with adequate capacity, the volatility and uncertainty of regional pricing differentials, the price and availability of alternative fuels, the effect of energy conservation measures, the nature and extent of governmental regulation and taxation, and the anticipated future prices of natural gas, oil, LNG and other commodities. Declines in commodity prices could have a negative impact on EQT's development and production activity, and if sustained, could lead to a material decrease in such activity. Sustained reductions in development or production activity in EQM's areas of operation could lead to reduced utilization of EQM's services.

Due to these and other factors, even if reserves are known to exist in areas serviced by EQM's assets, producers have chosen, and may choose in the future, not to develop those reserves. If reductions in development activity result in EQM's inability to maintain the current levels of throughput on EQM's water services, or if reductions in lateral lengths result in a decrease in demand for EQM's water services on a per well basis, those reductions could adversely affect EQM's business, financial condition, results of operations and liquidity.

Please see Item 1A, "Risk Factors" in EQT's Annual Report on Form 10-K for the year ended December 31, 2017 (which is not, and shall not be deemed to be, incorporated by reference herein) for a full discussion of the risks associated with EQT's business.

The demand for the services provided by EQM's water distribution business could decline as a result of several factors.

EQM's water services business includes fresh water distribution for use in EQM's customers' natural gas, NGLs and oil exploration and production activities. Water is an essential component of natural gas, NGLs and oil production during the drilling, and in particular, the hydraulic fracturing process. As a result, the demand for EQM's fresh water distribution and produced water handling services is tied to the level of drilling and completion activity of EQM's customers, including EQT, which is currently and anticipated to continue to be EQM's primary customer for such services. More specifically, the demand for EQM's water distribution and produced water handling services could be adversely affected by any reduction in or slowing of EQT's or other customers' well completions, any reduction in produced water attributable to completion activity, or the extent to which EQT or other customers complete wells with shorter lateral lengths, which would lessen the volume of fresh water required for completion activity. In addition, increased regulation of hydraulic fracturing could result in reductions or delays in natural gas, NGLs and oil production by EQM's water services customers, which could reduce the number of wells for which EQM provides water services.

Additionally, EQM depends on EQT to source a portion of the fresh water EQM distributes. The availability of EQM's and EQT's water supply may be limited due to reasons including, but not limited to, prolonged drought or regulatory delays associated with infrastructure development. Restrictions on the ability to obtain water or changes in wastewater disposal requirements may incentivize water recycling efforts by oil and natural gas producers, which could decrease the demand for EQM's fresh water distribution services.

EQM's natural gas gathering, transmission and storage services are subject to extensive regulation by federal, state and local regulatory authorities. Changes or additional regulatory measures adopted by such authorities could have a material adverse effect on EQM's business, financial condition, results of operations, liquidity and ability to make distributions.

EQM's interstate natural gas transmission and storage operations are regulated by the FERC under the Natural Gas Act of 1938 (NGA), the Natural Gas Policy Act of 1978 (NGPA) and the Energy Policy Act of 2005. Certain portions of EQM's gathering operations are also rate-regulated by the FERC in connection with its interstate transmission operations. EQM's FERC-regulated systems operate under tariffs approved by the FERC that establish rates, cost recovery mechanisms and terms and conditions of service to its customers. Generally, the FERC's authority extends to:

Interstate pipelines may not charge rates or impose terms and conditions of service that, upon review by the FERC, are found to be unjust and unreasonable or unduly discriminatory. The recourse

rate that may be charged by EQM's interstate pipeline for its transmission and storage services is established through the FERC's ratemaking process. The maximum applicable recourse rate and terms and conditions for service are set forth in EQM's FERC-approved tariffs.

Pursuant to the NGA, existing interstate transmission and storage rates and terms and conditions of service may be challenged by complaint and are subject to prospective change by the FERC. Additionally, rate increases and changes to terms and conditions of service proposed by a regulated interstate pipeline may be protested and such increases or changes can be delayed and may ultimately be rejected by the FERC. EQM currently holds authority from the FERC to charge and collect (i) "recourse rates," which are the maximum rates an interstate pipeline may charge for its services under its tariff, (ii) "discount rates," which are rates below the "recourse rates" and above a minimum level, provided they do not "unduly discriminate," (iii) "negotiated rates," which involve rates above or below the "recourse rates," provided that the affected customers are willing to agree to such rates and that the FERC has approved the negotiated rate agreement, and (iv) market-based rates for some of EQM's storage services from which EQM derives a small portion of its revenues. As of December 31, 2017, approximately 89% of the contracted firm transmission capacity on EQM's system was committed under such "negotiated rate" contracts, rather than recourse, discount or market rate contracts. There can be no guarantee that EQM will be allowed to continue to operate under such rate structures for the remainder of those assets' operating lives. Any successful challenge against rates charged for EQM's transmission and storage services could have a material adverse effect on its business, financial condition, results of operations, liquidity and ability to make quarterly cash distributions to its unitholders, including us and EQGP.

While the FERC does not generally regulate the rates and terms of service over facilities determined to be performing a natural gas gathering function, the FERC has traditionally regulated rates charged by interstate pipelines for gathering services performed on the pipeline's own gathering facilities when those gathering services are performed in connection with jurisdictional interstate transmission facilities. EQM maintains rates and terms of service in its tariff for unbundled gathering services performed on a portion of its gathering facilities that are connected to its transmission and storage system. Just as with rates and terms of service for transmission and storage services, EQM's rates and terms of services for its FERC-regulated gathering services may be challenged by complaint and are subject to prospective change by the FERC. Rate increases and changes to terms and conditions of service which EQM proposes for its FERC-regulated gathering services may be protested, and such increases or changes can be delayed and may ultimately be rejected by the FERC.

The FERC's jurisdiction extends to the certification and construction of interstate transmission and storage facilities, including, but not limited to, acquisitions, facility maintenance, expansions, and abandonment of facilities and services. While the FERC exercises jurisdiction over the rates and terms of service for EQM's FERC-regulated gathering services, these gathering facilities are not subject to the FERC's certification and construction authority. Prior to commencing construction of new or existing interstate transmission and storage facilities, an interstate pipeline must obtain a certificate authorizing the construction, or file to amend its existing certificate, from the FERC. On April 19, 2018, the FERC issued a Notice of Inquiry seeking information regarding whether, and if so how, it should revise its approach under its currently effective policy statement on the certification of new natural gas transportation facilities. We cannot currently predict when the FERC will issue an order in the Notice of Inquiry proceeding or what action the FERC may take in any such order. If the FERC changes its existing certificate policy, it could impact EQM's ability to construct interstate pipeline facilities. Further, typically a significant expansion project requires review by a number of governmental agencies, including state and local agencies, whose cooperation is important in completing the regulatory process on schedule. Any agency's delay in the issuance of, or refusal to issue, authorizations or permits for one or more of these projects may mean that EQM will not be able to pursue these projects or that they will be constructed in a manner or with capital requirements that EQM did not anticipate. Such delays,

refusals or resulting modifications to projects could materially and negatively impact the revenues and costs expected from these projects or cause EQM to abandon planned projects.

FERC regulations also extend to the terms and conditions set forth in agreements for transmission and storage services executed between interstate pipelines and their customers. These service agreements are required to conform, in all material respects, with the forms of service agreements set forth in the pipeline's FERC-approved tariff. Non-conforming agreements must be filed with, and accepted by, the FERC. In the event that the FERC finds that an agreement is materially non-conforming, in whole or in part, it could reject the agreement or require EQM to seek modification, or alternatively require EQM to modify its tariff so that the non-conforming provisions are generally available to all customers.

On March 15, 2018, the FERC issued an order prohibiting master limited partnership (MLP)-owned pipelines from including an allowance for investor income tax liability in their cost-of-service based rates. Under its prior policy, the FERC had permitted all interstate pipelines to include an income tax allowance in the cost-of-service used as the basis for calculating their regulated rates. On July 18, 2018, the FERC issued an order affirming the principal finding in the March order regarding income tax recovery and also clarifying the treatment of Accumulated Deferred Income Taxes (ADIT) in light of the prohibition on MLP income tax allowances. Also on July 18, 2018, the FERC issued Order No. 849, adopting regulations requiring that natural gas pipelines must make a one-time report, Form 501-G, due in the fourth quarter of 2018. For MLP-owned pipelines, the Form 501-G report must calculate an earned rate of return on equity that addresses any potential over-recovery of their cost of service arising from the prohibition of the income tax allowance and the ADIT clarification. The FERC will evaluate these Form 501-G filings on a case-by-case basis and may open a limited or a general rate case, open an investigation, or take no further action. This recent action by the FERC could adversely affect EQM's business, financial condition, results of operations, liquidity and ability to make cash distributions to unitholders, including us and EQGP.

The FERC may not continue to pursue its approach of pro-competitive policies as it considers matters such as interstate pipeline rates and rules and policies that may affect rights of access to natural gas transmission capacity and transmission and storage facilities.

Section 1(b) of the NGA exempts certain natural gas gathering facilities from regulation by the FERC under the NGA. EQM believes that its high pressure natural gas gathering pipelines meet the traditional tests the FERC has used to establish a pipeline's status as an exempt gatherer not subject to regulation as a natural gas company, although the FERC has not made a formal determination with respect to the jurisdictional status of those facilities. However, the distinction between FERC-regulated transmission services and federally unregulated gathering services is often the subject of litigation within the industry, so the classification and regulation of EQM's high pressure gathering systems are subject to change based on future determinations by the FERC, the courts or the U.S. Congress.

Failure to comply with applicable provisions of the NGA, the NGPA, federal pipeline safety laws and certain other laws, as well as with the regulations, rules, orders, restrictions and conditions associated with these laws, could result in the imposition of administrative and criminal remedies and civil penalties. For example, the FERC is authorized to impose civil penalties of up to approximately $1.2 million per violation, per day for violations of the NGA, the NGPA or the rules, regulations, restrictions, conditions and orders promulgated under those statutes. This maximum penalty authority established by statute will continue to be adjusted periodically for inflation.

In addition, future federal, state or local legislation or regulations under which EQM will operate its natural gas gathering, transmission and storage businesses may have a material adverse effect on its business, financial condition, results of operations, liquidity and ability to make quarterly cash distributions to its unitholders, including us and EQGP.

Any significant decrease in production of natural gas in EQM's areas of operation could adversely affect its business and operating results and reduce its cash available to make distributions.

EQM's business is dependent on the continued availability of natural gas production and reserves in its areas of operation. A sustained low-price environment for natural gas or regulatory limitations could adversely affect development of additional reserves and production that is accessible by EQM's pipeline and storage assets. Production from natural gas wells will naturally decline over time. The amount of natural gas reserves underlying these wells may also be less than anticipated, and the rate at which production from these reserves declines may be greater than anticipated. Additionally, producers may determine in the future that drilling activities in areas outside of EQM's current areas of operations are strategically more attractive to them due to the price environment for natural gas or other reasons. A reduction in the natural gas volumes supplied by EQT or third-party producers could result in reduced throughput on EQM's systems and adversely impact its ability to grow its operations and increase quarterly cash distributions to its unitholders, including us and EQGP. Accordingly, to maintain or increase the contracted capacity or the volume of natural gas gathered, transported and stored on EQM's systems and cash flows associated therewith, EQM's customers must continually access additional reserves of natural gas.

The primary factors affecting EQM's ability to obtain non-dedicated sources of natural gas include the level of successful drilling activity near EQM's systems and EQM's ability to compete for volumes from successful new wells. While EQT has dedicated production from certain of its leased properties to EQM, EQM has no control over the level of drilling activity in its areas of operation, the amount of reserves associated with wells connected to EQM's gathering systems or the rate at which production from a well declines. In addition, EQM has no control over EQT or other producers or their drilling or production decisions, which are affected by, among other things, the availability and cost of capital, prevailing and projected energy prices, demand for hydrocarbons, levels of reserves, the producer's contractual obligations to EQM and other midstream companies, geological considerations, environmental or other governmental regulations, the availability of drilling permits, the availability of drilling rigs and crews, and other production and development costs.

Fluctuations in energy prices can also greatly affect the development of new natural gas reserves. In general terms, the prices of natural gas, oil and other hydrocarbon products fluctuate in response to changes in supply and demand, market uncertainty and a variety of additional factors that are beyond EQM's control. For example, the daily spot prices for NYMEX Henry Hub natural gas ranged from a high of $3.77 per MMBtu to a low of $1.49 per MMBtu from January 1, 2016 through June 30, 2018. Factors affecting natural gas prices include worldwide economic conditions; weather conditions and seasonal trends; the levels of domestic production and consumer demand; new exploratory finds of natural gas; the availability of imported, and the ability to export, natural gas and LNG; the availability of transportation systems with adequate capacity; the volatility and uncertainty of regional basis differentials and premiums; the price and availability of alternative fuels; the effects of energy conservation measures; the nature and extent of governmental regulation and taxation; and the anticipated future prices of natural gas, oil, LNG and other commodities. Low natural gas prices, particularly in the Appalachian Basin, have had a negative impact on exploration, development and production activity and, if sustained, could lead to a material decrease in such activity. Sustained reductions in exploration or production activity in EQM's areas of operation would lead to reduced utilization of EQM's systems. Because of these factors, even if new natural gas reserves are known to exist in areas served by EQM's assets, producers may choose not to develop those reserves. Moreover, EQT may not develop the acreage it has dedicated to EQM. If reductions in drilling activity result in EQM's inability to maintain levels of contracted capacity and throughput, it could reduce EQM's revenue and impair its ability to make quarterly cash distributions to its unitholders, including us and EQGP.

EQM does not obtain independent evaluations of natural gas reserves connected to its systems. Accordingly, EQM does not have independent estimates of total reserves connected to its systems or the anticipated life of such reserves. If the total reserves or estimated life of the reserves connected to EQM's systems are less than EQM anticipates, or the timeline for the development of reserves is longer than EQM anticipates, and EQM is unable to secure additional sources of natural gas, there could be a material adverse effect on its business, results of operations, financial condition, liquidity and ability to make quarterly cash distributions to its unitholders, including us and EQGP.

If new supplies of natural gas are not obtained to replace the natural decline in volumes from existing supply basins in EQM's area of operation, or if natural gas supplies are diverted to serve other markets, the overall volume of natural gas gathered, transported and stored on EQM's systems would decline, which could have a material adverse effect on EQM's business, financial condition, results of operations, liquidity and ability to make quarterly cash distributions to its unitholders, including us and EQGP.

Additionally, see "EQM depends on EQT for a substantial majority of its revenues and future growth. For example, EQM's water services business is directly associated with EQT's well completion activities and water needs, which are partially driven by horizontal lateral lengths and the number of completion stages per well. Therefore, we are subject to the business risks of EQT, and any decrease in EQT's drilling or completion activity could adversely affect EQM's business and operating results. We have no control over EQT's business decisions and operations, and EQT is under no obligation to adopt a business strategy that favors us."

EQM may not be able to increase its throughput and resulting revenue due to competition and other factors, which could limit its ability to grow.

Part of EQM's growth strategy includes diversifying its customer base by identifying opportunities to offer services to parties other than EQT. For the years ended December 31, 2017, 2016 and 2015, EQT accounted for approximately 88%, 96% and 96%, respectively, of EQM's gathering revenues, 60%, 57% and 53%, respectively, of EQM's transmission revenues, 2%, 1% and 1%, respectively, of EQM's storage revenues, and 74%, 75% and 73%, respectively, of EQM's total operating revenues. EQM's ability to increase its subscribed capacity and throughput and resulting revenue is subject to numerous factors beyond its control, including competition from third parties and the extent to which EQM has available capacity when shippers require it. To the extent that EQM lacks available capacity on its systems for volumes, it may not be able to compete effectively with third party systems for additional natural gas production in its areas of operation.

EQM has historically provided gathering, transmission and storage services to parties other than EQT on only a limited basis and may not be able to attract material service opportunities from third parties. EQM's efforts to attract new unaffiliated customers may be adversely affected by its relationship with EQT and its desire to provide services pursuant to long-term firm contracts. EQM's potential customers may prefer to obtain services under other forms of contractual arrangements under which EQM would be required to assume direct commodity exposure. In addition, EQM must continue to improve its reputation among its potential customer base for providing high quality service to successfully attract new customers.

The regulatory approval process for the construction of new midstream assets is challenging, and recent decisions by regulatory and judicial authorities in pending proceedings could impact EQM's or the MVP Joint Venture's ability to obtain all approvals and authorizations necessary to complete certain projects on the projected time frame or at all or its ability to achieve the expected investment return on the project.

Certain of EQM's internal growth projects may require regulatory approval from federal, state and local authorities prior to construction, including any extensions from or additions to its transmission and storage system. The approval process for storage and transportation projects has become

increasingly challenging, due in part to state and local concerns related to exploration and production, transmission and gathering activities in new production areas, including the Marcellus, Utica and Upper Devonian Shales, and negative public perception regarding the oil and gas industry. Such authorization may not be granted or, if granted, such authorization may include burdensome or expensive conditions.

In addition, any significant delays in the regulatory approval process for the MVP project could increase costs and negatively impact the scheduled in-service date of fourth quarter 2019, which in turn could adversely affect the ability for the MVP Joint Venture and its owners, including EQM, to achieve the expected investment return. The MVP project is subject to several challenges that must be resolved before the MVP project can be completed, as described in more detail under "Business—Legal Proceedings."

Although the MVP Joint Venture is actively defending the relevant agency actions and judicial challenges to the project, and is in active dialogue with all of the affected agencies to resolve these issues and restore the affected permits, there is no guarantee as to how long the agency proceedings and judicial challenges will take to resolve, or whether the MVP Joint Venture will ultimately succeed in restoring the permits in their present form or within the MVP Joint Venture's targeted time frame for placing the project in service. This and other similar litigation could adversely affect EQM's business, financial condition, results of operations, liquidity and ability to make quarterly cash distributions to its unitholders, including us and EQGP.

EQM is exposed to the credit risk of its counterparties in the ordinary course of its business.

EQM is exposed to the risk of loss resulting from the nonpayment and/or nonperformance of its customers, suppliers, joint venture partners and other counterparties. EQM extends credit to its customers, including EQT as its largest customer, as a normal part of EQM's business. While EQM has established credit policies, including assessing the creditworthiness of its customers as permitted by its FERC-approved natural gas tariffs, and requiring appropriate terms or credit support from them based on the results of such assessments, EQM may not have adequately assessed the creditworthiness of its existing or future customers. We cannot predict the extent to which EQT's and EQM's other counterparties' businesses would be impacted if commodity prices decline, commodity prices are depressed for a sustained period of time, or other conditions in the energy industry were to deteriorate, nor can we estimate the impact such conditions would have on the abilities of EQM's counterparties to perform under their gathering, transmission and storage and water services agreements with EQM. The low commodity price environment has negatively impacted natural gas producers causing some producers in the industry significant economic stress including, in certain cases, to file for bankruptcy protection or to renegotiate contracts. To the extent one or more of EQM's customers is in financial distress or commences bankruptcy proceedings, contracts with these customers may be subject to renegotiation or rejection under applicable provisions of the United States Bankruptcy Code. Any resulting nonpayment and/or nonperformance by EQM's counterparties could have a material adverse effect on its business, financial condition, results of operations, liquidity and ability to make quarterly cash distributions to its unitholders, including us and EQGP.

Increased competition from other companies that provide gathering, transmission and storage, and water services, or from alternative fuel sources, could have a negative impact on the demand for EQM's services, which could adversely affect its financial results.

EQM's ability to renew or replace existing contracts at rates sufficient to maintain current revenues and cash flows could be adversely affected by the activities of its competitors. EQM's systems compete primarily with other interstate and intrastate pipelines and storage facilities in the gathering, transmission and storage of natural gas. Some of EQM's competitors have greater financial resources and may now, or in the future, have access to greater supplies of natural gas than EQM does. Some of these competitors may expand or construct gathering systems, transmission and storage systems and

water systems that would create additional competition for the services EQM provides to its customers. In addition, EQM's customers may develop their own gathering, transmission or storage, or water services instead of using EQM's. Moreover, none of EQT, the Company, EQGP or any of their respective affiliates is limited in its ability to compete with EQM.

The policies of the FERC promoting competition in natural gas markets are having the effect of increasing the natural gas transmission and storage options for EQM's traditional customer base. As a result, EQM could experience some turnback of firm capacity as existing agreements expire. If EQM is unable to remarket this capacity or can remarket it only at substantially discounted rates compared to previous contracts, EQM may have to bear the costs associated with the turned back capacity. Increased competition could reduce the volumes of natural gas transported or stored on EQM's system or, in cases where EQM does not have long-term firm contracts, could force EQM to lower its transmission or storage rates.

Further, natural gas as a fuel competes with other forms of energy available to end-users, including coal, liquid fuels and renewable and alternative energy. Increased demand for such forms of energy at the expense of natural gas could lead to a reduction in demand for natural gas gathering, transmission and storage, and water services.

All of these competitive pressures could make it more difficult for EQM to retain its existing customers and/or attract new customers as EQM seeks to expand its business, which could have a material adverse effect on EQM's business, financial condition, results of operations, liquidity and ability to make quarterly cash distributions to its unitholders, including us and EQGP. In addition, competition could intensify the negative impact of factors that decrease demand for natural gas in the markets served by EQM's systems, such as adverse economic conditions, weather, higher fuel costs and taxes or other governmental or regulatory actions that directly or indirectly increase the cost or limit the use of natural gas.

If third party pipelines and other facilities interconnected to EQM's pipelines and facilities become unavailable to transport or process natural gas, EQM's revenues and cash available to make distributions to its unitholders could be adversely affected.

EQM depends on third party pipelines and other facilities that provide receipt and delivery options to and from EQM's transmission and storage system. For example, EQM's transmission and storage system interconnects with the following interstate pipelines: Texas Eastern, Dominion Transmission, Columbia Gas Transmission, Tennessee Gas Pipeline Company, Rockies Express Pipeline LLC, National Fuel Gas Supply Corporation and ET Rover Pipeline, LLC, as well as multiple distribution companies. Similarly, EQM's gathering systems have multiple delivery interconnects to multiple interstate pipelines. In the event that EQM's access to such systems was impaired, the amount of natural gas that EQM's gathering systems can gather and transport would be adversely affected, which could reduce revenues from EQM's gathering activities. Because EQM does not own these third-party pipelines or facilities, their continuing operation is not within EQM's control. If these or any other pipeline connections or facilities were to become unavailable for current or future volumes of natural gas due to repairs, damage to the facility, lack of capacity or any other reason, EQM's ability to operate efficiently and continue shipping natural gas to end markets could be restricted. Any temporary or permanent interruption at any key pipeline interconnect or facility could have a material adverse effect on EQM's business, financial condition, results of operations, liquidity and ability to make quarterly cash distributions to its unitholders, including us and EQGP.

Certain of the services EQM provides on its transmission and storage system are subject to long-term, fixed-price "negotiated rate" contracts that are not subject to adjustment, even if EQM's cost to perform such services exceeds the revenues received from such contracts, and, as a result, EQM's costs could exceed its revenues received under such contracts.

It is possible that costs to perform services under "negotiated rate" contracts will exceed the negotiated rates EQM has agreed to provide to its customers. If this occurs, it could decrease the cash flow realized by EQM's systems and, therefore, the cash EQM has available for distribution to its unitholders, including us and EQGP. Under FERC policy, a regulated service provider and a customer may mutually agree to a "negotiated rate," and that contract must be filed with and accepted by the FERC. As of December 31, 2017, approximately 89% of EQM's contracted transmission firm capacity was subscribed under such "negotiated rate" contracts. Unless the parties to these "negotiated rate" contracts agree otherwise, the contracts generally may not be adjusted to account for increased costs which could be caused by inflation or other factors relating to the specific facilities being used to perform the services.

EQM may not be able to renew or replace expiring contracts at favorable rates or on a long-term basis.

A significant exposure to market risk for EQM occurs at the time its existing contracts expire and are subject to renegotiation and renewal. Including contracts associated with expected future capacity from expansion projects that are not yet fully constructed but for which EQM has executed firm contracts, EQM's firm gathering contracts had a weighted average remaining term of approximately 8 years and firm transmission and storage contracts had a weighted average remaining term of approximately 15 years as of December 31, 2017. The extension or replacement of existing contracts, including EQM's contracts with EQT, depends on a number of factors beyond EQM's control, including:

Any failure to extend or replace a significant portion of EQM's existing contracts, or extending or replacing them at unfavorable or lower rates, could have a material adverse effect on EQM's business, financial condition, results of operations, liquidity and ability to make quarterly cash distributions to its unitholders, including us and EQGP.

If the tariffs governing the services EQM provides are successfully challenged, EQM could be required to reduce its tariff rates, which could have a material adverse effect on EQM's business, financial condition, results of operations, liquidity and ability to make quarterly cash distributions to its unitholders, including us and EQGP.

Rate payers, the FERC or other interested stakeholders, such as state regulatory agencies, may challenge EQM's rates offered to individual customers or the terms and conditions of service included in EQM's tariffs. EQM does not have an agreement in place that would prohibit customers, including EQT or its affiliates, from challenging EQM's tariffs. If any challenge were successful, among other things, the rates that EQM charges on its systems could be reduced. Successful challenges could have a

material adverse effect on EQM's business, financial condition, results of operations, liquidity and ability to make quarterly cash distributions to its unitholders, including us and EQGP.

If EQM does not complete expansion projects, its future growth may be limited.

A significant component of EQM's growth strategy is to continue to grow the cash distributions on its units by expanding its business. EQM's ability to grow depends, in part, upon its ability to complete expansion projects that result in an increase in the cash EQM generates. EQM may be unable to complete successful, accretive expansion projects for many reasons, including, but not limited to, the following:

Expanding EQM's business by constructing new midstream assets subjects EQM to risks.

Organic and greenfield growth projects are a significant component of EQM's growth strategy. The development and construction of pipelines and storage facilities involves numerous regulatory, environmental, political and legal uncertainties beyond EQM's control and will require the expenditure of significant amounts of capital. The development and construction of pipelines and storage facilities expose EQM to construction risks such as the failure to meet affiliate and third party contractual requirements, delays caused by landowners or advocacy groups opposed to the oil and gas industry, environmental hazards, adverse weather conditions, the performance of third party contractors, the lack of available skilled labor, equipment and materials and the inability to obtain necessary rights-of-way or approvals and permits from regulatory agencies on a timely basis or at all. These types of projects may not be completed on schedule, at the budgeted cost or at all. Moreover, EQM's revenues may not increase for some time after completion of a particular project. For instance, EQM will be required to pay construction costs generally as they are incurred but construction will typically occur over an extended period of time, and EQM will not receive material increases in revenues until the project is placed into service. Moreover, EQM may construct facilities to capture anticipated future growth in production and/or demand in a region in which such growth does not materialize. As a result, new facilities may not be able to attract enough throughput to achieve EQM's expected investment return, which could adversely affect EQM's business, financial condition, results of operations, liquidity and ability to make quarterly cash distributions to its unitholders, including us and EQGP.

If EQM is unable to make acquisitions on economically acceptable terms, its future growth may be limited, and the acquisitions EQM does make may reduce, rather than increase, its cash generated from operations on a per unit basis.

EQM's ability to grow depends, in part, on its ability to make acquisitions that increase its cash generated from operations on a per unit basis. The acquisition component of EQM's strategy is based, in large part, on its expectation of ongoing divestitures of midstream energy assets by industry participants. A material decrease in such divestitures would limit EQM's opportunities for future acquisitions and could have a material adverse effect on EQM's business, financial condition, results of

operations, liquidity and ability to make quarterly cash distributions to its unitholders, including us and EQGP.

If EQM is unable to make accretive acquisitions, whether because, among other reasons, (i) EQM is unable to identify attractive acquisition opportunities, (ii) EQM is unable to negotiate acceptable purchase contracts, (iii) EQM is unable to obtain financing for acquisitions on economically acceptable terms, (iv) EQM is outbid by competitors, some of which are larger than EQM and have greater financial resources, or (v) EQM is unable to obtain necessary governmental or third party consents, then EQM's future growth and ability to increase distributions will be limited.

Furthermore, even if EQM does make acquisitions that it believes will be accretive, these acquisitions may nevertheless result in a decrease in the cash generated from operations on a per unit basis. Any acquisition involves potential risks, including, among other things:

If any acquisition fails to be accretive to EQM's distributable cash flow per unit, it could have a material adverse effect on EQM's business, financial condition, results of operations, liquidity and ability to make quarterly cash distributions to its unitholders, including us and EQGP.

Failure to successfully combine the businesses of EQM and RMP in the expected time frame may adversely affect the future results of the combined organization and EQM's ability to achieve the intended benefits of the EQM-RMP Mergers and the Drop-Down Transaction.

The success of the EQM-RMP Mergers will depend, in part, on EQM's ability to realize the anticipated benefits from combining the businesses of EQM and RMP. To realize these anticipated benefits, the businesses must be successfully combined. If the combined organization is not able to achieve these objectives, or is not able to achieve these objectives on a timely basis, the anticipated benefits of the EQM-RMP Mergers may not be realized fully or at all. In addition, the actual integration may result in additional and unforeseen expenses, which could reduce the anticipated benefits of the EQM-RMP Mergers. There can be no assurance that EQM's combination with RMP or the Drop-Down Transaction will deliver the strategic, financial and operational benefits anticipated by EQM. EQM's business may be negatively impacted if it is unable to effectively manage its expanded operations, which could have a material adverse effect on EQM's ability to make quarterly cash distributions to its unitholders, including us and EQGP.

If EQM is unable to obtain needed capital or financing on satisfactory terms to fund expansions of its asset base, its ability to make quarterly cash distributions may be diminished or its financial leverage could increase. EQM does not have any commitment with any of its affiliates to provide any direct or indirect financial assistance to EQM.

In order to expand EQM's asset base and complete announced expansion projects, including the MVP, MVP Southgate and Hammerhead projects, EQM will need to make significant expansion capital expenditures. If EQM does not make sufficient or effective expansion capital expenditures, it will be

unable to expand its business operations and may be unable to maintain or raise the level of its quarterly cash distributions.

In order to fund its expansion capital expenditures, EQM will be required to use cash from its operations, incur borrowings or sell additional common units or other limited partner interests. Using cash from operations will reduce distributable cash flow to EQM's common unitholders, including us and EQGP. EQM's ability to obtain bank financing or to access the capital markets for future equity or debt offerings may be limited by its financial condition at the time of any such financing or offering, the covenants in EQM's debt agreements, general economic conditions and contingencies and uncertainties that are beyond EQM's control. Even if EQM is successful in obtaining funds for expansion capital expenditures through equity or debt financings, the terms thereof could limit its ability to pay distributions to its common unitholders, including us and EQGP. In addition, incurring additional debt may significantly increase EQM's interest expense and financial leverage, and issuing additional limited partner interests may result in significant common unitholder dilution and increase the aggregate amount of cash required to maintain the then-current distribution rates, which could materially decrease EQM's and EQGP's ability to pay distributions at the then-current distribution rates, and our ability to pay dividends. If funding is not available to EQM when needed, or is available only on unfavorable terms, EQM may be unable to execute its business plans, complete acquisitions or otherwise take advantage of business opportunities or respond to competitive pressures, any of which could have a material adverse effect on EQM's business, financial condition, results of operations, liquidity and ability to make quarterly cash distributions to its unitholders, including us and EQGP. EQM does not have any commitment with the EQM General Partner, the EQGP General Partner or other affiliates, including EQT and us, to provide any direct or indirect financial assistance to EQM.

EQM's business operations are subject to all of the inherent hazards and risks normally incidental to the gathering, transmission and storage of natural gas. These operating risks include, but are not limited to:

These risks could result in loss of human life, personal injuries, significant damage to property, environmental pollution, impairment of EQM's operations, regulatory investigations and penalties and substantial losses to EQM. The location of certain segments of EQM's systems in or near populated areas, including residential areas, commercial business centers and industrial sites, could increase the damages resulting from these risks. In spite of any precautions taken, an event such as those described above could cause considerable harm to people, property or the environment and could have a material adverse effect on EQM's business, financial condition, results of operations, liquidity and ability to

make quarterly cash distributions to its unitholders, including us and EQGP. Accidents or other operating risks could further result in loss of service available to EQM's customers. Such circumstances, including those arising from maintenance and repair activities, could result in service interruptions on segments of EQM's systems. Potential customer impacts arising from service interruptions on segments of EQM's systems could include limitations on its ability to satisfy customer requirements, obligations to provide reservation charge credits to customers in times of constrained capacity, and solicitation of EQM's existing customers by others for potential new projects that would compete directly with EQM's existing services. Such circumstances could adversely impact EQM's ability to meet contractual obligations and retain customers, with a resulting negative impact on EQM's business, financial condition, results of operations, liquidity and ability to make quarterly cash distributions to its unitholders, including us and EQGP.

Negative public perception regarding EQM, the MVP and/or the midstream industry could have an adverse effect on EQM's operations.

Negative public perception regarding EQM, the MVP and/or the midstream industry resulting from, among other things, oil spills, the explosion of natural gas transmission and gathering lines and concerns raised by advocacy groups about hydraulic fracturing and pipeline projects, has led to, and may in the future lead to, increased regulatory scrutiny, which may, in turn, lead to new local, state and federal safety and environmental laws, regulations, guidelines and enforcement interpretations. These actions have caused, and may continue to cause, operational delays or restrictions, increased operating costs, penalties under construction contracts, additional regulatory burdens and increased risk of litigation. As discussed under—"The regulatory approval process for the construction of new midstream assets is challenging, and recent decisions by regulatory and judicial authorities in pending proceedings could impact EQM's or the MVP Joint Venture's ability to obtain all approvals and authorizations necessary to complete certain projects on the projected time frame or at all or its ability to achieve the expected investment return on the project," there are several pending challenges to certain aspects of the MVP project that must be resolved before the MVP project can be completed. Moreover, governmental authorities exercise considerable discretion in the timing and scope of permit issuance and the public may engage in the permitting process, including through intervention in the courts. Negative public perception could cause the permits EQM and the MVP Joint Venture need to conduct their operations to be withheld, delayed or burdened by requirements that restrict their ability to profitably conduct business.

EQM does not insure against all potential losses and could be seriously harmed by unexpected liabilities.

EQM is not fully insured against all risks inherent in its business, including environmental accidents that might occur. In addition, EQM does not maintain business interruption insurance of the types and in amounts necessary to cover all possible risks of loss. The occurrence of any operating risks not fully covered by insurance could have a material adverse effect on EQM's business, financial condition, results of operations, liquidity and ability to make quarterly cash distributions to its unitholders, including us and EQGP.

EQT currently maintains excess liability insurance that covers EQT's and its affiliates', including, prior to the Distribution, EQGP's and EQM's, legal and contractual liabilities arising out of bodily injury, personal injury or property damage, including resulting loss of use, to third parties. This excess liability insurance includes coverage for sudden and accidental pollution liability but excludes: release of pollutants subsequent to their disposal; release of substances arising from the combustion of fuels that result in acidic deposition; and testing, monitoring, clean-up, containment, treatment or removal of pollutants from property owned, occupied by, rented to, used by or in the care, custody or control of EQT and its affiliates, including EQGP and EQM. EQT also maintains coverage for itself and its affiliates, including, prior to the Distribution, EQGP and EQM, for physical damage to assets and resulting business interruption, including damage caused by terrorist acts.

We intend to maintain liability insurance that will cover our liabilities and those of our affiliates, including EQGP and EQM, similar to those described above.

All of EQT's insurance is, and our insurance will be, subject to deductibles or self-insured retentions. If a significant accident or event occurs for which EQM is not fully insured, it could adversely affect EQM's operations and financial condition. We may not be able to maintain or obtain insurance for ourselves and our affiliates, including EQM, of the types and in the amounts we desire at reasonable rates, and we may elect to self-insure a portion of EQM's asset portfolio. The insurance coverage we do obtain may contain large deductibles or fail to cover certain hazards or cover all potential losses. In addition, for pre-Distribution losses, we will share insurance coverage with EQT, and we will remain responsible for payment of any deductible or self-insured amounts under those insurance policies. To the extent EQM experiences a pre-Distribution loss that would be covered under EQT's insurance policies, our ability to collect under those policies may be reduced to the extent EQT erodes the limits under those policies.

EQM is subject to stringent environmental laws and regulations that may expose it to significant costs and liabilities.

EQM's operations are regulated extensively at the federal, state and local levels. Laws, regulations and other legal requirements have increased the cost to plan, design, install, operate and abandon gathering, transmission and water systems and pipelines. Environmental, health and safety legal requirements govern discharges of substances into the air, water and ground; the management and disposal of hazardous substances and wastes; the clean-up of contaminated sites; groundwater quality and availability; plant and wildlife protection; locations available for pipeline construction; environmental impact studies and assessments prior to permitting; restoration of properties after construction or operations are completed; pipeline safety (including replacement requirements); and work practices related to employee health and safety. Compliance with the laws, regulations and other legal requirements applicable to EQM's business, including delays in obtaining permits or other government approvals, may increase EQM's cost of doing business, result in delays or restrictions in the performance of operations due to the need to obtain additional or more detailed permits or other governmental approvals or even cause EQM not to pursue a project. For example, the U.S. Fish and Wildlife Service continues to receive hundreds of petitions to consider listing of additional species as endangered or threatened and is being regularly sued or threatened with lawsuits to address these petitions. Some of these legal actions may result in the listing of species located in areas in which EQM operates. Such designations of previously unprotected species as being endangered or threatened, or the designation of previously unprotected areas as a critical habitat for such species, can result in increased costs, construction delays, restrictions in EQM's operations or abandonment of projects. Listing of aquatic species could potentially affect water supplies or delay related infrastructure development. In addition, compliance with laws, regulations or other legal requirements could subject EQM to claims for personal injuries, property damage and other damages. EQM's failure to comply with the laws, regulations and other legal requirements applicable to its business, even if as a result of factors beyond its control, could result in the suspension or termination of its operations and subject EQM to administrative, civil and criminal penalties and damages.

Laws, regulations and other legal requirements are constantly changing, and implementation of compliant processes in response to such changes could be costly and time consuming. For example, in October 2015, the U.S. Environmental Protection Agency (EPA) revised the National Ambient Air Quality Standards (NAAQS) for ozone from 75 parts per billion for the current 8 hour primary and secondary ozone standards to 70 parts per billion for both standards. The EPA may designate the areas in which EQM operates as nonattainment areas. States that contain any areas designated as nonattainment areas will be required to develop implementation plans demonstrating how the areas will attain the applicable standard within a prescribed period of time. These plans may require the

installation of additional equipment to control emissions. In addition, in May 2016, the EPA finalized rules that impose volatile organic compound emissions limits (and collaterally reduce methane emissions) on certain types of compressors and pneumatic pumps, as well as requiring the development and implementation of leak monitoring plans for compressor stations. The EPA announced its intention to reconsider certain of the rules in April 2017 and has sought to stay their requirements; however, the rules remain in effect. Compliance with these or other new regulations could, among other things, require installation of new emission controls on some of EQM's equipment, result in longer permitting timelines, and significantly increase EQM's capital expenditures and operating costs, which could adversely impact EQM's business. In addition to periodic changes to air, water and waste laws, as well as recent EPA initiatives to impose climate change-based air regulations on industry, the U.S. Congress and various states have been evaluating climate-related legislation and other regulatory initiatives that would further restrict emissions of greenhouse gas (GHG), including methane (a primary component of natural gas) and carbon dioxide (a byproduct of burning natural gas). Several states are also pursuing similar measures to regulate emissions of GHGs from new and existing sources. If implemented, such GHG restrictions may result in additional compliance obligations with respect to, or taxes on the release, capture and use of GHGs that could have an adverse effect on EQM's operations.

There is a risk that EQM may incur costs and liabilities in connection with its operations due to historical industry operations and waste disposal practices, its handling of wastes and potential emissions and discharges related to EQM's operations. Private parties, including the owners of the properties through which EQM's gathering system or its transmission and storage system pass and facilities where its wastes are taken for reclamation or disposal, may have the right to pursue legal actions to require remediation of contamination or enforce compliance with environmental requirements as well as to seek damages for personal injury or property damage. In addition, changes in environmental laws occur frequently, and any such changes that result in more stringent and costly waste handling, storage, transport, disposal or remediation requirements could have a material adverse effect on EQM's business, financial condition, results of operations, liquidity or ability to make quarterly cash distributions to its unitholders, including us and EQGP. EQM may not be able to recover all or any of these costs from insurance.

Climate change and related legislation, regulatory initiatives and litigation could result in increased operating costs and reduced demand for the natural gas services EQM provides.

Legislative and regulatory measures to address climate change and GHG emissions are in various phases of discussion or implementation. The EPA regulates GHG emissions from new and modified facilities that are potential major sources of criteria pollutants under the Clean Air Act's Prevention of Significant Deterioration and Title V programs and has adopted regulations that require, among other things, preconstruction and operating permits for certain large stationary sources and the monitoring and reporting of GHGs from certain onshore oil and natural gas production sources on an annual basis.

In addition, the U.S. Congress, along with federal and state agencies, have considered measures to reduce the emissions of GHGs. Legislation or regulation that restricts carbon emissions could increase EQM's cost of environmental compliance by requiring it to install new equipment to reduce emissions from larger facilities and/or, depending on any future legislation, purchase emission allowances. Climate change and GHG legislation or regulation could also delay or otherwise negatively affect efforts to obtain permits and other regulatory approvals for existing and new facilities, impose additional monitoring and reporting requirements or adversely affect demand for the natural gas EQM gathers, transports and stores. Conversely, legislation or regulation that sets a price on or otherwise restricts carbon emissions could also benefit EQM by increasing demand for natural gas because the combustion of natural gas results in substantially fewer carbon emissions per Btu of heat generated than other fossil fuels such as coal. The effect on EQM of any new legislative or regulatory measures will depend on the particular provisions that are ultimately adopted.

Significant portions of EQM's pipeline systems have been in service for several decades. There could be unknown events or conditions or increased maintenance or repair expenses and downtime associated with its pipelines that could have a material adverse effect on EQM's business, financial condition, results of operations, liquidity and ability to make distributions.

Significant portions of EQM's transmission and storage system and FERC-regulated gathering system have been in service for several decades. The age and condition of these systems could result in increased maintenance or repair expenditures, and any downtime associated with increased maintenance and repair activities could materially reduce EQM's revenue. Any significant increase in maintenance and repair expenditures or loss of revenue due to the age or condition of EQM's systems could adversely affect its business, financial condition, results of operations, liquidity and ability to make quarterly cash distributions to its unitholders, including us and EQGP.

EQM may incur significant costs and liabilities as a result of increasingly stringent pipeline safety regulation, including pipeline integrity management program testing and related repairs.

The DOT, acting through Pipeline and Hazardous Materials Safety Administration of the U.S. Department of Transportation (PHMSA), has adopted regulations requiring pipeline operators to develop integrity management programs for transmission pipelines located where a leak or rupture could harm "high consequence areas," including high population areas, unless the operator effectively demonstrates by risk assessment that the pipeline could not affect the area. The regulations require operators, including EQM, to:

Changes to pipeline safety laws and regulations that result in more stringent or costly safety standards could have a significant adverse effect on EQM and similarly situated midstream operators. For example, in April 2016, PHMSA published a notice of proposed rulemaking addressing several integrity management topics and proposing new requirements to address safety issues for natural gas transmission and gathering lines. The proposed rule would strengthen existing integrity management requirements, expand assessment and repair requirements to pipelines in areas with medium population densities and extend regulatory requirements to onshore gas gathering lines that are currently exempt. Further, in June 2016, President Obama signed the Protecting Our Infrastructure of Pipelines and Enhancing Safety Act of 2016 (2016 Pipeline Safety Act) that extends PHMSA's statutory mandate under prior legislation through 2019. In addition, the 2016 Pipeline Safety Act empowered PHMSA to address imminent hazards by imposing emergency restrictions, prohibitions and safety measures on owners and operators of gas or hazardous liquid pipeline facilities without prior notice or an opportunity for a hearing and also required PHMSA to develop new safety standards for natural gas storage facilities by June 2018. Pursuant to those provisions of the 2016 Pipeline Safety Act, in October 2016 and December 2016, PHMSA issued two Interim Final Rules that expanded the agency's authority to impose emergency restrictions, prohibitions and safety measures and strengthened the rules related to underground natural gas storage facilities, including well integrity, wellbore tubing and casing integrity. The December 2016 Interim Final Rule, relating to underground gas storage facilities, went into effect in January 2017, with a compliance deadline in January 2018. PHMSA determined, however, that it will not issue enforcement citations to any operators for violations of provisions of the December 2016 Interim Final Rule that had previously been non-mandatory provisions of American

Petroleum Institute Recommended Practices 1170 and 1171 until one year after PHMSA issues a final rule. In October 2017, PHMSA formally reopened the comment period on the December 2016 Interim Final Rule in response to a petition for reconsideration, with comments due in November 2017. Additionally, in January 2017, PHMSA announced a new final rule regarding hazardous liquid pipelines, which increases the quality and frequency of tests that assess the condition of pipelines, requires operators to annually evaluate the existing protective measures in place for pipeline segments in high consequence areas (HCAs), extends certain leak detection requirements for hazardous liquid pipelines not located in HCAs, and expands the list of conditions that require immediate repair. However, it is unclear when or if this rule will go into effect because, on January 20, 2017, the Trump Administration requested that all regulations that had been sent to the Office of the Federal Register, but were not yet published, be immediately withdrawn for further review. Accordingly, this rule has not become effective through publication in the Federal Register. We are monitoring and evaluating the effect of these and other emerging requirements on EQM's operations.

States are generally preempted by federal law in the area of pipeline safety, but state agencies may qualify to assume responsibility for enforcing federal regulations over intrastate pipelines. They may also promulgate additive pipeline safety regulations provided that the state standards are at least as stringent as the federal standards. Although many of EQM's natural gas facilities fall within a class that is not subject to integrity management requirements, EQM may incur significant costs and liabilities associated with repair, remediation, preventive or mitigation measures associated with its non-exempt transmission pipelines. The costs, if any, for repair, remediation, preventive or mitigating actions that may be determined to be necessary as a result of the testing program, as well as lost cash flows resulting from shutting down EQM's pipelines during the pendency of such actions, could be material.

Should EQM fail to comply with DOT regulations adopted under authority granted to PHMSA, it could be subject to penalties and fines. PHMSA has the authority to impose civil penalties for pipeline safety violations up to a maximum of approximately $200,000 per day for each violation and approximately $2 million for a related series of violations. This maximum penalty authority established by statute will continue to be adjusted periodically to account for inflation. In addition, EQM may be required to comply with new safety regulations and make additional maintenance capital expenditures in the future for similar regulatory compliance initiatives that are not reflected in its forecasted maintenance capital expenditures.

The adoption of legislation relating to hydraulic fracturing and the enactment of new or increased severance taxes and impact fees on natural gas production could cause EQM's current and potential customers to reduce the number of wells they drill in the Marcellus, Utica and Upper Devonian Shales or curtail production of existing wells. If reductions are significant for those or other reasons, the reductions would have a material adverse effect on EQM's business, financial condition, results of operations, liquidity and ability to make quarterly cash distributions to its unitholders, including us and EQGP.

EQM's assets are primarily located in the Marcellus Shale fairway in southwestern Pennsylvania and northern West Virginia and the Utica Shale fairway in eastern Ohio, and a majority of the production that EQM receives from customers is produced from wells completed using hydraulic fracturing. Hydraulic fracturing is an important and commonly used process in the completion of oil and gas wells, particularly in unconventional resource plays like the Marcellus, Utica and Upper Devonian Shales. Hydraulic fracturing is typically regulated by state oil and gas commissions and similar agencies, but several federal agencies have asserted regulatory authority over aspects of the process, including the EPA, which finalized effluent limit guidelines allowing zero discharge of waste water from shale gas extraction operations to a publicly owned treatment plant in 2016 in addition to existing limits on direct discharges. Additionally, in response to increased public concern regarding the alleged potential impacts of hydraulic fracturing, the EPA has asserted federal regulatory authority pursuant to the federal Safe Drinking Water Act (SDWA) over certain hydraulic fracturing activities

involving the use of diesel fuels and published permitting guidance in February 2014 addressing the performance of such activities using diesel fuels. The federal Bureau of Land Management (BLM), has also asserted regulatory authority over aspects of the process, and issued a final rule in March 2015 that established more stringent standards for performing hydraulic fracturing on federal and Indian lands. The BLM rule was struck down by a federal court in Wyoming in June 2016, but reinstated on appeal by the Tenth Circuit in September 2017. While this appeal was pending, BLM proposed a rulemaking in July 2017 to rescind these rules in their entirety. Although BLM published a final rule rescinding the 2015 rules in December 2017, other federal or state agencies may look to the BLM rule in developing new regulations that could apply to EQM's operations.

The U.S. Congress has from time to time considered the adoption of legislation to provide for federal regulation of hydraulic fracturing, while a growing number of states, including those in which EQM operates, have adopted, and other states are considering adopting, regulations that could impose more stringent disclosure and/or well construction requirements on hydraulic fracturing operations. Some states, such as Pennsylvania, have imposed fees on the drilling of new unconventional oil and gas wells. States could elect to prohibit hydraulic fracturing altogether, as was announced in December 2014 with regard to hydraulic fracturing activities in New York. Also, local governments may seek to adopt ordinances within their jurisdictions regulating the time, place and manner of drilling activities in general or hydraulic fracturing activities in particular. In fact, legislation or regulation banning hydraulic fracturing has been adopted in a number of local jurisdictions, including ones in which EQM has limited operations. Further, several federal governmental agencies are conducting reviews and studies on the environmental aspects of hydraulic fracturing, including the EPA. For example, in December 2016, the EPA issued its final report on a study it had conducted over several years regarding the effects of hydraulic fracturing on drinking water sources. The final report, contrary to several previously published draft reports issued by the EPA, found instances in which impacts to drinking water may occur. However, the report also noted significant data gaps that prevented the EPA from determining the extent or severity of these impacts. The results of such reviews or studies could spur initiatives to further regulate hydraulic fracturing.

State and federal regulatory agencies recently have focused on a possible connection between the hydraulic fracturing related activities and the increased occurrence of seismic activity. When caused by human activity, such events are called induced seismicity. In a few instances, operators of injection disposal wells in the vicinity of seismic events have been ordered to reduce injection volumes or suspend operations. Some state regulatory agencies, including those in Colorado, Ohio, Oklahoma and Texas, have modified their regulations to account for induced seismicity. While Pennsylvania is not one of the states where such regulation has been enacted, regulatory agencies at all levels are continuing to study the possible linkage between oil and gas activity and induced seismicity. These developments could result in additional regulation and restrictions on the use of injection disposal wells and hydraulic fracturing. Such regulations and restrictions could cause delays and impose additional costs and restrictions on EQM's customers.

The adoption of new laws, regulations or ordinances at the federal, state or local levels imposing more stringent restrictions on hydraulic fracturing could make it more difficult for EQM's customers to complete natural gas wells, increase customers' costs of compliance and doing business, and otherwise adversely affect the hydraulic fracturing services they perform, which could negatively impact demand for EQM's gathering, transmission and storage, or water services.

Furthermore, the tax laws, rules and regulations that affect EQM's customers are subject to change. For example, Pennsylvania's governor and legislature have continued to discuss the imposition of a state severance tax on the extraction of natural resources, including natural gas produced from the Marcellus, Utica and Upper Devonian Shale formations, either in replacement of or in addition to the existing state impact fee. A consensus on the characteristics, such as the effective tax rate, or enactment of a state severance tax has yet to be reached. Any such increase or change could adversely impact the

earnings, cash flows and financial position of EQM's customers and cause them to reduce their drilling in the areas in which EQM operates.

Although EQM intends to execute long-term firm contracts with new customers in the future, its efforts to obtain such contractual terms may not be successful. In addition, EQM may acquire or develop additional midstream assets in the future that do not provide services primarily based on capacity reservation charges or other fixed fee arrangements and therefore have a greater exposure to fluctuations in commodity price risk than its current operations. Future exposure to the volatility of natural gas prices, including regional basis differentials, as a result of EQM's future contracts could have a material adverse effect on its business, financial condition, results of operations, liquidity and ability to make quarterly cash distributions to its unitholders, including us and EQGP.

EQM does not own all of the land on which its pipelines and facilities are located, which could disrupt its operations.

EQM does not own all of the land on which its pipelines and facilities have been constructed, and it is therefore subject to the possibility of more onerous terms and/or increased costs to retain necessary land use if it does not have valid rights-of-way, if such rights-of-way lapse or terminate or if its facilities are not properly located within the boundaries of such rights-of-way. Although many of these rights are perpetual in nature, EQM occasionally obtains the rights to construct and operate its pipelines on land owned by third parties and governmental agencies for a specific period of time. If EQM were to be unsuccessful in renegotiating rights-of-way, it might have to institute condemnation proceedings on its FERC-regulated assets or relocate its facilities for non-regulated assets. A loss of rights-of-way or a relocation could have a material adverse effect on EQM's business, financial condition, results of operations, liquidity and ability to make quarterly cash distributions to its unitholders, including us and EQGP.

Any significant and prolonged change in or stabilization of natural gas prices could have a negative impact on EQM's natural gas storage business.

Historically, natural gas prices have been seasonal and volatile, which has enhanced demand for EQM's storage services. The natural gas storage business has benefited from significant price fluctuations resulting from seasonal price sensitivity, which impacts the level of demand for EQM's services and the rates it is able to charge for such services. On a system-wide basis, natural gas is typically injected into storage between April and October when natural gas prices are generally lower and withdrawn during the winter months of November through March when natural gas prices are typically higher. However, the market for natural gas may not continue to experience volatility and seasonal price sensitivity in the future at the levels previously seen. If volatility and seasonality in the natural gas industry decrease, because of increased production capacity or otherwise, the demand for EQM's storage services and the prices that EQM will be able to charge for those services may decline.

In addition to volatility and seasonality, an extended period of high natural gas prices would increase the cost of acquiring base gas and likely place upward pressure on the costs of associated storage expansion activities. An extended period of low natural gas prices could adversely impact storage values for some period of time until market conditions adjust. These commodity price impacts could have a negative impact on EQM's business, financial condition, results of operations, liquidity and ability to make quarterly cash distributions to its unitholders, including us and EQGP.

EQM has entered into joint ventures, and may in the future enter into additional or modify existing joint ventures, that might restrict its operational and corporate flexibility. In addition, these joint ventures are subject to many of the same operational risks to which EQM is subject.

EQM has entered into joint ventures to construct the MVP and MVP Southgate projects and may in the future enter into additional joint venture arrangements with third parties. Joint venture arrangements may restrict EQM's operational and corporate flexibility. For example, because EQM does not control all of the decisions of the MVP Joint Venture, it may be difficult or impossible for EQM to cause the joint venture to take actions that EQM believes would be in EQM's or the joint venture's best interests. Moreover, joint venture arrangements involve various risks and uncertainties, such as committing EQM to fund operating and/or capital expenditures, the timing and amount of which EQM may not control, and EQM's joint venture partners may not satisfy their financial obligations to the joint venture.

In addition, the operations of the MVP Joint Venture and any joint ventures we or EQM may enter into in the future are subject to many of the same operational risks to which we and EQM are subject to.

EQM's significant indebtedness, and any future indebtedness, as well as the restrictions under EQM's debt agreements, could adversely affect its operating flexibility, business, financial condition, results of operations, liquidity and ability to make quarterly cash distributions to its unitholders, including us and EQGP.

EQM's debt agreements contain various covenants and restrictive provisions that limit EQM's ability to, among other things:

See the section entitled "—Our Dividend Policy" below for a description of the restrictions EQM's credit agreement places on its ability to make distributions or redeem or repurchase units.

In July 2017, EQM amended and restated its credit facility to increase the borrowing capacity under the facility from $750 million to $1 billion and extend the maturity date to July 2022. EQM's $1 billion credit facility contains a covenant requiring EQM to maintain a consolidated leverage ratio of not more than 5.00 to 1.00 (or not more than 5.50 to 1.00 for certain measurement periods following the consummation of certain acquisitions). EQM's ability to meet these covenants can be affected by events beyond its control and EQM cannot assure its unitholders that it will meet these covenants. In addition, EQM's $1 billion credit facility contains events of default customary for such facilities, including the occurrence of a change of control (which will occur, among other things, if, following the Separation and Distribution, the Company fails to control the EQM General Partner, EQM fails to own 100% of Equitrans, L.P., or the EQM General Partner fails to be EQM's general partner). Furthermore, in June 2018, EQM issued senior unsecured notes in an aggregate principal amount of $2.5 billion across three new series, consisting of $1.1 billion in aggregate principal amount of its 4.750% senior notes due 2023, $850 million in aggregate principal amount of its 5.500% senior notes due 2028, and $550 million in aggregate principal amount of its 6.500% senior notes due 2048.

The provisions of EQM's debt agreements may affect EQM's ability to obtain future financing and pursue attractive business opportunities and its flexibility in planning for, and reacting to, changes in

business conditions. In addition, a failure to comply with the provisions of EQM's debt agreements could result in an event of default, which could enable EQM's lenders to, subject to the terms and conditions of the applicable agreement, declare any outstanding principal of that debt, together with accrued and unpaid interest, to be immediately due and payable. If the payment of EQM's debt is accelerated, EQM's assets may be insufficient to repay such debt in full, and its unitholders and our shareholders could experience a partial or total loss of their investments. The $1 billion credit facility also has cross default provisions that apply to any other indebtedness EQM may have with an aggregate principal amount in excess of $25 million.

EQM will in the future incur additional debt. EQM's level of debt could have important consequences to EQM, including the following:

EQM's ability to service its debt will depend upon, among other things, its future financial and operating performance, which will be affected by prevailing economic conditions and financial, business, regulatory and other factors, some of which are beyond its control. If EQM's operating results are not sufficient to service its current or future indebtedness, EQM will be forced to take actions such as reducing distributions, reducing or delaying its business activities, acquisitions, investments or capital expenditures, selling assets or seeking additional equity capital. EQM may not be able to effect any of these actions on satisfactory terms or at all.

EQM's substantial indebtedness and the additional debt EQM will incur in the future for, among other things, working capital, capital expenditures, capital contributions to the MVP Joint Venture, acquisitions or operating activities may adversely affect EQM's liquidity and therefore its ability to make cash distributions to its unitholders, including EQGP and us.

In addition, EQM's significant indebtedness may be viewed negatively by credit rating agencies, which could result in increased costs for EQM or us to access the capital markets. Any future downgrade of the debt issued by EQM or its subsidiaries could significantly increase its capital costs or adversely affect EQM's or our ability to raise capital in the future.

A downgrade of EQM's credit ratings, which are determined by independent third parties, could impact EQM's liquidity, access to capital, and costs of doing business.

If any credit rating agency downgrades EQM's credit ratings, EQM's access to credit markets may be limited, EQM's borrowing costs could increase, and EQM may be required to provide additional credit assurances in support of commercial agreements, such as joint venture agreements and construction contracts, the amount of which may be substantial. EQM's credit ratings by Moody's Investors Service (Moody's), Standard & Poor's Ratings Service (S&P) and Fitch Ratings Service (Fitch) were Ba1, BBB– and BBB–, respectively, as of October 16, 2018. In order to be considered investment grade, EQM must be rated Baa3 or higher by Moody's, BBB– or higher by S&P and BBB– or higher by Fitch. EQM's non-investment grade credit rating by Moody's and any future downgrade of EQM's S&P and/or Fitch credit ratings to non-investment grade may result in greater

borrowing costs and collateral requirements than would be available to EQM if all its credit ratings were investment grade. EQM's ability to access capital markets could also be limited by economic, market or other disruptions. An increase in the level of EQM's indebtedness in the future may result in a downgrade in the ratings that are assigned to its debt.

Credit rating agencies perform an independent analysis when assigning credit ratings. This analysis includes a number of criteria such as business composition, market and operational risks, as well as various financial tests. Credit rating agencies continue to review the criteria for industry sectors and various debt ratings and may make changes to those criteria from time to time. Credit ratings are subject to revision or withdrawal at any time by the ratings agencies.

Increases in interest rates could adversely impact demand for EQM's storage capacity, its unit price, its ability to issue equity or incur debt for acquisitions or other purposes and its ability to make cash distributions at its intended levels.

There is a financing cost for EQM's customers to store natural gas in its storage facilities. That financing cost is impacted by the cost of capital or interest rates incurred by the customer in addition to the commodity cost of the natural gas in inventory. Absent other factors, a higher financing cost adversely impacts the economics of storing natural gas for future sale. As a result, a significant increase in interest rates could adversely affect the demand for EQM's storage capacity independent of other market factors.

In addition, interest rates on EQM's revolving credit facilities, future credit facilities and debt securities could be higher than current levels, causing EQM's financing costs to increase. As with other yield-oriented securities, EQM's unit price is impacted by the level of its cash distributions and implied distribution yield. The distribution yield is often used by investors to compare and rank yield-oriented securities for investment decision-making purposes. Therefore, changes in interest rates, either positive or negative, may affect the yield requirements of investors who invest in EQM's units, and a rising interest rate environment could have an adverse impact on EQM's unit price, its ability to issue equity or incur debt for acquisitions or other purposes and its ability to make cash distributions at its intended levels.

The amount of cash EQM has available for distribution to unitholders depends primarily on its cash flow rather than on its profitability, which may prevent EQM from making distributions, even during periods in which EQM records net income.

The amount of cash EQM has available for distribution depends primarily upon its cash flow and not solely on profitability, which will be affected by non-cash items. As a result, EQM may make cash distributions during periods when it records losses for financial accounting purposes and may not make cash distributions during periods when it records net earnings for financial accounting purposes.

The lack of diversification of EQM's assets and geographic locations could adversely affect its ability to make distributions to its unitholders, including us and EQGP.

EQM relies exclusively on revenues generated from its gathering, transmission and storage and water systems, which are primarily located in the Appalachian Basin in Pennsylvania, West Virginia and Ohio. Due to EQM's lack of diversification in assets and geographic location, an adverse development in these businesses or EQM's areas of operations, including adverse developments due to catastrophic events, weather, regulatory action and decreases in demand for natural gas, could have a significant impact on EQM's results of operations and distributable cash flow to its unitholders, including us and EQGP, than if EQM maintained more diverse assets and locations.

Terrorist or cyber security attacks or threats thereof aimed at EQM's pipelines or facilities or surrounding areas could adversely affect its business.

EQM's business has become increasingly dependent upon digital technologies, including information systems, infrastructure and cloud applications, to operate its assets, and the maintenance of EQM's financial and other records has long been dependent upon such technologies. The U.S. government has issued public warnings that indicate that energy assets might be specific targets of cyber security threats. Deliberate attacks on, or unintentional events affecting, EQM's systems or infrastructure, the systems or infrastructure of third parties or the cloud could lead to corruption or loss of EQM's proprietary data and potentially sensitive data, delays in delivery of natural gas and NGLs, difficulty in completing and settling transactions, challenges in maintaining EQM's books and records, environmental damage, communication interruptions, personal injury, property damage, other operational disruptions and third party liability. Further, as cyber incidents continue to evolve, EQM may be required to expend additional resources to continue to modify or enhance its protective measures or to investigate and remediate any vulnerability to cyber incidents.

This information statement and other materials EQT and the Company have filed or will file with the SEC contain, or will contain, certain forward-looking statements regarding business strategies, market potential, future financial performance and other matters. Statements that do not relate strictly to historical or current facts are forward-looking and usually identified by the use of words such as "anticipate," "estimate," "could," "would," "will," "may," "forecast," "approximate," "expect," "project," "intend," "plan," "believe" and other words of similar meaning in connection with any discussion of future operating or financial matters. Without limiting the generality of the foregoing, forward-looking statements contained in this information statement and other materials EQT and the Company have filed or will file with the SEC include our expectations of plans, strategies, objectives and growth and anticipated financial and operational performance of us and our subsidiaries, including EQM and guidance regarding EQM's gathering, transmission and storage and water revenue and volume growth; revenue projections; the weighted average contract life of gathering, transmission and storage contracts; infrastructure programs (including the timing, cost, capacity and sources of funding with respect to gathering, transmission and storage and water expansion projects); the cost, capacity, timing of regulatory approvals and anticipated in-service date of expansion projects in EQM's operating areas and in areas that would provide access to new markets; asset acquisitions, including our ability to complete asset acquisitions; the impact and outcome of pending and future litigation; the timing of, and estimated expenses related to, the Separation and Distribution and EQT's and the Company's ability to complete the Separation and Distribution; the amount and timing of dividends and distributions, including expected increases; the amount and timing of projected capital contributions and operating and capital expenditures; the impact of commodity prices on our business; liquidity and financing requirements, including sources and availability and EQM's plan to increase its borrowing capacity to up to $3 billion; the effects of government regulation and litigation; and tax position. The matters discussed in these forward-looking statements are subject to risks, uncertainties and other factors that could cause actual results to differ materially from those projected, anticipated or implied in the forward-looking statements. In particular, information included under "Risk Factors," "Management's Discussion and Analysis of Financial Condition and Results of Operations," "Business," "The Separation and Distribution" and other sections of this information statement contain forward-looking statements. Investors should not place undue reliance on forward-looking statements as a prediction of actual results. We have based these forward-looking statements on current expectations and assumptions about future events. While we consider these expectations and assumptions to be reasonable, they are inherently subject to significant business, economic, competitive, and regulatory and other risks and uncertainties, many of which are difficult to predict and beyond our control. The risks and uncertainties that may affect the operations, performance and results of our business and forward-looking statements include, but are not limited to, those set forth under "Risk Factors" beginning on page 30 of this information statement and "Management's Discussion and Analysis of Financial Condition and Results of Operations" beginning on page 92 of this information statement. Many of the factors that will determine actual results are beyond our ability to control or predict. Specific factors which could cause actual results to differ from those in the forward-looking statements include, but are not limited to, the following:

The foregoing list of factors should not be construed to be exhaustive. Many factors mentioned in this information statement, including the risks outlined under the caption "Risk Factors" beginning on page 30 of this information statement and "Management's Discussion and Analysis of Financial Condition and Results of Operations" beginning on page 92 of this information statement, will be important in determining future results, and actual future results may vary materially. There is no assurance that the actions, events or results of the forward-looking statements will occur or, if any of them do, when they will occur or what effect they will have on our results of operations, financial condition, cash flows or distributions. Further, any forward-looking statement speaks only as of the date on which it is made, and, except as required by law, we undertake no obligation to update or revise any forward-looking statement to reflect events or circumstances after the date on which it is made or to reflect new information or the occurrence of anticipated or unanticipated events or circumstances.

We intend to pay to our shareholders, on a quarterly basis, dividends funded by the cash we receive from (i) EQM and (ii) EQGP, which amounts are dependent on the amount of distributions declared by EQM and EQGP, less our reserves for expenses, future dividends and other uses of cash, including:

The determination of the amount of cash dividends, including the quarterly dividend referred to above, if any, to be declared and paid will depend upon our financial condition, results of operations, cash flow, the level of our capital expenditures, future business prospects and any other matters that our Board deems relevant.

The following table summarizes cash distributions declared by the Boards of Directors of the EQGP General Partner, the EQM General Partner and the RMP General Partner to their respective unitholders for the periods presented.

Quarter Ended	EQGP Distribution per Common Unit		EQM Distribution per Common Unit		RMP Distribution per Common and Subordinated Unit(a)(b)(c)

2015
March 31		N/A	$	0.61		N/A
June 30	$	0.04739		0.64		N/A
September 30		0.104		0.675		N/A
December 31		0.122		0.71		N/A
2016
March 31	$	0.134	$	0.745		N/A
June 30		0.15		0.78		N/A
September 30		0.165		0.815		N/A
December 31		0.177		0.85		N/A
2017
March 31	$	0.191	$	0.89		N/A
June 30		0.21		0.935		N/A
September 30		0.228		0.98		N/A
December 31		0.244		1.025	$	0.2917
2018
March 31	$	0.258	$	1.065	$	0.3049
June 30		0.306		1.09		N/A

See the discussion of EQGP's and EQM's distribution policies in the following sections. However, the historical distributions and distribution growth of EQGP and EQM may not be indicative of future distributions. Future distributions may differ from historical distributions due to, among other things, changes in the level of cash generated by EQM's operations and changes in EQM's capital needs, as well as the EQM-RMP Mergers and Drop-Down Transaction. EQGP and EQM have historically had sufficient cash on hand to pay distributions without borrowings.

The terms of our indebtedness may restrict us from paying dividends, or may restrict our subsidiaries from paying dividends to us. In particular, EQM's credit agreement prohibits the payment of dividends or the repurchase of units if EQM is in payment default thereunder or EQM's consolidated leverage ratio (as defined in the EQM credit agreement) exceeded 5.00 to 1.00 as of the end of any fiscal quarter. As of the most recently ended fiscal quarter, EQM's consolidated leverage ratio, as defined in the EQM credit agreement, was below 5.00 to 1.00. Accordingly, EQM's credit agreement does not currently prohibit the payment of dividends or the repurchase of units. To the extent EQM cannot make distributions to us or EQGP and/or EQGP cannot make distributions to us, we will be unable to pay dividends on our common stock.

EQT's net cash flow provided by operating activities has historically been sufficient to pay its quarterly dividends. However, as EQT operates the Upstream Business, EQT has significant capital expenditure requirements to fund its drilling program. As a result, EQT's dividend policy may be significantly different from our dividend policy and is not indicative of future dividends that may be declared by us.

Our only cash-generating assets will be our partnership interests in EQGP and EQM, and EQGP's only cash-generating assets are its partnership interests in EQM. Therefore, our cash flow and resulting ability to pay dividends are completely dependent upon the ability of EQM to make cash distributions in respect of its partnership interests to its unitholders, including EQGP and us, and availability under, and the terms of, any revolving credit facility that we execute. The actual amount of cash that EQGP and EQM will have available for distribution will primarily depend on the amount of cash EQM generates from its operations. The actual amount of cash available for distribution by EQGP and EQM will fluctuate from quarter to quarter based on certain factors, including:

Following the Separation and Distribution, all of our cash flows will be generated from the cash distributions we receive with respect to our partnership interests in EQGP and EQM, which are expected to consist of the following:

EQGP's partnership agreement requires that, within 55 days after the end of each quarter, EQGP distributes all of its available cash to unitholders of record, including us, on the applicable record date.

Available cash is defined in EQGP's partnership agreement and generally means, for each fiscal quarter, all cash and cash equivalents on hand at the date of determination of available cash for the distribution in respect of such quarter (including expected distributions from EQM in respect of such quarter):

The EQGP General Partner, our wholly-owned subsidiary, owns a non-economic general partner interest in EQGP, which does not entitle it to receive cash distributions. However, the EQGP General

Partner may own common units or other equity interests in EQGP and is entitled to receive cash distributions on any such interests.

EQM's partnership agreement requires that, within 45 days after the end of each quarter, EQM distributes all of its available cash to unitholders of record, including us and EQGP, on the applicable record date.

Available cash generally means, for any quarter, all cash and cash equivalents on hand at the end of that quarter:

EQM's partnership agreement provides that distributions of available cash from operating surplus for any quarter will be made in the following manner:

The preceding assumes that the EQM General Partner does not transfer its incentive distribution rights. The right to receive incentive distributions is not part of the general partner interest of EQM and may be transferred separately from that interest, subject to certain restrictions. Furthermore, the EQM General Partner's percentage interest in EQM's distributions will decrease if EQM issues new limited partner interests and the EQM General Partner does not exercise its option to maintain its then-current interest in EQM.

The impact to us of changes in EQM's and EQGP's distribution levels will vary depending on several factors, including the number of EQM's and EQGP's outstanding partnership interests at the time of the distributions, our and EQGP's ownership percentage of such partnership interests, our and EQGP's relative holdings of EQM and EQGP common units and the then-current target distribution level on the EQM IDRs. In addition, the level of distributions we receive may be affected by the various risks associated with an investment in us and the underlying business of EQM. Please read "Risk Factors" beginning on page 30.

The following table sets forth the Company's capitalization as of June 30, 2018, on a historical basis and on a pro forma basis to give effect to the pro forma adjustments included in the Company's unaudited pro forma condensed combined financial statements, including the intended transfer of all cash held by the Company and its wholly-owned subsidiaries to EQT on or about the Distribution Date. This cash transfer would not include cash held by EQGP or EQM, which are not wholly-owned subsidiaries. The information below is not necessarily indicative of what the Company's capitalization would have been had the Separation, Distribution and related transactions been completed as of June 30, 2018. In addition, it is not indicative of the Company's future capitalization. The following table should be read in conjunction with the "Unaudited Pro Forma Condensed Combined Financial Statements," "Selected Historical Combined Consolidated Financial Data," and "Management's Discussion and Analysis of Financial Condition and Results of Operations" sections of this information statement and the Equitrans Midstream Corporation Predecessor unaudited condensed combined consolidated financial statements, the Equitrans Midstream Corporation Predecessor audited combined consolidated financial statements and notes thereto included in the "Index to Financial Statements" of this information statement.

	As of June 30, 2018

(in thousands)	Historical		Pro Forma
Cash and cash equivalents	$	1,847,431	$	441,768
Capitalization:
Debt:
Short-term debt	$	—	$	—
Long-term debt		3,713,975		3,453,975

Total debt	$	3,713,975	$	3,453,975
Equity:
Common stock (no par value per share); 1,250,000 shares authorized, 264,001 shares issued and outstanding, pro forma	$	—	$	—
Additional paid-in capital		—		791,390
Parent net investment		1,385,257		—
Noncontrolling interests		5,023,336		4,964,545

Total equity	$	6,408,593	$	5,755,935

Total capitalization	$	10,122,568	$	9,209,910

The unaudited pro forma condensed combined financial statements (the pro forma financial statements) of the Company as of and for the six months ended June 30, 2018 and for the year ended December 31, 2017 are derived from the historical combined consolidated financial statements of Equitrans Midstream Corporation Predecessor included in the "Index to Financial Statements" of this information statement.

The historical combined consolidated financial statements reflect the past financial results of Equitrans Midstream Corporation Predecessor, which includes the results of Rice Midstream Holdings from the Rice Merger date. These pro forma financial statements have been prepared to reflect the impacts of: (i) the acquisition of Rice Midstream Holdings by the Company for the period prior to the closing of the Rice Merger (the RMH Acquisition); (ii) other transactions including the EQM-RMP Mergers, the Drop-Down Transaction, the Gulfport Transaction and the associated financing activities as described in "Our Business" and "Certain Relationships and Related Person Transactions" (the Streamlining Transactions); and (iii) the Separation and Distribution of the Company into an independent, publicly traded company, as described under "The Separation and Distribution" (collectively, the Pro Forma Events). These pro forma financial statements also reflect the impact of the Company's intended transfer of all cash held by the Company and its wholly-owned subsidiaries to EQT on or about the Distribution Date. This cash transfer would not include cash held by EQGP and EQM, which are not wholly-owned subsidiaries.

The unaudited pro forma condensed combined statements of operations have been prepared as if the Pro Forma Events occurred on January 1, 2017 (the pro forma statements of operations). The unaudited pro forma condensed combined balance sheet has been prepared as if the Pro Forma Events occurred on June 30, 2018 (the pro forma balance sheet). The pro forma financial statements are for illustrative purposes only, and do not reflect what the Company's financial position and results of operations would have been had the Pro Forma Events occurred on the dates indicated and are not necessarily indicative of the results which will be obtained in the future.

The adjustments to the Company's historical combined consolidated financial statements are based on currently available information and certain estimates and assumptions. Actual effects of these transactions will differ from the pro forma adjustments. However, management believes that the assumptions provide a reasonable basis for presenting the significant effects of the transactions as contemplated and that the pro forma adjustments are factually supportable, give appropriate effect to the expected impact of the events that are directly attributable to the transactions and, with respect to the pro forma statements of operations only, reflect those items expected to have a continuing impact on the Company.

Historically, EQT has charged its operating subsidiaries for various corporate costs incurred in the operation of the business. These costs may not be representative of the future costs the Company will incur as an independent company. Effective with the Separation and Distribution, the Company will assume responsibility for all corporate functions and will incur incremental costs, including costs to replace services previously provided by EQT, as well as other standalone costs. In some cases, certain of these activities will continue to be performed by EQT under a transition service agreement for a limited period of time. The amount and timing of these incremental costs could vary and any estimate of these costs would not be factually supportable; therefore, neither these costs, nor a reduction of costs previously allocated from EQT, are included as adjustments within the pro forma financial statements.

As part of the transition to becoming a standalone public company, the Company will incur separation costs including:

The Company has not adjusted the accompanying pro forma condensed combined statements of operations for these estimated separation costs as the costs are not expected to have an ongoing effect on the Company's operating results.

As a result of the Separation and Distribution, the Company will become subject to the reporting requirements of the Exchange Act and the Sarbanes-Oxley Act. The Company will be required to establish procedures and practices as a standalone public company to comply with its obligations under those laws and the related rules and regulations. Any additional costs or expenses associated with

operating as a standalone company would be projected amounts based on estimates and are not factually supportable; as such, the pro forma financial statements have not been adjusted for any such estimated changes.

The pro forma financial statements should be read in conjunction with Equitrans Midstream Corporation Predecessor's historical combined consolidated financial statements, "Capitalization" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" included in this information statement. The pro forma financial statements constitute forward-looking information and are subject to certain risks and uncertainties that could cause actual results to differ materially from those anticipated. See "Cautionary Statement Concerning Forward-Looking Statements" included in this information statement.

				Pro Forma Adjustments											Combined

(in thousands)	Historical Predecessor			RMH Acquisition		Notes	Streamlining Transactions			Notes	Separation and Distribution			Notes	Total Pro Forma
Assets
Current assets:
Cash and cash equivalents	$	1,847,431		$	—		$	(260,000	)	(c)	$	(217,135	)	(j)	$	441,768
												(928,528	)	(k)
Accounts receivable, net		56,603			—			—				177,283		(l)		233,886
Accounts receivable—affiliate		177,283			—			—				(177,283	)	(l)		—
Other current assets		14,629			—			—				—				14,629

Total current assets		2,095,946			—			(260,000	)			(1,145,663	)			690,283
Property and equipment		5,877,876			—			—				—				5,877,876
Less: accumulated depreciation		(476,061	)		—			—				—				(476,061	)

Net property, plant and equipment		5,401,815			—			—				—				5,401,815
Investment in unconsolidated entity		1,003,299			—			—				—				1,003,299
Goodwill		1,384,872			—			—				149,716		(n)		1,534,588
Net intangible assets		596,887			—			—				—				596,887
Deferred income taxes		424,982			—			(15,586	)	(d)		141,740		(n)		551,136
Other assets		155,086			—			—				—				155,086

Total assets	$	11,062,887		$	—		$	(275,586	)		$	(854,207	)		$	9,933,094

See accompanying notes to the unaudited pro forma condensed combined financial statements.

			Pro Forma Adjustments											Combined

(in thousands)	Historical Predecessor		RMH Acquisition		Notes	Streamlining Transactions			Notes	Separation and Distribution			Notes	Total Pro Forma
Liabilities and equity
Current liabilities:
Accounts payable	$	115,463	$	—		$	—			$	88,664		(l)	$	204,127
Due to affiliate		305,799		—			—				(217,135	)	(j)		—
											(88,664	)	(l)
Capital contribution payable to the MVP Joint Venture		445,933		—			—				—				445,933
Accrued interest		13,287		—			—				—				13,287
Accrued liabilities		28,002		—			—				—				28,002

Total current liabilities		908,484		—			—				(217,135	)			691,349
Long-term liabilities:
Credit facility borrowings		260,000		—			(260,000	)	(c)		—				—
Senior notes		3,453,975		—			—				—				3,453,975
Regulatory and other long-term liabilities		31,835		—			—				—				31,835

Total liabilities		4,654,294		—			(260,000	)			(217,135	)			4,177,159
Equity:
Parent net investment		1,385,257		—			43,205		(d)		291,456		(n)		—
											(928,528	)	(k)
											(791,390	)	(o)
Common stock, no par value		—		—			—				—				—
Additional paid-in capital		—		—			—				791,390		(o)		791,390
Noncontrolling interest		5,023,336		—			(58,791	)	(d)		—				4,964,545

Total equity		6,408,593		—			(15,586	)			(637,072	)			5,755,935

Total liabilities and equity	$	11,062,887	$	—		$	(275,586	)		$	(854,207	)		$	9,933,094

See accompanying notes to the unaudited pro forma condensed combined financial statements.

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
SIX MONTHS ENDED JUNE 30, 2018

			Pro Forma Adjustments												Combined

(in thousands)	Historical Predecessor		RMH Acquisition			Notes	Streamlining Transactions			Notes	Separation and Distribution			Notes	Total Pro Forma		Notes
Operating revenues	$	745,723	$	—			$	—			$	—			$	745,723
Operating expenses:
Operating and maintenance		70,442		—				—				—				70,442
Selling, general and administrative		55,473		—				—				—				55,473
Transaction costs		31,314		(8,467	)	(b)		(22,847	)	(e)		—				—
Depreciation		83,513		—				—				—				83,513
Amortization of intangible assets		20,773		—				—				—				20,773

Total operating expenses		261,515		(8,467	)			(22,847	)			—				230,201

Operating income		484,208		8,467				22,847				—				515,522
Equity income		19,749		—				—				—				19,749
Other income		1,848		—				—				—				1,848
Net interest expense		31,986		—				49,725		(f)		—				81,711

Income (loss) before income taxes	$	473,819	$	8,467			$	(26,878	)		$	—			$	455,408
Income tax expense (benefit)		30,468		—				(6,424	)	(i)		29,013		(m)		53,057

Net income	$	443,351	$	8,467			$	(20,454	)		$	(29,013	)		$	402,351
Less: Net income (loss) attributable to noncontrolling interest		259,555		—				(35,325	)	(f)		—				261,018
								3,959		(e)
								32,829		(h)

Net income (loss) attributable to Equitrans Midstream Corporation	$	183,796	$	8,467			$	(21,917	)		$	(29,013	)		$	141,333



Net income per share—basic															$	0.53		(p	)
Net income per share—diluted															$	0.53		(p	)
Weighted average shares outstanding—basic												264,589		(p)		264,589
Weighted average shares units outstanding—diluted												264,589		(p)		264,589

See accompanying notes to the unaudited pro forma condensed combined financial statements.

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
YEAR ENDED DECEMBER 31, 2017

				Pro Forma Adjustments												Combined

(in thousands)	Historical Predecessor			RMH Acquisition			Notes	Streamlining Transactions			Notes	Separation and Distribution			Notes	Total Pro Forma			Notes
Operating revenues	$	895,558		$	369,146		(a)	$	—			$	—			$	1,264,704
Operating expenses:
Operating and maintenance		84,831			37,845		(a)		—				—				122,676
Selling, general and administrative		80,339			46,730		(a)		—				—				127,069
Transaction costs		85,124			(85,124	)	(b)		—				—				—
Depreciation		96,674			32,594		(a)		—				—				159,074
					29,806		(a)
Amortization of intangible assets		5,540			1,413		(a)		—				—				41,547
					34,594		(a)

Total operating expenses		352,508			97,858				—				—				450,366

Operating income		543,050			271,288				—				—				814,338
Equity income		22,171			—				—				—				22,171
Other income		4,439			91		(a)		—				—				4,530
Net interest expense		34,801			15,342		(a)		124,347		(g)		—				174,490

Income (loss) before income taxes	$	534,859		$	256,037			$	(124,347	)		$	—			$	666,549
Income tax expense (benefit)		212,402			—				(49,614	)	(i)		266,525		(m)		429,313

Net income (loss)	$	322,457		$	256,037			$	(74,733	)		$	(266,525	)		$	237,236
Less: Net income (loss) attributable to noncontrolling interest		349,613			—				(88,334	)	(g)		—				393,364
									132,085		(h)

Net (loss) income attributable to Equitrans Midstream Corporation	$	(27,156	)	$	256,037			$	(118,484	)		$	(266,525	)		$	(156,128	)



Net loss per share—basic																$	(0.59	)	(p)
Net loss per share—diluted																$	(0.59	)	(p)
Weighted average shares outstanding—basic													263,977		(p)		263,977
Weighted average shares units outstanding—diluted													263,977		(p)		263,977

See accompanying notes to the unaudited pro forma condensed combined financial statements.

The Company was formed on May 11, 2018 as a wholly-owned subsidiary of EQT to hold the assets, liabilities and results of operations of the Midstream Business. On February 21, 2018, EQT announced plans to separate its Midstream Business from its Upstream Business. The separation will be effected through a series of transactions that will ultimately culminate in the contribution of the Midstream Business to the Company and the distribution of 80.1% of the shares in the Company to existing EQT shareholders. Upon completion of the Distribution, EQT will own 19.9% of the shares of the Company's common stock. The Company will not have any material, separate assets or liabilities until the contribution of the Midstream Business at the Separation. Following the Separation and Distribution, the Company will indirectly hold investments in the entities conducting EQT's Midstream Business, including the limited and general partner interests in EQGP and the limited and general partner interests and IDRs in EQM.

The pro forma financial statements are based upon the historical combined consolidated financial statements of Equitrans Midstream Corporation Predecessor, which are included in the "Index to Financial Statements" of this information statement. The pro forma adjustments have been prepared to reflect the Pro Forma Events as if they occurred on (i) January 1, 2017 in the case of the pro forma statements of operations and (ii) June 30, 2018 in the case of the pro forma balance sheet.

The adjustments are based on currently available information and certain estimates and assumptions. The actual effects of these transactions will differ from the pro forma adjustments. A general description of the adjustments is provided as follows:

Set forth below are selected historical financial data of the Equitrans Midstream Corporation Predecessor as of and for the periods indicated. Operating results for any prior period are not necessarily indicative of results to be expected in any future period. The summary historical statement of operations data for the six months ended June 30, 2018 and 2017 and the balance sheet data as of June 30, 2018 are derived from our unaudited condensed combined consolidated financial statements, which are included in the "Index to Financial Statements" section of this information statement. The selected historical financial statement of operations data for the years ended December 31, 2017, 2016 and 2015 and the balance sheet data as of December 31, 2017 and 2016 is derived from our audited combined consolidated financial statements which are included in the "Index to Financial Statements" section of this information statement. The selected historical balance sheet data as of December 31, 2015, 2014 and 2013 is derived from our unaudited combined consolidated financial statements not included in this information statement. The selected historical statement of operations data for the years ended December 31, 2014 and 2013 is derived from unaudited combined consolidated financial statements not included in this information statement.

The selected historical financial data set forth below should be read in conjunction with the "Management's Discussion and Analysis of Financial Condition and Results of Operations" section of this information statement and the historical audited financial statements and the notes thereto of the Equitrans Midstream Corporation Predecessor included in the "Index to Financial Statements" section of this information statement. The selected historical financial data reflects the Company's results as historically operated as a part of EQT, and these results may not be indicative of the Company's future performance as a standalone company following the Distribution.

						Historical

	Pro Forma					Historical
	Pro Forma					Six Months Ended June 30,
	Six Months Ended June 30, 2018(a)									Years Ended December 31,
			Year Ended December 31, 2017(a)							Years Ended December 31,
(in thousands)			Year Ended December 31, 2017(a)			2018(a)		2017(a)		2017			2016		2015		2014(a)		2013(a)
Selected Statement of Operations Data:
Operating revenues	$	745,723	$	1,264,704		$	745,723	$	396,887	$	895,558		$	732,272	$	632,936	$	489,218	$	362,810
Operating income		515,522		814,338			484,208		283,274		543,050			465,066		449,900		332,662		241,994
Net income	$	402,351	$	237,236		$	443,351	$	234,867	$	322,457		$	387,073	$	411,011	$	244,627	$	162,001
Net income attributable to noncontrolling interests		261,018		393,364			259,555		168,232		349,613			321,920		236,715		124,025		47,243
Net income (loss) attributable to Equitrans Midstream Corporation	$	141,333	$	(156,128	)	$	183,796	$	66,635	$	(27,156	)	$	65,153	$	174,296	$	120,602	$	114,758

MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis should be read in conjunction with the other sections of this information statement, including "Risk Factors," "Cautionary Statement Concerning Forward-Looking Statements," "Unaudited Pro Forma Condensed Combined Financial Statements," "Business," "Selected Historical Combined Consolidated Financial Data" and the Equitrans Midstream Corporation (Equitrans Midstream or the Company) Predecessor audited combined consolidated financial statements and the notes thereto (the annual combined consolidated financial statements) and the Equitrans Midstream Corporation Predecessor unaudited combined consolidated financial statements (the interim combined consolidated financial statements) (collectively, the annual and interim combined consolidated financial statements) included in this information statement. "Management's Discussion and Analysis of Financial Condition and Results of Operations" contains a number of forward-looking statements, all of which are based on our current expectations and could be affected by the uncertainties and other factors described throughout this information statement and particularly in "Risk Factors" and "Cautionary Statement Concerning Forward-Looking Statements."

We believe that the assumptions underlying the combined consolidated financial statements included in the information statement are reasonable. However, the combined consolidated financial statements may not necessarily reflect our results of operations, financial position and cash flows for future periods or what they would have been had we been a separate, standalone company during the periods presented.

The Company is a wholly-owned subsidiary of EQT formed by EQT in May 2018 to hold EQT's Midstream Business. The historical data within "Management's Discussion and Analysis of Financial Condition and Results of Operations" has been derived from the annual and interim combined consolidated financial statements of Equitrans Midstream Corporation Predecessor included in the "Index to Financial Statements" section of this information statement. A description of the Equitrans Midstream Corporation Predecessor is included within the annual and interim combined consolidated financial statements. Additionally, a description of the Company's business and operations can be found within the "Information Statement Summary" and "Business" sections of this information statement. Because the Company has no operating activities independent from its investments in and control of EQGP and EQM, and EQGP has no operating activities independent from its investment in and control of EQM, references to the operating activities of the Company or the Midstream Business generally refer to the operating activities of EQM, including those operations acquired through the Drop-Down Transaction and the EQM-RMP Mergers.

Net loss attributable to Equitrans Midstream Corporation was $27.2 million in 2017 compared with net income attributable to Equitrans Midstream Corporation of $65.2 million in 2016. The decrease was primarily the result of higher income tax expense, net income attributable to noncontrolling interests and net interest expense more than offsetting higher operating income. Operating expenses included transaction costs related to the Rice Merger allocated to the Company by EQT for the year ended December 31, 2017 and an impairment of long-lived assets for the year ended December 31, 2016, which were not allocated to any operating segment.

Net income attributable to Equitrans Midstream Corporation was $65.2 million in 2016 compared with $174.3 million in 2015. Higher operating income in 2016 was more than offset by increases in net income attributable to noncontrolling interests and income tax expense. Operating expenses for the

year ended December 31, 2016 included an impairment of long-lived assets which was not allocated to any operating segment.

Net income attributable to Equitrans Midstream Corporation was $183.8 million for the six months ended June 30, 2018 compared with $66.6 million for the six months ended June 30, 2017. The increase primarily resulted from higher operating income driven by the acquisition of Rice Midstream Holdings in conjunction with the completion of the Rice Merger in November 2017 partly offset by higher transaction costs and net income attributable to noncontrolling interests.

Substantially all of the Company's operations are conducted through its operating segments discussed in Business Segment Results in this section. The following table reconciles operating income presented for the business segments in Business Segment Results to the Company's operating income for the years ended December 31, 2017, 2016 and 2015 and six months ended June 30, 2018 and 2017.

Transaction Costs. EQT allocated $85.1 million, $8.5 million and $1.5 million of expenses associated with the acquisition of Rice Midstream Holdings in connection with the Rice Merger to the Company for the year ended December 31, 2017 and the six months ended June 30, 2018 and 2017, respectively. During the six months ended June 30, 2018, EQT also allocated $15.2 million of expenses associated with the EQM-RMP Mergers, the Drop-Down Transaction and the Separation, and the Company directly incurred $2.3 million of expenses related to these transactions. These transaction expenses are not allocated to any operating segment. See Note 1 to the annual and interim combined consolidated financial statements.

Depreciation. During the year ended December 31, 2017, EQM recorded a non-cash charge to depreciation in the Transmission segment of $10.5 million related to the revaluation of differences between regulatory and tax bases in Equitrans, L.P.'s regulated property, plant and equipment. For purposes of preparing the annual combined consolidated financial statements of the Company, the $10.5 million is recorded as income tax expense; therefore, there is a corresponding reduction to depreciation for the Company when comparing to the results reported by operating segments.

Impairment of Long-Lived Assets. During the year ended December 31, 2016, the Company recorded an impairment of long-lived assets of $59.7 million related to certain gathering assets. Using the income approach and Level 3 fair value measurement inputs, the gathering assets were written down to fair value. The impairment was triggered by a reduction in estimated future cash flows caused by the low commodity price environment, which reduced producer drilling activity and related throughput on the gathering assets. This impairment was not recorded in the Gathering segment by EQM as it was recorded by the Company immediately prior to the sale of the related gathering assets to EQM. No impairment of any long-lived assets was recorded during the years ended December 31, 2017 and 2015 or during the six months ended June 30, 2018 and 2017.

Additional Expenses. The Company incurs incremental selling, general and administrative expenses for costs incurred by its operating segments. These expenses are primarily allocated from EQT for compensation and centralized general and administrative services, as well as independent director compensation, auditing, legal and regulatory costs. The increase in these expenses for the year ended December 31, 2016 compared to the year ended December 31, 2015 was primarily the costs associated with EQGP being a publicly traded partnership for a full year in 2016.

Operating segments are revenue-producing components of the enterprise for which separate financial information is produced internally and is subject to evaluation by the chief operating decision maker in deciding how to allocate resources. Other income, net interest expense and income tax expense are managed on a combined consolidated basis. The Company has presented each segment's operating income, equity income and various operational measures in the following sections. Management believes that the presentation of this information provides useful information to management and investors regarding the financial condition, results of operations and trends of its segments. The Company has reconciled each segment's operating income to the Company's combined consolidated operating income and net income in Note 4 to both the annual and interim combined consolidated financial statements.

	Years Ended December 31,												Six Months Ended June 30,

	2017		2016		% change 2017 - 2016			2015		% change 2016 - 2015			2018		2017		% change
	(Thousands, except per day amounts)
FINANCIAL DATA
Firm reservation fee revenues	$	407,355	$	339,237		20.1		$	267,517		26.8		$	221,635	$	196,129		13.0
Volumetric based fee revenues:
Usage fees under firm contracts(a)		32,206		38,408		(16.1	)		33,021		16.3			22,064		11,300		95.3
Usage fees under interruptible contracts(b)		70,406		19,849		254.7			34,567		(42.6	)		240,327		7,045		3,311.3

Total volumetric based fee revenues		102,612		58,257		76.1			67,588		(13.8	)		262,391		18,345		1,330.3

Total operating revenues		509,967		397,494		28.3			335,105		18.6			484,026		214,474		125.7
Operating expenses:
Operating and maintenance		45,325		37,751		20.1			36,386		3.8			37,967		20,633		84.0
Selling, general and administrative		45,052		39,678		13.5			30,477		30.2			42,114		18,297		130.2
Depreciation		44,957		30,422		47.8			24,360		24.9			46,950		18,415		155.0
Amortization of intangible assets		5,540		—		100.0			—		—			20,773		—		100.0

Total operating expenses		140,874		107,851		30.6			91,223		18.2			147,804		57,345		157.7

Operating income	$	369,093	$	289,643		27.4		$	243,882		18.8		$	336,222	$	157,129		114.0



OPERATIONAL DATA
Gathering volumes (BBtu per day)
Firm capacity reservation		1,826		1,553		17.6			1,140

		Page

QUESTIONS AND ANSWERS ABOUT THE SEPARATION AND DISTRIBUTION			1
INFORMATION STATEMENT SUMMARY			10
SUMMARY HISTORICAL AND PRO FORMA FINANCIAL INFORMATION			29
RISK FACTORS			31
CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS			74
DIVIDEND POLICY			76
CAPITALIZATION			81
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS			82
NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS			89
SELECTED HISTORICAL COMBINED CONSOLIDATED FINANCIAL DATA			92
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS			93
BUSINESS			113
MANAGEMENT			132
EXECUTIVE COMPENSATION			142
DIRECTOR COMPENSATION			189
CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS			191
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT			209
THE SEPARATION AND DISTRIBUTION			212
MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES			220
DESCRIPTION OF MATERIAL INDEBTEDNESS			225
DESCRIPTION OF EQUITRANS MIDSTREAM CORPORATION'S CAPITAL STOCK			226
WHERE YOU CAN FIND MORE INFORMATION			233
INDEX TO FINANCIAL STATEMENTS			F-1


		Sincerely,

		Thomas F. Karam
		President and Chief Executive Officer


		Sincerely,

		David L. Porges Chairman