10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)
x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2019

or
¨	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	FOR THE TRANSITION PERIOD FROM                TO
	COMMISSION FILE NUMBER 001-38629

EQUITRANS MIDSTREAM CORPORATION

(Exact name of registrant as specified in its charter)

PENNSYLVANIA	83-0516635
(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification No.)

625 Liberty Avenue, Suite 2000, Pittsburgh, Pennsylvania	15222
(Address of principal executive offices)	(Zip code)

(412) 395-2688
(Registrant's telephone number, including area code)

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x  No  ¨

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).    Yes  x  No  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company.  See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer   ¨	Accelerated Filer                  ¨	Emerging Growth Company       ¨
Non-Accelerated Filer     x	Smaller Reporting Company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).        Yes  ¨  No  x

As of March 31, 2019, 254,684 shares of common stock (in thousands), no par value, of the registrant were outstanding.

EQUITRANS MIDSTREAM CORPORATION

Index

			Page No.
Glossary of Commonly Used Terms, Abbreviations and Measurements			3
Part I.	Financial Information:
Item 1.		Financial Statements (Unaudited):
		Statements of Condensed Consolidated Operations for the Three Months Ended March 31, 2019 and 2018	4
		Statements of Condensed Consolidated Cash Flows for the Three Months Ended March 31, 2019 and 2018	6
		Condensed Consolidated Balance Sheets as of March 31, 2019 and December 31, 2018	7
		Statements of Condensed Consolidated Equity for the Three Months Ended March 31, 2019 and 2018	8
		Notes to Condensed Consolidated Financial Statements	9
Item 2.		Management's Discussion and Analysis of Financial Condition and Results of Operations	26
Item 3.		Quantitative and Qualitative Disclosures About Market Risk	37
Item 4.		Controls and Procedures	38
Part II.	Other Information:		39
Item 1.		Legal Proceedings	39
Item 1A.		Risk Factors	42
Item 6.		Exhibits	46
Signature			49

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EQUITRANS MIDSTREAM CORPORATION

Glossary of Commonly Used Terms, Abbreviations and Measurements

Allowance for Funds Used During Construction (AFUDC) – carrying costs for the construction of certain long-lived regulated assets are capitalized and amortized over the related assets' estimated useful lives. The capitalized amount for construction of regulated assets includes interest cost and a designated cost of equity for financing the construction of these regulated assets.

British thermal unit – a measure of the amount of energy required to raise the temperature of one pound of water one-degree Fahrenheit.

EQGP – EQGP Holdings, LP (formerly known as EQT GP Holdings, LP) and its subsidiaries.

EQM – EQM Midstream Partners, LP (formerly known as EQT Midstream Partners, LP) (NYSE: EQM) and its subsidiaries.

EQT – EQT Corporation (NYSE: EQT) and its subsidiaries.

firm contracts – contracts for gathering, transmission or storage services that reserve an agreed upon amount of pipeline or storage capacity regardless of the capacity used by the customer during each month, and generally obligate the customer to pay a fixed, monthly charge.

gas – natural gas.

Mountain Valley Pipeline (MVP) – an estimated 300 mile, 42-inch diameter natural gas interstate pipeline with a targeted capacity of 2.0 Bcf per day that will span from EQM's existing transmission and storage system in Wetzel County, West Virginia to Pittsylvania County, Virginia, providing access to the growing Southeast demand markets.

MVP Southgate – 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.

Mountain Valley Pipeline, LLC (MVP Joint Venture) – a joint venture among EQM and affiliates of each of NextEra Energy, Inc., Consolidated Edison, Inc. (Con Edison), AltaGas Ltd. and RGC Resources, Inc. that is constructing the MVP and the MVP Southgate and holds ownership interests in the MVP project and the MVP Southgate project.

Preferred Interest – the preferred interest that EQM has in EQT Energy Supply, LLC (EES).

RMP – RM Partners LP (formerly known as Rice Midstream Partners LP) and its subsidiaries.

Separation– the separation of EQT's midstream business, which was composed of the separately-operated natural gas gathering, transmission and storage and water services operations of EQT (the Midstream Business), from EQT's upstream business, which was composed of the natural gas, oil and natural gas liquids development, production and sales and commercial operations of EQT, which occurred on the Separation Date (defined herein).

Separation Date - November 12, 2018.

throughput – the volume of natural gas transported or passing through a pipeline, plant, terminal or other facility during a particular period.

Abbreviations	Measurements
ARO – asset retirement obligations	Btu  = one British thermal unit
ASU – Accounting Standards Update	BBtu = billion British thermal units
FASB –Financial Accounting Standards Board	Bcf   = billion cubic feet
FERC – U.S. Federal Energy Regulatory Commission	Dth  =  dekatherm or million British thermal units
GAAP – United States Generally Accepted Accounting Principles	Mcf = thousand cubic feet
IDRs – incentive distribution rights	MMBtu  = million British thermal units
IPO – Initial Public Offering	MMcf  = million cubic feet
IRS – U.S. Internal Revenue Service	MMgal = million gallons
SEC – U.S. Securities and Exchange Commission

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PART I.  FINANCIAL INFORMATION

Item 1. Financial Statements

EQUITRANS MIDSTREAM CORPORATION

Statements of Condensed Consolidated Comprehensive Income (Unaudited)

	Three Months Ended March 31,
	2019			2018
	(Thousands, except per share amounts)
Operating revenues (a)	$	389,782		$	371,026
Operating expenses:
Operating and maintenance (b)	27,883			27,172
Selling, general and administrative (b)	32,178			27,213
Separation and other transaction costs (b)	8,782			15,573
Depreciation	50,511			41,342
Amortization of intangible assets	10,387			10,386
Total operating expenses	129,741			121,686
Operating income	260,041			249,340
Equity income (c)	31,063			8,811
Other income	1,861			904
Net interest expense (d)	60,949			12,102
Income before income taxes	232,016			246,953
Income tax expense	32,450			23,209
Net income	199,566			223,744
Less: Net income attributable to noncontrolling interests	143,267			141,015
Net income attributable to Equitrans Midstream	$	56,299		$	82,729
Earnings per share of common stock attributable to Equitrans Midstream Corporation:
Basic:
Weighted average common stock outstanding	254,776			254,432
Net income	$	0.22		$	0.33
Diluted:
Weighted average common stock outstanding	254,827			255,033
Net income	$	0.22		$	0.32
Statement of comprehensive income:
Net income	$	199,566		$	223,744
Other comprehensive loss, net of tax:
Pension and other post-retirement benefits liability adjustment, net of tax expense of $8	(295		)	—
Other comprehensive loss	(295		)	—
Comprehensive income	199,271			223,744
Less: Comprehensive income attributable to noncontrolling interests	143,267			141,015
Comprehensive income attributable to Equitrans Midstream Corporation	$	56,004		$	82,729
Dividends declared per common share	$	0.45		$	—

(a) Operating revenues included related party revenues from EQT of $284.5 million and $265.6 million for the three months ended March 31, 2019 and 2018, respectively. See Note 7.

(b) For the three months ended March 31, 2019, operating and maintenance expense included $2.4 million of charges to EQT. For the three months ended March 31, 2018, operating and maintenance expense included charges from EQT of $12.2 million. Selling, general and administrative expense included charges from EQT of $1.0 million for the three months ended March 31, 2019. Selling, general and

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administrative expense included charges from EQT of $24.6 million for the three months ended March 31, 2018. See Note 7. Separation and other transaction costs for the three months ended March 31, 2018 represents the expenses related to the Rice Merger, the EQM-RMP Mergers and the Drop-Down Transaction (each defined in Note 1) and included charges allocated to Equitrans Midstream from EQT of $15.6 million. See Notes 1 and 7.

(c) Represents equity income from Mountain Valley Pipeline, LLC (the MVP Joint Venture). See Note 8.

(d) Net interest expense included interest income on the Preferred Interest of $1.6 million and $1.7 million for the three months ended March 31, 2019 and 2018, respectively.

The accompanying notes are an integral part of these condensed consolidated financial statements.

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EQUITRANS MIDSTREAM CORPORATION

Statements of Condensed Consolidated Cash Flows (Unaudited)

	Three Months Ended March 31,
	2019			2018
	(Thousands)
Cash flows from operating activities:
Net income	$	199,566		$	223,744
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation	50,511			41,342
Amortization of intangible assets	10,387			10,386
Deferred income taxes	32,450			699
Equity income	(31,063		)	(8,811		)
Other income	(1,997		)	(1,065		)
Non-cash long-term compensation expense	1,108			707
Changes in other assets and liabilities:
Accounts receivable	(9,989		)	(20,791		)
Accounts payable	(47,827		)	52,215
Accrued interest	(38,828		)	498
Other assets and other liabilities	(42,117		)	(4,202		)
Net cash provided by operating activities	122,201			294,722
Cash flows from investing activities:
Capital expenditures	(208,966		)	(170,589		)
Capital contributions to the MVP Joint Venture	(144,763		)	(117,019		)
Principal payments received on the Preferred Interest	1,141			1,079
Net cash used in investing activities	(352,588		)	(286,529		)
Cash flows from financing activities:
Proceeds from credit facility borrowings	684,000			304,000
Payments on credit facility borrowings	(230,500		)	(128,000		)
Cash paid for long-term debt	(1,500		)	—
Net payments on EQGP's Working Capital Facility loan	—			(47		)
Net distributions to EQT	—			(49,941		)
Distributions paid to noncontrolling interest unitholders	(94,030		)	(88,896		)
Dividends paid	(104,251		)	—
Purchase of EQGP common units	(238,455		)	—
Net cash provided by financing activities	15,264			37,116
Net change in cash, restricted cash and cash equivalents	(215,123		)	45,309
Cash, restricted cash and cash equivalents at beginning of period	294,172			121,004
Cash, restricted cash and cash equivalents at end of period (a)	$	79,049		$	166,313
Cash paid during the period for:
Interest, net of amount capitalized	$	98,470		$	13,532
Non-cash activity during the period for:
Settlement of transaction costs with EQT	$	—		$	87,982
Net settlement of current income taxes payable with EQT	$	—		$	54,033

(a) Includes $29.0 million of cash and cash equivalents and $50.0 million of cash escrowed as of March 31, 2019 associated with the Bolt-on Acquisition (as defined in Note 3).

The accompanying notes are an integral part of these condensed consolidated financial statements.

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EQUITRANS MIDSTREAM CORPORATION

Condensed Consolidated Balance Sheets (Unaudited)

	March 31, 2019			December 31, 2018
	(Thousands)
ASSETS
Current assets:
Cash and cash equivalents	$	29,049		$	294,172
Accounts receivable (net of allowance for doubtful accounts of $792 and $75 as of March 31, 2019 and December 31, 2018, respectively) (a)	265,137			255,496
Other current assets	16,835			19,171
Total current assets	311,021			568,839
Property, plant and equipment	6,658,545			6,469,846
Less: accumulated depreciation	(651,032		)	(602,199		)
Net property, plant and equipment	6,007,513			5,867,647
Investment in unconsolidated entity	1,673,325			1,510,289
Goodwill	1,239,269			1,239,269
Net intangible assets	565,726			576,113
Deferred income taxes	212,302			597,321
Restricted cash	50,000			—
Other assets	216,216			164,357
Total assets	$	10,275,372		$	10,523,835
LIABILITIES AND EQUITY
Current liabilities:
Current portion of long-term debt	$	6,000		$	6,000
Accounts payable (b)	142,546			210,007
Capital contribution payable to the MVP Joint Venture	156,412			169,202
Accrued interest	41,408			80,236
Accrued liabilities	46,939			84,011
Total current liabilities	393,305			549,456
Credit facility borrowings	1,095,000			641,500
EQM senior notes	3,457,981			3,456,639
Long-term debt	562,200			562,105
Regulatory and other long-term liabilities	89,837			54,502
Total liabilities	5,598,323			5,264,202
Equity:
Common stock, no par value, 254,684 and 254,271 units issued and outstanding as of March 31, 2019 and December 31, 2018, respectively	1,378,673			425,370
Retained earnings	(13,704		)	33,932
Accumulated other comprehensive loss	(1,804		)	(1,509		)
Total common shareholders' equity	1,363,165			457,793
Noncontrolling interests	3,313,884			4,801,840
Total shareholders' equity	4,677,049			5,259,633
Total liabilities and shareholders' equity	$	10,275,372		$	10,523,835

(a) Accounts receivable as of March 31, 2019 and December 31, 2018 included approximately $183.1 million and $175.9 million, respectively, of accounts receivable due from EQT.

(b) Accounts payable as of March 31, 2019 and December 31, 2018 included approximately $0.4 million and $34.1 million, respectively, of accounts payable due to EQT.

The accompanying notes are an integral part of these condensed consolidated financial statements.

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EQUITRANS MIDSTREAM CORPORATION

Statements of Condensed Consolidated Equity (Unaudited)

			Common Stock
										Accumulated
										Other
	Parent Net		Shares	No			Retained			Comprehensive			Noncontrolling			Total
	Investment		Outstanding	Par Value			Earnings			Loss			Interests			Equity
	(Thousands, except per unit amounts)
Balance at January 1, 2018	$	1,143,769	—	$	—		$	—		$	—		$	5,094,995		$	6,238,764
Net income	82,729		—	—			—			—			141,015			223,744
Net contributions from EQT	92,074		—	—			—			—			—			92,074
Share-based compensation plans	317		—	—			—			—			390			707
Distributions paid to noncontrolling interest unitholders ($1.025, $0.244 and $0.2917 per common unit for EQM, EQGP and RMP, respectively)	—		—	—			—			—			(88,896		)	(88,896		)
Net changes in ownership of consolidated entities	47		—	—			—			—			(64		)	(17		)
Balance at March 31, 2018	$	1,318,936	—	$	—		$	—		$	—		$	5,147,440		$	6,466,376
Balance at January 1, 2019	$	—	254,271	$	425,370		$	33,932		$	(1,509	)	$	4,801,840		$	5,259,633
Other comprehensive income (net of tax):
Net income	—		—	—			56,299			—			143,267			199,566
Pension and other post-retirement benefits liability adjustment, net of tax expense of $8	—		—	—			316			(295		)	—			21
Dividends ($0.41 per share)	—		—	—			(104,251		)	—			—			(104,251		)
Share-based compensation plans, net	—		413	853			—			—			255			1,108
Distributions paid to noncontrolling interest unitholders ($1.13 per common unit for EQM)	—		—	—			—			—			(94,030		)	(94,030		)
Purchase of EQGP common units	—		—	(38,648		)	—			—			(199,807		)	(238,455		)
Net changes in ownership of consolidated entities (Note 2)	—		—	991,098			—			—			(1,337,641		)	(346,543		)
Balance at March 31, 2019	$	—	254,684	$	1,378,673		$	(13,704	)	$	(1,804	)	$	3,313,884		$	4,677,049

The accompanying notes are an integral part of these condensed consolidated financial statements.

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EQUITRANS MIDSTREAM CORPORATION

Notes to Condensed Consolidated Financial Statements (Unaudited)

1. Financial Statements

Organization. On November 12, 2018, Equitrans Midstream, EQT and, for certain limited purposes, EQT Production Company, a wholly-owned subsidiary of EQT, entered into a separation and distribution agreement (the Separation and Distribution Agreement), pursuant to which, among other things, EQT effected the Separation, including the transfer of certain assets and liabilities to Equitrans Midstream, and distributed 80.1% of the then outstanding shares of common stock, no par value, of Equitrans Midstream (Equitrans Midstream common stock) to EQT shareholders of record as of the close of business on November 1, 2018 (the Distribution). The Distribution was effective at 11:59 p.m., Eastern Time, on November 12, 2018 (the Separation Date). EQT retained the remaining 19.9% of the outstanding shares in Equitrans Midstream (the Retained Interest).

Immediately following the Separation, the Company held investments in the entities then-conducting the Midstream Business, including limited and general partner interests in EQGP Holdings, LP (formerly known as EQT GP Holdings, LP) (EQGP), which, as of December 31, 2018, owned limited partner interests, the entire general partner interest and all of the incentive distribution rights (IDRs) in EQM Midstream Partners, LP (formerly known as EQT Midstream Partners, LP) (NYSE: EQM) (EQM). As of December 31, 2018, the common units representing limited partner interests in EQGP were owned by Equitrans Gathering Holdings, LLC (formerly known as EQT Gathering Holdings, LLC) (Equitrans Gathering Holdings), EQM GP Corporation (EQM GP Corp) and Equitrans Midstream Holdings, LLC (EMH). Following the closing of the EQGP Unit Purchases and the exercise of the Limited Call Right (each defined and discussed in Note 2 and collectively referred to as the EQGP Buyout), EQGP became an indirect, wholly-owned subsidiary of Equitrans Midstream.

EQM owns, operates, acquires and develops midstream assets in the Appalachian Basin. As of December 31, 2018, EQM Midstream Services, LLC (formerly known as EQT Midstream Services, LLC) (the Former EQM General Partner) was a wholly-owned subsidiary of EQGP and EQM's general partner. As of December 31, 2018, EQGP Services, LLC (formerly known as EQT GP Services, LLC) (the Former EQGP General Partner or New EQM General Partner) was a wholly-owned subsidiary of Equitrans Gathering Holdings and EQGP's general partner.

Equitrans Midstream's assets, liabilities and results of operations also include the legacy assets of Rice Midstream Holdings LLC (Rice Midstream Holdings). EQT obtained control of Rice Midstream Holdings on November 13, 2017 (the Rice Merger Date), when, pursuant to the agreement and plan of merger dated June 19, 2017 by and among EQT, Rice Energy Inc. (Rice Energy) and a wholly-owned subsidiary of EQT (EQT Merger Sub), Rice Energy became a wholly-owned, indirect subsidiary of EQT, and EQT became the indirect parent of Rice Midstream Holdings (the Rice Merger). The operations of Rice Midstream Holdings were primarily conducted through Rice Midstream Partners LP (now known as RM Partners LP) (RMP), Rice West Virginia Midstream LLC (now known as EQM West Virginia Midstream LLC) (EQM West Virginia), Rice Olympus Midstream LLC (now known as EQM Olympus Midstream LLC) (EQM Olympus) and Strike Force Midstream Holdings LLC (Strike Force Holdings). At the Rice Merger Date, Strike Force Holdings owned 75% of the outstanding limited liability company interests in Strike Force Midstream LLC (Strike Force Midstream), a Delaware limited liability company. Rice Midstream Holdings, through its wholly-owned, indirect subsidiary Rice Midstream GP Holdings LP (RMGP), owned Rice Midstream Management LLC (now known as EQM Midstream Management LLC), RMP's general partner (the RMP General Partner), as well as limited partner interests and all of the IDRs in RMP. Rice Midstream Holdings controlled the RMP General Partner and therefore consolidated the results of RMP. 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 entered into an agreement and plan of merger, pursuant to which EQM acquired RMP and the RMP General Partner (the EQM-RMP Mergers). The EQM-RMP Mergers closed on July 23, 2018.

• On May 1, 2018, EQM acquired the remaining outstanding limited liability company interests in Strike Force Midstream from Gulfport Midstream Holdings, LLC (Gulfport Midstream), an affiliate of Gulfport Energy Corporation, in exchange for $175 million in cash (the Gulfport Transaction). As a result, EQM owned 100% of Strike Force Midstream.

• On May 22, 2018, and effective May 1, 2018, EQM, through its wholly-owned subsidiary EQM Gathering Holdings, LLC, a Delaware limited liability company (EQM Gathering), acquired all the outstanding limited liability company interests in each of EQM West Virginia, EQM Olympus and Strike Force Holdings (collectively the Drop-Down Entities), pursuant to the terms of a contribution and sale agreement dated as of April 25, 2018 by and among EQM, EQM Gathering, EQT and Rice Midstream Holdings, in exchange for an aggregate of 5,889,282 common units representing limited partner interests in EQM (EQM common units) and cash consideration of $1.15 billion, plus working capital adjustments (the Drop-Down Transaction). As a result of the closing of the Drop-Down Transaction,

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effective May 1, 2018, the Drop-Down Entities and Strike Force Midstream became indirect, wholly-owned subsidiaries of EQM.

Basis of Presentation. As of December 31, 2018, the Former EQGP General Partner was a wholly-owned subsidiary of Equitrans Gathering and controlled EQGP through its general partner interest in EQGP; therefore, the financial statements of Equitrans Midstream consolidate EQGP. As of December 31, 2018, the Former EQM General Partner was a wholly-owned subsidiary of EQGP and controlled EQM through its general partner interest in EQM; therefore, the financial statements of EQGP consolidated EQM.

For each of the periods prior to the Separation presented in this Quarterly Report on Form 10-Q, the consolidated financial statements and related notes include the assets, liabilities and results of operations of the Midstream Business that were transferred to Equitrans Midstream upon the closing of the Distribution and represent the predecessor for accounting purposes of Equitrans Midstream (the Predecessor).

References in these financial statements to Equitrans Midstream or the Company refer collectively to Equitrans Midstream Corporation and the Predecessor as applicable for all periods presented.

Predecessor financial information has been derived from EQT's consolidated financial statements and accounting records and reflects the historical results of operations, financial position and cash flows of the Company as if the Midstream Business had been consolidated for all periods presented. The financial statements include expense allocations for certain corporate functions historically performed by EQT, such as executive oversight, accounting, treasury, tax, legal, supply chain, information technology and share-based compensation. See Note 7. The Company believes the assumptions underlying the consolidated financial statements are reasonable; however, as organizational structure and strategic focus dictate expenses incurred, the financial statements may not include all expenses that would have been incurred had the Company existed as a standalone, publicly traded company for the three months ended March 31, 2018. Similarly, the financial statements may not reflect the results of operations, financial position and cash flows had the Company existed as a standalone, publicly traded company during that period.

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with GAAP for interim financial information and with the requirements of Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, these financial statements include all adjustments (consisting of only normal, recurring adjustments, unless otherwise disclosed in this Form 10-Q) necessary for a fair presentation of the financial position of the Company as of March 31, 2019 and December 31, 2018, the results of its operations for the three months ended March 31, 2019 and 2018 and its cash flows and equity for the three months ended March 31, 2019 and 2018. The condensed consolidated balance sheet at December 31, 2018 has been derived from the audited financial statements at that date but does not include all of the information and notes required by GAAP for complete financial statements.

Due to the seasonal nature of EQM's utility customer contracts, the interim statements for the three months ended March 31, 2019 are not necessarily indicative of the results that may be expected for the year ending December 31, 2019.

For further information, refer to the Company's annual combined consolidated financial statements and related notes for the year ended December 31, 2018, as well as "Management's Discussion and Analysis of Financial Condition and Results of Operations" contained therein.

Recently Issued Accounting Standards

In February 2016, the FASB issued ASU 2016-02, Leases. The standard requires entities to record assets and obligations for contracts currently recognized as operating leases. In July 2018, the FASB issued ASU 2018-11, Leases (Topic 842): Targeted Improvements. The update provides an optional transition method of adoption that permits entities to initially apply the standard at the adoption date and recognize a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption. Under the optional transition method, comparative financial information and disclosures are not required. The update also provides transition practical expedients. The standard requires disclosures of the nature, maturity and value of an entity's lease liabilities and elections taken by the entity. In March 2019, the FASB issued ASU 2019-01, Leases (Topic 842): Codification Improvements, which, among other things, clarifies interim disclosure requirements in the year of ASU 2016-02 adoption.

The Company adopted ASU 2016-02, ASU 2018-11 and ASU 2019-01 on January 1, 2019 using the optional transition method of adoption. The Company uses a lease accounting system to monitor its current population of lease contracts. The Company implemented processes and controls to review new lease contracts for appropriate accounting treatment in the context of the standards and to generate disclosures required under the standards. For the disclosures required by the standards, see Note 4.

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In June 2016, the FASB issued ASU 2016-13, Financial Instruments—Credit Losses: Measurement of Credit Losses on Financial Instruments. The standard amends guidance on reporting credit losses for assets held at amortized cost basis and available for sale debt securities. For assets held at amortized cost basis, this standard eliminates the probable initial recognition threshold in current GAAP and, in its place, requires an entity to recognize its current estimate of all expected credit losses. The amendments affect loans, debt securities, trade receivables, net investments in leases, off balance sheet credit exposures, reinsurance receivables and any other financial assets not excluded from the scope of the standard that have the contractual right to receive cash. The standard will be effective for annual reporting periods beginning after December 15, 2019, including interim periods within that reporting period. The Company is currently evaluating the effect this standard will have on its financial statements and related disclosures.

In February 2018, the FASB issued ASU 2018-02, Income Statement, Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income, which allows for a reclassification from accumulated other comprehensive income to retained earnings for stranded tax effects resulting from the Tax Cuts and Jobs Act and will improve the usefulness of information reported to financial statement users. The guidance is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. The Company adopted the standard in the first quarter of 2019 with no significant effect on its financial statements or related disclosures.

In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement, Changes to the Disclosure Requirements for Fair Value Measurement, which makes a number of changes to the hierarchy associated with Level 1, 2 and 3 fair value measurements and the related disclosure requirements. This guidance is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. Early adoption is permitted. The Company is currently evaluating the effect this standard will have on its financial statements and related disclosures but does not expect the adoption of this standard to have a material effect on its financial statements and related disclosures.

In August 2018, the FASB issued ASU 2018-15, Intangibles—Goodwill and Other: Internal-Use Software, which aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software (and hosting arrangements that include an internal-use software license). This guidance is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. The Company early-adopted the standard using the prospective method of adoption on January 1, 2019.

Following the adoption of ASU 2018-15, the Company began capitalizing certain implementation costs related to cloud computing arrangements that are service contracts. The capitalized portion of these costs are included in the property, plant and equipment line on the consolidated balance sheets and will be amortized over the term of the Company's hosting arrangement, which has a fixed term of 7 years. For the three months ended March 31, 2019, the Company did not recognize any amortization expense related to implementation costs on its cloud computing arrangements as such assets were not in use. The costs will be included in the selling, general and administrative expense line on the accompanying statements of consolidated operations when recognized.

In August 2018, the SEC adopted a final rule under SEC Release No. 33-10532, Disclosure Update and Simplification, that amends certain disclosure requirements that were redundant, duplicative, overlapping, outdated or superseded. The amendments also expanded the disclosure requirements on the analysis of stockholders' equity for interim financial statements, in that registrants must now analyze changes in stockholders’ equity, in the form of reconciliation, for the current and comparative year-to-date periods, with subtotals for each interim period. This final rule was effective on November 5, 2018 and the Company assessed the impact on its consolidated financial statements disclosures to be not significant. The Company adopted the final rule and began applying this disclosure change to its statement of consolidated equity in the first quarter of 2019.

2. Investments in Consolidated, Non-Wholly-Owned Entities

Investment in EQGP

EQGP Unit Purchases. On December 31, 2018, the Company closed on the acquisition of an aggregate 14,560,281 EQGP common units pursuant to certain Unit Purchase Agreements with funds managed by Neuberger Berman Investment Adviser LP, funds managed by Goldman Sachs Asset Management, L.P., funds managed by Cushing Asset Management, LP, funds managed by Kayne Anderson Capital Advisors, L.P., and ZP Energy Fund, L.P. (the Initial Unit Purchase Closing) for an aggregate purchase price of $291.2 million. The Initial Unit Purchase Closing resulted in a reduction of additional paid-in capital of $46.8 million and a decrease in noncontrolling interest in consolidated subsidiaries of $244.4 million for the year ended December 31, 2018.

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On January 2, 2019 and January 3, 2019, the Company closed on the acquisition of the remaining 804,140 EQGP common units purchased pursuant to the Unit Purchase Agreements for an aggregate purchase price of $16.1 million (together with the Initial Unit Purchase Closing on December 31, 2018, the EQGP Unit Purchases).

Limited Call Right. Following the Initial Unit Purchase Closing, on December 31, 2018, the Company exercised a limited call right (the Limited Call Right), provided for in Section 15.1(a) of the Second Amended and Restated Agreement of Limited Partnership of EQGP, dated October 12, 2018, pursuant to which, on January 10, 2019, the Company closed on the acquisition of the remaining 11,097,287 outstanding EQGP common units not owned by the Company or its affiliates for an aggregate purchase price of $221.9 million (such acquisition, together with the EQGP Unit Purchases, the EQGP Buyout), and EQGP became an indirect, wholly-owned subsidiary of the Company.

In connection with the completion of the EQGP Buyout on January 10, 2019, certain non-employee members of the Board of Directors of the Former EQGP General Partner stepped down from their roles and were paid $20.00 for each EQGP phantom unit that they held, which was, in the aggregate, 29,829 EQGP phantom units, including accrued distributions.

Termination of the EQGP Omnibus Agreement and EQGP Working Capital Facility. On January 10, 2019, in connection with the completion of the EQGP Buyout, EQGP's omnibus agreement with Equitrans Midstream and certain other parties and the EQGP Working Capital Facility with EQT (as defined in Note 9) were terminated. In connection with the termination of the EQGP Working Capital Facility, the Company agreed that all loans and other amounts outstanding and all other obligations of EQGP to the Company under the EQGP Working Capital Facility were deemed forgiven, satisfied, discharged and paid in full.

Investment in EQM

EQM IDR Transaction. On February 22, 2019, Equitrans Midstream completed its previously announced simplification transaction pursuant to that certain Agreement and Plan of Merger, dated as of February 13, 2019 (the IDR Merger Agreement) by and among Equitrans Midstream and certain related parties, pursuant to which, among other things, (i) Equitrans Merger Sub, LP, a party to the IDR Merger Agreement, merged with and into EQGP (the Merger) with EQGP continuing as the surviving limited partnership and a wholly owned subsidiary of EQM following the Merger, and (ii) each of (a) the IDRs, (b) the economic portion of the general partner interest in EQM and (c) the issued and outstanding EQGP common units were canceled, and, as consideration for such cancellation, certain affiliates of the Company received on a pro rata basis 80,000,000 newly-issued EQM common units and 7,000,000 newly-issued Class B units (Class B units), both representing limited partner interests in EQM, and EQGP Services, LLC retained the non-economic general partner interest in EQM (the EQM IDR Transaction). Additionally, as part of the EQM IDR Transaction, the 21,811,643 EQM common units held by EQGP were canceled and 21,811,643 EQM common units were issued pro rata to certain affiliates of Equitrans Midstream. As a result of the EQM IDR Transaction, EQGP Services, LLC replaced EQM Midstream Services, LLC as the general partner of EQM (the New EQM General Partner).

The Class B units are substantially similar in all respects to EQM common units, except that the Class B units are not entitled to receive distributions of available cash until the applicable Class B unit conversion date (or, if earlier, a change of control). The Class B units are divided into three tranches, with the first tranche of 2,500,000 Class B units becoming convertible at the holder's option into EQM common units on April 1, 2021, the second tranche of 2,500,000 Class B units becoming convertible at the holder's option into EQM common units on April 1, 2022 and the third tranche of 2,000,000 Class B units becoming convertible at the holder's option into EQM common units on April 1, 2023 (each, a Class B unit conversion date). Additionally, the Class B units will become convertible at the holder's option into EQM common units immediately before a change of control of EQM. After the applicable Class B unit conversion date (or, if earlier, a change of control), whether or not such Class B units have been converted into EQM common units, the Class B units will participate pro rata with the EQM common units in distributions of available cash.

The holders of Class B units vote together with the holders of EQM common units as a single class, except that Class B units owned by the general partner of EQM and its affiliates are excluded from voting if EQM common units owned by such parties are excluded from voting. Holders of Class B units are entitled to vote as a separate class on any matter that adversely affects the rights or preferences of the Class B units in relation to other classes of EQM partnership interests in any material respect or as required by law.

After giving effect to the EQM IDR Transaction, including the issuance of Class B units, Equitrans Gathering Holdings, EQM GP Corp and EMH, each a wholly-owned subsidiary of Equitrans Midstream, held 89,505,616, 89,536 and 27,650,303 EQM common units, respectively, representing an aggregate 56.5% limited partner interest in EQM as of March 31, 2019. Additionally, Equitrans Gathering Holdings, EQM GP Corp and EMH held 6,153,907, 6,155 and 839,938 EQM Class B units, respectively, representing an aggregate 3.4% limited partner interest in EQM as of March 31, 2019. Following completion of the EQM IDR Transaction and as of March 31, 2019, the Company owned, directly or indirectly 117,245,455 EQM common units and 7,000,000 Class B units (collectively representing a 59.9% limited partner interest in EQM) and the entire non-

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economic general partner interest in EQM, while the public owned a 40.1% limited partner interest in EQM. Following the completion of the Private Placement (defined below), certain investors owned an aggregate of 24,605,291 Series A Preferred Units (defined below) and, taking into account such Series A Preferred Units issued in the Private Placement on an as-converted basis, as of March 31, 2019, the Company would have owned, directly or indirectly, a 53.5% limited partner interest in EQM, as well as the non-economic general partner interest in EQM.

During the three months ended March 31, 2019, as a result of the EQM IDR Transaction, the Company recorded, in the aggregate, a $991.1 million increase of common stock, no par value, a decrease in noncontrolling interest of $1.3 billion and a decrease in deferred tax asset of $346.5 million.

Series A Preferred Units. On March 13, 2019, EQM entered into a Convertible Preferred Unit Purchase Agreement (inclusive of certain Joinder Agreements entered into on March 18, 2019, the Preferred Unit Purchase Agreement) with certain investors to issue and sell in a private placement (the Private Placement) an aggregate of 24,605,291 Series A Perpetual Convertible Preferred Units (Series A Preferred Units) representing limited partner interests in EQM for a cash purchase price of $48.77 per Series A Preferred Unit, resulting in total gross proceeds of approximately $1.2 billion. The net proceeds from the Private Placement were used in part to fund the purchase price in the Bolt-on Acquisition (defined in Note 3) and to pay certain fees and expenses related to the Bolt-on Acquisition, and the remainder is expected to be used for general partnership purposes. The Private Placement closed concurrently with the closing of the Bolt-on Acquisition on April 10, 2019. See Note 3.

The Series A Preferred Units rank senior to all common units and Class B units representing limited partner interests in EQM with respect to distribution rights and rights upon liquidation. The Series A Preferred Units will vote on an as-converted basis with the EQM common units and Class B units and will have certain other class voting rights with respect to any amendment to EQM's partnership agreement or its certificate of limited partnership that would be adverse (other than in a de minimis manner) to any of the rights, preferences or privileges of the Series A Preferred Units.

The holders of the Series A Preferred Units are entitled to receive cumulative quarterly distributions at a rate of $1.0364 per Series A Preferred Unit for the first twenty distribution periods, and thereafter the quarterly distributions on the Series A Preferred Units will be an amount per Series A Preferred Unit for such quarter equal to (i) the Series A Preferred Unit purchase price of $48.77 per such unit, multiplied by (ii) a percentage equal to the sum of (A) the greater of (x) the 3-month LIBOR as of the second London banking day prior to the beginning of the applicable quarter and (y) 2.59%, and (B) 6.90%, multiplied by (iii) 25%. EQM will not be entitled to pay any distributions on any junior securities, including any EQM common units, prior to paying the quarterly distributions payable to the holders of Series A Preferred Units, including any previously accrued and unpaid distributions.

Each holder of the Series A Preferred Units may elect to convert all or any portion of the Series A Preferred Units owned by it into EQM common units initially on a one-for-one basis, subject to customary anti-dilution adjustments and an adjustment for any distributions that have accrued but not been paid when due and partial period distributions, at any time (but not more often than once per fiscal quarter) after April 10, 2021 (or earlier liquidation, dissolution or winding up of EQM), provided that any conversion is for at least $30 million (calculated based on the closing price of the common units on the trading day preceding notice of conversion) or such lesser amount if such conversion relates to all of a holder’s remaining Series A Preferred Units.

EQM may elect to convert all or any portion of the Series A Preferred Units into EQM common units at any time (but not more often than once per quarter) after April 10, 2021 if (i) the common units are listed for, or admitted to, trading on a national securities exchange, (ii) the closing price per common unit on the national securities exchange on which the common units are listed for, or admitted to, trading exceeds 140% of the Series A Preferred Unit purchase price of $48.77 per such unit for the 20 consecutive trading days immediately preceding notice of the conversion, (iii) the average daily trading volume of the common units on the national securities exchange on which the common units are listed for, or admitted to, trading exceeds 500,000 common units for the 20 consecutive trading days immediately preceding notice of the conversion, (iv) EQM has an effective registration statement on file with the SEC covering resales of the common units to be received by such holders upon any such conversion and (v) EQM has paid all accrued quarterly distributions in cash to the holders.

Shared Assets Transaction. On March 31, 2019, EQM entered into an Assignment and Bill of Sale (the Assignment and Bill of Sale) with the Company pursuant to which EQM acquired certain assets and assumed certain leases that primarily support EQM's operations for aggregate cash purchase price of $49.7 million (the initial purchase price), which reflected the net book value of in-service assets and expenditures made for assets not yet in-service and is subject to certain adjustments (collectively, the Shared Assets Transaction). Pursuant to the Assignment and Bill of Sale, EQM may assume an additional facilities lease, and may acquire certain additional assets from the Company for additional cash consideration reflecting the net book value of in-service assets and expenditures made with respect to assets not yet in-service. The initial purchase price was funded utilizing the EQM Credit Facility (defined in Note 9). Prior to the Shared Assets Transaction, EQM made quarterly payments to the Company based on fees allocated from the Company for use of in-service assets transferred to EQM in the transaction. In

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connection with the entry into the Assignment and Bill of Sale, the Omnibus Agreement among the Company, EQM and the New EQM General Partner (as successor to the Former EQM General Partner) was amended and restated in order to, among other things, govern the Company’s use, and payment for such use of the acquired assets following their conveyance to EQM and provide for reimbursement of EQM by the Company for expenses incurred by EQM in connection with such use.

EQM Cash Distribution. On April 23, 2019, the Board of Directors of the New EQM General Partner declared a cash distribution to EQM's unitholders for the first quarter of 2019 of $1.145 per EQM common unit. The cash distribution will be paid on May 14, 2019 to EQM's unitholders of record at the close of business on May 3, 2019. Based on the EQM common units outstanding on April 30, 2019, cash distributions paid by EQM to the Company will be approximately $134.2 million with respect to the Company's limited partner interest in EQM.

3. 2019 Acquisitions

Bolt-on Acquisition. On March 13, 2019, EQM entered into a Purchase and Sale Agreement (the Purchase and Sale Agreement) with North Haven Infrastructure Partners II Buffalo Holdings, LLC (NHIP), an affiliate of Morgan Stanley Infrastructure Partners, pursuant to which EQM acquired from NHIP a 60% Class A interest in Eureka Midstream Holdings, LLC (Eureka Midstream) and a 100% interest in Hornet Midstream Holdings, LLC (Hornet Midstream) (collectively, the Bolt-on Acquisition) for total consideration of approximately $1.03 billion, composed of approximately $860 million in cash and approximately $170 million of assumed pro-rata debt,subject to certain adjustments set forth in the Purchase and Sale Agreement. Eureka Midstream owns a 190-mile gathering header pipeline system in Ohio and West Virginia that services both dry Utica and wet Marcellus production. Hornet Midstream owns a 15-mile, high-pressure gathering system in West Virginia that connects to the Eureka Midstream system. In connection with the entry into the Purchase and Sale Agreement, EQM deposited $50.0 million with an escrow agent, which is presented in restricted cash on the consolidated balance sheet as of March 31, 2019. The deposit was credited towards the purchase price at the close of the acquisition. The Bolt-on Acquisition closed on April 10, 2019 and was funded through the Private Placement that closed concurrently with the Bolt-on Acquisition (defined herein) of Series A Perpetual Convertible Preferred Units representing limited partner interests in EQM that closed concurrently with the Bolt-on Acquisition. See Note 2 for further information regarding the Private Placement. As of the closing of the Bolt-on Acquisition, Eureka Midstream, LLC (Eureka), a wholly owned subsidiary of Eureka Midstream, had a $400 million credit facility, which is available for general business purposes, including financing maintenance and expansion capital expenditures related to the Eureka system and providing working capital for Eureka’s operations.

4.     Leases

As discussed in Note 1, the Company adopted ASU 2016-02, ASU 2018-11 and ASU 2019-01 on January 1, 2019 (the Adoption Date) using the optional transition method of adoption.

The Company elected a package of practical expedients that allows an entity to not reassess (i) whether a contract is or contains a lease, (ii) lease classification and (iii) initial direct costs. In addition, the Company elected the following practical expedients: (i) to not reassess certain land easements, (ii) to not apply the recognition requirements under the standard to short-term leases and (iii) to combine and account for lease and nonlease contract components as a lease, which requires the capitalization of fixed nonlease payments on the Adoption Date or lease effective date and the recognition of variable nonlease payments as variable lease expense. Nonlease payments include payments for property taxes and other operating and maintenance expenses incurred by the lessor but payable by the Company in connection with the leasing arrangement. On the Adoption Date, the Company recorded on its consolidated balance sheets an operating lease right-of-use asset and a corresponding operating lease liability of $49.7 million, reflecting the present value of future lease payments on the Company's facility and compressor lease contracts. The discount rate used to determine present value, referred to as the incremental borrowing rate, was based on the rate of interest that the Company estimated it would have to pay to borrow (on a collateralized-basis over a similar term) an amount equal to the lease payments in a similar economic environment as of the Adoption Date. The Company is required to reassess the incremental borrowing rate for any new and modified lease contracts as of the contract effective date. Adoption of the standard did not require an adjustment to the opening balance of retained earnings. As of the Adoption Date and March 31, 2019, the Company had no lease contracts classified as financing leases and was not a lessor; however, the Company was party to a subleasing arrangement whereby the Company, as sublessor, agreed to sublet office space to a third party.

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The following table summarizes operating lease cost for the three months ended March 31, 2019.

	Three Months Ended March 31, 2019
	(Thousands)
Operating lease cost	$	1,933
Short-term lease cost	405
Variable lease cost	13
Sublease (income)	(84		)
Total lease cost	$	2,267

Operating lease expense related to the Company's compressor lease contracts and facility lease contracts is reported in operating and maintenance expense and selling, general and administrative expense, respectively, on the Company's statement of condensed consolidated comprehensive income.

The current and noncurrent portions of the operating lease right-of-use asset are reported in other current assets and other assets, respectively, and the current and noncurrent portions of the operating lease liability are reported in accrued liabilities and regulatory and other long-term liabilities, respectively. As of March 31, 2019, the operating lease right-of-use asset and operating lease liability had balances of $48.3 million and $48.7 million, respectively, of which $0.5 million and $4.1 million, respectively, were classified as current. As of March 31, 2019, the weighted average remaining lease term was 11 years and the weighted average discount rate was 6.0%.

Schedule of Operating Lease Liability Maturities. The following table summarizes undiscounted cash flows owed by the Company to lessors pursuant to contractual agreements in effect as of March 31, 2019 and related imputed interest. The majority of the Company's lease agreements have multiple renewal periods at the Company's option; however, because none of the renewal periods are reasonably assured to be exercised, the associated operating lease payments have not been included in the table below.

	March 31, 2019
	(Thousands)
2019	$	5,262
2020	6,275
2021	6,155
2022	6,229
2023	5,981
2024	5,901
Thereafter	30,663
Total	66,466
Less: imputed interest	17,793
Present value of operating lease liability	$	48,673

5.    Financial Information by Business Segment

The Company, through its control of EQM, reports its operations in three segments that reflect its three lines of business of Gathering, Transmission and Water. Gathering includes EQM's high-pressure gathering lines and FERC-regulated low-pressure gathering line; Transmission includes EQM's FERC-regulated interstate pipeline and storage system; and Water consists of EQM's water pipelines, impoundment facilities, pumping stations, take point facilities and measurement facilities.

As discussed in Note 7, the financial statements include expense allocations for certain corporate functions historically performed by EQT. For periods prior to November 12, 2018, the financial statements may not include all expenses that would have been incurred had the Company existed as a standalone, publicly traded corporation for the entirety of such periods.

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	Three Months Ended March 31,
	2019			2018
	(Thousands)
Revenues from external customers (including related parties):
Gathering	$	261,881		$	237,390
Transmission	109,859			106,934
Water	18,042			26,702
Total operating revenues	$	389,782		$	371,026
Operating income:
Gathering	$	182,078		$	171,035
Transmission	84,750			79,451
Water	1,186			15,312
Other (a)	(7,973		)	(16,458		)
Total operating income	$	260,041		$	249,340
Reconciliation of operating income to net income:
Equity income (b)	$	31,063		$	8,811
Other income	1,861			904
Net interest expense	60,949			12,102
Income tax expense	32,450			23,209
Net income	$	199,566		$	223,744

(a) Other operating loss includes Separation and other transaction costs and the selling, general and administrative expenses incurred by the Company separate from and in addition to similar costs incurred by EQM.

(b) Equity income is included in the Transmission segment.

	March 31, 2019		December 31, 2018
	(Thousands)
Segment assets:
Gathering	$	6,234,581	$	6,011,654
Transmission (a)	3,243,578		3,066,659
Water	242,334		237,602
Total operating segments	9,720,493		9,315,915
Headquarters, including cash	554,879		1,207,920
Total assets	$	10,275,372	$	10,523,835

(a) The equity investment in the MVP Joint Venture is included in the Transmission segment.

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	Three Months Ended March 31,
	2019		2018
	(Thousands)
Depreciation:
Gathering	$	28,116	$	23,068
Transmission	12,533		12,441
Water	6,416		5,771
Other	3,446		62
Total	$	50,511	$	41,342
Expenditures for segment assets:
Gathering	$	158,000	$	134,138
Transmission	18,762		18,929
Water	9,175		2,375
Other	3,396		—
Total (a)	$	189,333	$	155,442

(a) The Company accrues capital expenditures when the work has been completed but the associated bills have not yet been paid. Accrued capital expenditures are excluded from the statements of condensed consolidated cash flows until they are paid. Accrued capital expenditures were approximately $89.7 million and $109.3 million at March 31, 2019 and December 31, 2018, respectively. Accrued capital expenditures were approximately $75.5 million and $90.7 million at March 31, 2018 and December 31, 2017, respectively.

6.    Revenue from Contracts with Customers

For the three months ended March 31, 2019 and 2018, all revenues recognized on the Company's statements of condensed consolidated operations are from contracts with customers. As of March 31, 2019 and December 31, 2018, all receivables recorded on the Company's condensed consolidated balance sheets represent performance obligations that have been satisfied and for which an unconditional right to consideration exists.

Summary of disaggregated revenues.The tables below provide disaggregated revenue information by business segment.

	Three Months Ended March 31, 2019
	Gathering		Transmission		Water		Total
	(Thousands)
Firm reservation fee revenues	$	128,959	$	99,224	$	—	$	228,183
Volumetric-based fee revenues	132,922		10,635		—		143,557
Water services revenues	—		—		18,042		18,042
Total operating revenues	$	261,881	$	109,859	$	18,042	$	389,782
	Three Months Ended March 31, 2018
	Gathering		Transmission		Water		Total
	(Thousands)
Firm reservation fee revenues	$	109,933	$	97,775	$	—	$	207,708
Volumetric-based fee revenues	127,457		9,159		—		136,616
Water services revenues	—		—		26,702		26,702
Total operating revenues	$	237,390	$	106,934	$	26,702	$	371,026

Summary of Remaining Performance Obligations. The following table summarizes the transaction price allocated to the Company's remaining performance obligations under all contracts with firm reservation fees and MVCs as of March 31, 2019.

		2019(a)		2020		2021		2022		2023		Thereafter		Total
	(Thousands)
Gathering firm reservation fees		$	353,984	$	563,215	$	573,214	$	573,214	$	573,214	$	2,312,931	$	4,949,772
Gathering revenues supported by MVCs		55,503		74,617		74,413		74,413		74,413		68,689		422,048
Transmission firm reservation fees		283,230		345,456		340,937		335,850		295,947		2,178,142		3,779,562
Total		$	692,717	$	983,288	$	988,564	$	983,477	$	943,574	$	4,559,762	$	9,151,382

(a) April 1, 2019 through December 31, 2019

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Based on total projected contractual revenues, including projected contractual revenues from future capacity expected from expansion projects that are not yet fully constructed for which the Company has executed firm contracts, the Company's firm gathering contracts and firm transmission and storage contracts had weighted average remaining terms of approximately 11 years and 15 years, respectively, as of March 31, 2019.

7. Related Party Transactions

Related Party Transactions with EQT

As of March 31, 2019, EQT remained a related party following the Separation due to its ownership of the Retained Interest. In the ordinary course of business, the Company, through EQM, engaged, and continues to engage, as applicable, in transactions with EQT and its affiliates, including, but not limited to, gathering agreements, transportation service and precedent agreements, storage agreements and water service agreements.

EQGP's, EQM's and RMP's Omnibus Agreements with EQT. Prior to the Separation and Distribution, EQGP, EQM and RMP each had an omnibus agreement with EQT. Pursuant to the omnibus agreements, EQT performed centralized corporate general and administrative services for EQGP, EQM and RMP and provided a license for EQGP's and EQM's use of the name "EQT" and related marks in connection with their businesses. EQGP, EQM and RMP reimbursed EQT for the expenses incurred by EQT in providing these services. EQM's and RMP's omnibus agreements also provided for certain indemnification obligations between EQM and RMP, on the one hand, and EQT, on the other hand.

On November 12, 2018, EQT terminated the EQGP, EQM and RMP omnibus agreements. Certain indemnification obligations of EQT, EQM and RMP remain in effect following the termination and have been memorialized pursuant to (i) the amended and restated omnibus agreement, dated November 13, 2018, among EQT, EQM and the New EQM General Partner (as successor to the Former EQM General Partner), and (ii) the second amended and restated omnibus agreement, dated November 13, 2018, among EQT, EQT RE, LLC, RM Partners LP (formerly known as Rice Midstream Partners LP), EQM Midstream Management LLC (formerly known as Rice Midstream Management LLC) and EQM Poseidon Midstream LLC (formerly known as Rice Poseidon Midstream LLC). The Company is generally responsible for the surviving obligations of EQT under such agreements pursuant to the Separation and Distribution Agreement.

EQGP Working Capital Facility with EQT. See Note 9.

Transition Services Agreement. On November 12, 2018, in connection with the Separation and Distribution, the Company and EQT entered into a transition services agreement (as subsequently amended, the Transition Services Agreement). Pursuant to the Transition Services Agreement, each party agreed to provide certain services to the other on an interim, transitional basis, including services related to information technology, the administration of certain employee benefits and other corporate support services. The Company and EQT agreed to pay the other a fee for these services on a monthly basis. The Transition Services Agreement will terminate on the earliest to occur of (a) the expiration of the term of the last service provided under it and (b) the date that is the one year anniversary of the Distribution, subject to each party's right to terminate a service prior to the scheduled expiration date.

Tax Matters Agreement. On November 12, 2018, in connection with the Separation and Distribution, the Company and EQT entered into a tax matters agreement (the Tax Matters Agreement) that governs the parties' respective rights, responsibilities and obligations with respect to taxes (including taxes arising in the ordinary course of business and taxes, if any, incurred as a result of any failure of the Distribution and certain related transactions to qualify as generally tax-free for U.S. federal income tax purposes), tax attributes, the preparation and filing of tax returns, the control of audits and other tax proceedings and assistance and cooperation with respect to tax matters. In addition, the Tax Matters Agreement imposes certain restrictions on the Company and its subsidiaries, including restrictions on equity issuances, business combinations, sales of assets and similar transactions, that are designed to preserve the tax-free status of the Distribution and certain related transactions.

The Tax Matters Agreement provides special rules that allocate tax liabilities in the event that the Distribution, together with certain related transactions, are not tax-free. In general, under the Tax Matters Agreement, each party is expected to be responsible for any taxes, whether imposed on the Company or EQT, that arise from (i) the failure of the Distribution, together with certain related transactions, to qualify for tax-free treatment, or (ii) if certain related transactions were to fail to qualify for their intended tax treatment, in each case, to the extent that the failure to qualify is attributable to actions, events or transactions relating to such party's respective stock, assets or business or a breach of the relevant representations or covenants made by that party in the Tax Matters Agreement.

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Related Party Transactions with EQM and EQGP

ETRN Omnibus Agreement. Pursuant to an omnibus agreement (the ETRN Omnibus Agreement), the Company performs centralized corporate, general and administrative services for EQM. In exchange, EQM reimburses the Company for the expenses incurred by the Company in providing these services. In connection with the entry into the Assignment and Bill of Sale, the ETRN Omnibus Agreement was amended and restated, to, among other things, govern the Company's use, and payment for such use, of the acquired assets following their conveyance to EQM. Pursuant to a secondment agreement, employees of the Company and its affiliates may be seconded to EQM to provide operating and other services with respect to EQM's business under the direction, supervision and control of EQM. EQM reimburses the Company and its affiliates for the services provided by the seconded employees. The expenses for which EQM reimburses the Company and its affiliates may not necessarily reflect the actual expenses that EQM would incur on a stand-alone basis. EQM is unable to estimate what those expenses would be on a stand-alone basis. In connection with the Separation, the Company assumed certain obligations from EQT to indemnify and reimburse EQM.

For the period from November 13, 2018 through January 10, 2019, in the case of EQGP, and through March 31, 2019 in the case of EQM, EQGP and EQM, respectively, reimbursed the Company for certain expenses related to corporate and general and administrative services provided by the Company pursuant to omnibus agreements between EQM and/or EQGP and the Company. These expenses may not necessarily reflect the actual expenses that EQM or EQGP would have incurred on a stand-alone basis. EQM and EQGP are unable to estimate what those costs would have been on a stand-alone basis. The omnibus agreement between EQGP and the Company was terminated on January 10, 2019. See Note 2.

On November 13, 2018, Equitrans Midstream entered into a working capital loan agreement with EQGP (the EQGP Working Capital Facility), through which the Company agreed to make interest-bearing loans available in an aggregate principal amount not to exceed $20 million outstanding at any one time. The EQGP Working Capital Facility was terminated on January 10, 2019. See Note 2. As of December 31, 2018, EQGP had approximately $1 million of borrowings outstanding under the EQGP Working Capital Facility, all of which was forgiven in connection with the termination of the EQGP Working Capital Facility. During the period from November 13, 2018 through December 31, 2018, the maximum outstanding borrowing was $3.3 million, the average daily balance was approximately $0.9 million and the weighted average annual interest rate was 4.1%.

8. Investment in Unconsolidated Entity

The MVP Joint Venture is constructing the Mountain Valley Pipeline (MVP), an estimated 300-mile natural gas interstate pipeline that will span from northern West Virginia to southern Virginia. EQM is the operator of the MVP and owned a 45.5% interest in the MVP project as of March 31, 2019. The MVP Joint Venture is a variable interest entity because it has insufficient equity to finance its activities during the construction stage of the project. The Company, through EQM, is not the primary beneficiary of the MVP Joint Venture because the Company does not have the power to direct the activities that most significantly affect the MVP Joint Venture's economic performance. Certain business decisions, such as decisions to make distributions of cash, require a greater than 66 2/3% ownership interest approval, and no one member owns more than a 66 2/3% interest.

In April 2018, the MVP Joint Venture announced the MVP Southgate project, a proposed 70-mile interstate pipeline that will extend from the MVP at Pittsylvania County, Virginia to new delivery points in Rockingham and Alamance Counties, North Carolina. As of March 31, 2019, EQM had a 47.2% ownership interest in the MVP Southgate 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 of 2020.

In March 2019, the MVP Joint Venture issued a capital call notice for the funding of the MVP project to MVP Holdco, LLC (MVP Holdco), a direct, wholly-owned subsidiary of EQM, for $149.8 million, of which $25.5 million and $124.3 million is expected to be paid in May 2019 and June 2019, respectively. In addition, in March 2019, the MVP Joint Venture issued a capital call notice for the funding of the MVP Southgate project to MVP Holdco for $6.6 million, of which $0.8 million was paid in April 2019, and $1.2 million and $4.6 million is expected to be paid in May 2019 and June 2019, respectively. The capital contribution payable and the corresponding increase to the investment balance are reflected on the consolidated balance sheet as of March 31, 2019.

The interests in MVP and MVP Southgate are equity method investments for accounting purposes because EQM has the ability to exercise significant influence over the MVP Joint Venture's operating and financial policies. Accordingly, EQM records adjustments to the investment balance for contributions to or distributions from the MVP Joint Venture and for EQM's pro-rata share of MVP Joint Venture earnings.

Equity income, which is primarily related to EQM's pro-rata share of the MVP Joint Venture's AFUDC on the construction of the MVP, is reported in equity income in the Company's statements of condensed consolidated operations.

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Pursuant to the MVP Joint Venture's limited liability company agreement, EQM is obligated to issue a performance guarantee in favor of the MVP Joint Venture to provide performance assurances of MVP Holdco's obligations to fund its proportionate share of the construction budget for the MVP project. In January 2019, EQM issued a performance guarantee in an amount equal to 33% of EQM's proportionate share of the construction budget for the MVP project, which was $261 million at the time of issuance. The amount of the performance guarantee will decrease based on the capital contributions made by MVP Holdco to the MVP Joint Venture. As of March 31, 2019, the performance guarantee remained at $261 million.

In addition, in February 2019, EQM issued a performance guarantee of $14 million in favor of the MVP Joint Venture for the MVP Southgate project. Upon the FERC's initial release to begin construction of the MVP Southgate project, EQM's current MVP Southgate performance guarantee will be terminated, and EQM will be obligated to issue a new guarantee in an amount equal to 33% of EQM's proportionate share of the remaining capital obligations for the MVP Southgate project.

As of March 31, 2019, EQM's maximum financial statement exposure related to the MVP Joint Venture was approximately $1,792 million, which consists of the investment in unconsolidated entity balance on the consolidated balance sheet as of March 31, 2019 and amounts that could have become due under EQM's performance guarantees as of that date.

The following tables summarize the unaudited condensed financial statements of the MVP Joint Venture.

Condensed Consolidated Balance Sheets

	March 31, 2019		December 31, 2018
	(Thousands)
Current assets	$	696,893	$	687,657
Non-current assets	3,526,691		3,223,220
Total assets	$	4,223,584	$	3,910,877
Current liabilities	$	571,907	$	617,355
Non-current liabilities	2,192		—
Equity	3,649,485		3,293,522
Total liabilities and equity	$	4,223,584	$	3,910,877

Condensed Statements of Consolidated Operations

	Three Months Ended March 31,
	2019			2018
	(Thousands)
Environmental remediation reserve	$	(2,192	)	$	—
Other income	2,913			534
Net interest income	20,235			5,649
AFUDC — equity	47,216			13,182
Net income	$	68,172		$	19,365

9. Debt

Equitrans Midstream Credit Facility. In October 2018, Equitrans Midstream entered into a credit facility agreement that provides for $100 million in borrowing capacity and matures in October 2023 (the Equitrans Midstream Credit Facility). Equitrans Midstream amended the Equitrans Midstream Credit Facility on December 31, 2018 to, among other things, permit the incurrence of the borrowings under the Term Loan Credit Agreement (defined herein). The Equitrans Midstream Credit Facility is available for general corporate purposes and to fund ongoing working capital requirements. Subject to satisfaction of certain conditions, the Equitrans Midstream Credit Facility has an accordion feature that allows the Company to increase the available borrowings under the facility by up to an additional $200 million. The Equitrans Midstream Credit Facility has a sublimit of up to $25 million for same-day swing line advances and a sublimit of up to $15 million for letters of credit. The Company had $13 million of borrowings outstanding and no letters of credit outstanding under the Equitrans Midstream Credit Facility as of March 31, 2019. The Company had $17 million of borrowings outstanding and no letters of credit outstanding under the Equitrans Midstream Credit Facility as of December 31, 2018. During the three months ended March 31, 2019, the maximum outstanding borrowings was $44 million, the average daily balance was approximately $12 million and the weighted average annual interest rate for the period was 4.2%.

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Equitrans Midstream Term Loan Facility. In December 2018, Equitrans Midstream entered into a term loan credit agreement (the Term Loan Credit Agreement) that provides for a senior secured term loan facility in an aggregate principal amount of $600 million and matures in January 2024 (the Term Loans). The Company received net proceeds from the Term Loans of $568.1 million, inclusive of a discount of $18.0 million and estimated debt issuance costs of $13.9 million. The net proceeds were used to fund the EQGP Buyout, including certain fees, costs and expenses in connection therewith, and the remainder was used for general corporate purposes. The Term Loan Credit Agreement provides the Company with the right to request incremental term loans in an aggregate amount of up to $150 million minus the aggregate commitments under the Equitrans Midstream Credit Facility (or any other permitted pari passu revolving credit agreement then in effect), plus the amount of any voluntary prepayment in respect of the Term Loans. The lenders under the Term Loan Credit Agreement are under no obligation to provide such incremental commitments or term loans and any addition of or increase in commitments or term loans is subject to certain customary conditions precedent. As of March 31, 2019, the current portion of the Term Loans was $6.0 million and is recorded in the current portion of long-term debt on the condensed consolidated balance sheet. The Company had $598.5 million of borrowings outstanding and no letters of credit outstanding under the Term Loan Credit Agreement as of March 31, 2019. The Company had $600 million of borrowings outstanding and no letters of credit outstanding under the Term Loan Credit Agreement as of December 31, 2018. During the three months ended March 31, 2019, the weighted average annual interest rate for the period was 7.0%.

EQGP Working Capital Facility with EQT. Prior to the Separation, EQGP had a working capital loan agreement with EQT (the EQGP Working Capital Facility with EQT), through which EQT agreed to make interest-bearing loans available in an aggregate principal amount not to exceed $50 million outstanding at any one time. Borrowings outstanding under the EQGP Working Capital Facility with EQT were presented in accounts payable as an amount due to related party on the consolidated balance sheet. On November 12, 2018, EQGP repaid $3.2 million of borrowings outstanding under the facility, and EQT terminated the working capital loan agreement. During the three months ended March 31, 2018, the maximum outstanding borrowing was $0.2 million and the weighted average annual interest rate was approximately 3.1%.

EQM Revolving Credit Facility. On October 31, 2018, EQM amended and restated its credit facility to increase the borrowing capacity from $1 billion to $3 billion and extend the term to October 2023 (the EQM Credit Facility). The EQM Credit Facility is available for general partnership purposes, including to purchase assets, and to fund working capital requirements and capital expenditures, pay distributions and repurchase units. Subject to satisfaction of certain conditions, the EQM Credit Facility has an accordion feature that allows EQM to increase the available borrowings under the facility by up to an additional $750 million. The EQM Credit Facility has a sublimit of up to $250 million for same-day swing line advances and a sublimit of up to $400 million for letters of credit. In addition, EQM has the ability to request that one or more lenders make available term loans under the EQM Credit Facility, subject to the satisfaction of certain conditions. Such term loans would be secured by cash and qualifying investment grade securities. EQM's obligations under the revolving portion of the EQM Credit Facility are unsecured. As of March 31, 2019, EQM had approximately $1.1 billion of borrowings outstanding and $1 million of letters of credit outstanding under the EQM Credit Facility. As of December 31, 2018, EQM had approximately $625 million of borrowings outstanding and $1 million of letters of credit outstanding under the EQM Credit Facility. During the three months ended March 31, 2019, the maximum outstanding borrowings was $1.1 billion, the average daily balance was approximately $942 million and the weighted average annual interest rate for the period was approximately 3.9%. During the three months ended March 31, 2018, the maximum outstanding borrowings was $420 million, the average daily balance was approximately $301 million and the weighted average annual interest rate for the period was approximately 3.0%.

EQM $2.5 Billion Senior Notes. During the second quarter of 2018, EQM issued 4.75% senior notes due July 2023 in the aggregate principal amount of $1.1 billion, 5.50% senior notes due July 2028 in the aggregate principal amount of $850 million and 6.50% senior notes due July 2048 in the aggregate principal amount of $550 million (collectively, the EQM $2.5 Billion Senior Notes). EQM received net proceeds from the offering of approximately $2,465.8 million, inclusive of a discount of $11.8 million and estimated debt issuance costs of $22.4 million. The net proceeds were used to repay the outstanding balances under the EQM Term Loan Facility (defined below) and the RMP $850 Million Facility (defined below), and the remainder was used for general partnership purposes. The EQM $2.5 Billion Senior Notes were issued pursuant to new supplemental indentures to EQM's existing indenture dated August 1, 2014. The EQM $2.5 Billion Senior Notes contain covenants that limit EQM's ability to, among other things, incur certain liens securing indebtedness, engage in certain sale and leaseback transactions and enter into certain consolidations, mergers, conveyances, transfers or leases of all or substantially all of EQM's assets.

EQM 4.125% and 4.00% Senior Notes. In the fourth quarter of 2016, EQM issued $500 million aggregate principal amount of 4.125% senior notes due December 2026 (the 4.125% Senior Notes). EQM used the net proceeds from the offering to repay the then outstanding borrowings under a predecessor to the EQM Credit Facility and for general partnership purposes. In the third quarter of 2014, EQM issued $500 million aggregate principal amount of 4.00% senior notes due August 2024 (the 4.00% Senior Notes). EQM used the net proceeds from the offering to repay the outstanding borrowings under a predecessor to the EQM Credit Facility and for general partnership purposes.

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Both the 4.125% Senior Notes and the 4.00% Senior Notes contain covenants that limit EQM's ability to, among other things, incur certain liens securing indebtedness, engage in certain sale and leaseback transactions and enter into certain consolidations, mergers, conveyances, transfers or leases of all or substantially all of EQM's assets.

EQM Term Loan Facility. On April 25, 2018, EQM entered into a $2.5 billion unsecured multi-draw 364-day term loan facility with a syndicate of lenders (the EQM Term Loan Facility). The EQM Term Loan Facility was used to fund the cash consideration for the Drop-Down Transaction, to repay borrowings under EQM's then-existing revolving credit facility and for other general partnership purposes. In connection with EQM's issuance of the EQM $2.5 billion Senior Notes (defined above), on June 25, 2018, the balance outstanding under the EQM Term Loan Facility was repaid and the EQM Term Loan Facility was terminated. As a result of the termination, EQM expensed $3 million of deferred issuance costs. From April 25, 2018 through June 25, 2018, the maximum amount of EQM's outstanding borrowings under the EQM Term Loan Facility at any time was $1,825 million and the average daily balance was approximately $1,231 million. EQM incurred interest at a weighted average annual interest rate of approximately 3.3% for the period from April 25, 2018 through June 25, 2018.

RMP $850 Million Facility. RM Operating LLC (formerly Rice Midstream OpCo LLC), a wholly-owned subsidiary of RMP, had an $850 million credit facility (the RMP $850 Million Facility). In connection with the completion of the EQM-RMP Mergers, on July 23, 2018, EQM repaid the approximately $260 million of borrowings outstanding under the RMP $850 Million Facility and the RMP $850 Million Facility was terminated. Prior to its termination, the RMP $850 Million Facility was available for general partnership purposes, including to purchase assets, and to fund working capital requirements and capital expenditures, pay distributions and repurchase units. The RMP $850 Million Facility was secured by mortgages and other security interests on substantially all of RMP's properties and was guaranteed by RMP and its restricted subsidiaries. During the three months ended March 31, 2018, the maximum outstanding borrowings were $336 million, the average daily balance was approximately $308 million and the weighted average annual interest rate for the period was approximately 3.6%.

As of March 31, 2019, ETRN and EQM were in compliance with all debt provisions and covenants.

10. Fair Value Measurements

The carrying values of cash and cash equivalents, accounts receivable, amounts due to/from related parties and accounts payable approximate fair value due to the short maturity of the instruments; as such, their fair values are Level 1 fair value measurements. The carrying value of the credit facility borrowings approximates fair value as the interest rates are based on prevailing market rates; this is considered a Level 1 fair value measurement. As the Company's borrowings under the Term Loan Credit Agreement and EQM's senior notes are not actively traded, their fair values are estimated using an income approach model that applies a discount rate based on prevailing market rates for debt with similar remaining time-to-maturity and credit risk; as such, their fair values are Level 2 fair value measurements. As of March 31, 2019 and December 31, 2018, the estimated fair value of the Company's borrowings under the Term Loan Credit Agreement was approximately $602 million and $590 million, respectively, and the carrying value of the Company's borrowings under the Term Loan Credit Agreement was approximately $568 million for both periods. As of March 31, 2019 and December 31, 2018, the estimated fair value of EQM's senior notes was approximately $3,504 million and $3,425 million, respectively, and the carrying value of EQM's senior notes was approximately $3,458 million and $3,457 million, respectively. The fair value of the Preferred Interest is a Level 3 fair value measurement and is estimated using an income approach model that applies a market-based discount rate. As of March 31, 2019 and December 31, 2018, the estimated fair value of the Preferred Interest was approximately $124 million and $122 million, respectively, and the carrying value of the Preferred Interest was approximately $114 million and $115 million, respectively.

11. Earnings Per Share

In connection with the Distribution described in Note 1, and based on the 254,586,700 shares of outstanding common stock of EQT (EQT common stock) as of the record date for the Distribution, the Company issued 254,268,864 shares of Equitrans Midstream common stock. As of March 31, 2019, there were 254,683,550 shares of Equitrans Midstream common stock outstanding, of which EQT owned 50,599,503.

Potentially dilutive securities (options and restricted awards) included in the calculation of diluted earnings per share totaled 50,876 and 601,622 for the three months ended March 31, 2019 and 2018, respectively.

For periods prior to the Separation Date, earnings per share shown on the statements of condensed consolidated comprehensive income were calculated based on the shares of Equitrans Midstream common stock distributed in connection with the Separation and Distribution and is considered pro forma in nature. Prior to the Separation Date, the Company did not have any issued or outstanding common stock (other than shares owned by EQT).

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12.     Income Taxes

The effective tax rate was 14.0% for the three months endedMarch 31, 2019, compared to 9.4% for the three months endedMarch 31, 2018. The effective tax rate is higher for the three months endedMarch 31, 2019 compared to the three months endedMarch 31, 2018 because of Rice Midstream Holdings' income not subject to tax expense and higher income attributable to noncontrolling limited partners in 2018. Prior to October 22, 2018, Rice Midstream Holdings was a multi-member limited liability company; therefore, the earnings of Rice Midstream Holdings and its subsidiaries were not subject to federal income tax. In the fourth quarter of 2018, Rice Midstream Holdings was merged out of existence as part of internal restructurings. Excluding other items, the effective tax rates for both periods are lower than the statutory rates because the Company does not record income tax expense on the portion of its income attributable to the noncontrolling limited partners of EQM and, for the period prior to the Limited Call Right, attributable to the noncontrolling limited partners of EQGP.

13.  Consolidated Variable Interest Entities

As of March 31, 2019, the Company determined EQM to be a variable interest entity. In addition, as of December 31, 2018, EQGP was also a variable interest entity. Through the Company's ownership and control of the general partners of EQGP and EQM, the Company had the power to direct the activities that most significantly affected EQGP's and EQM's economic performance during the periods presented.

Through its limited and general partner interests in EQGP prior to the EQM IDR Transaction, its limited partner interest in EQM and through EQGP's general partner interest, limited partner interest and IDRs in EQM prior to the EQM IDR Transaction, the Company had the right to receive benefits from, as well as the obligation to absorb the losses of, EQGP and EQM.

On January 10, 2019, following the completion of the EQGP Buyout, EQGP became an indirect, wholly-owned subsidiary of the Company. As the Company is the primary beneficiary of and has a controlling financial interest in EQGP and EQM, the Company consolidated EQGP, which, prior to the EQGP Buyout, consolidated EQM for the periods presented. See Note 2. In addition, for discussion of related party transactions, see Note 7. The Company continues to consolidate EQM.

The risks associated with the operations of EQM are discussed in its Annual Report on Form 10-K for the year ended December 31, 2018, as updated by any Quarterly Reports on Form 10-Q. See further discussion of the impact that ETRN's ownership and control of EQM had on ETRN's financial position, results of operations and cash flows included in ETRN's Annual Report on Form 10-K for the year ended December 31, 2018, including in the section captioned "Management's Discussion and Analysis of Financial Condition and Results of Operations."

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The following table presents assets and liabilities included in the Company's consolidated balance sheets that were for the use or obligation of EQM, inclusive of receivables and payables due from or to related parties.

	March 31, 2019		December 31, 2018
	(Thousands)
ASSETS
Cash and cash equivalents	$	23,839	$	17,515
Accounts receivable (a)	259,340		254,390
Other current assets	13,286		14,909
Net property, plant and equipment (b)	5,995,385		5,806,628
Investment in unconsolidated entity	1,673,325		1,510,289
Goodwill	1,123,813		1,123,813
Net intangible assets	565,726		576,113
Restricted cash	50,000		—
Other assets	183,871		152,464
LIABILITIES
Accounts payable (a)	$	143,186	$	207,877
Capital contribution payable to the MVP Joint Venture	156,412		169,202
Accrued interest	41,302		80,199
Accrued liabilities	20,165		20,672
Credit facility borrowings	1,082,000		625,000
EQM Senior notes	3,457,981		3,456,639
Regulatory and other long-term liabilities	67,414		38,724

(a) Accounts receivable as of March 31, 2019 and December 31, 2018 included $182.2 million and $174.8 million, respectively, of receivables due from EQT. Accounts payable as of December 31, 2018 included approximately $34.0 million of related party accounts payable to EQT. There was no related party balance with EQT included in accounts payable as of March 31, 2019.

(b) Includes approximately $49.7 million conveyed to EQM in the Shared Assets Transaction primarily consisting of IT infrastructure, office equipment, vehicles and office leases. See Note 2.

The following table summarizes EQM's statements of consolidated operations and cash flows, inclusive of transactions with related parties.

	Three Months Ended March 31,
	2019			2018
	(Thousands)
Operating revenues	$	389,782		$	371,026
Operating expenses	121,768			105,228
Other expenses, net	(16,083		)	(2,955		)
Net income	$	251,931		$	262,843
Net cash provided by operating activities	$	160,973		$	283,958
Net cash used in investing activities	$	(350,357	)	$	(286,529	)
Net cash provided by financing activities	$	245,708		$	29,388

14.     Stock-based Compensation Plans

2019 Performance Share Unit Program. Effective in 2019, the Management Development and Compensation Committee of the Board of Directors of the Company (the Compensation Committee) adopted the 2019 Performance Share Unit Program (2019 PSU Program) under the 2018 Long-Term Incentive Plan. The 2019 PSU Program was established to align the interests of key employees with the interests of shareholders and the strategic objectives of the Company.

A total of 726,835 units were granted on March 1, 2019 under the 2019 PSU Program. The vesting of the units under the 2019 PSU Program will occur upon payment after December 31, 2021 (the end of the three-year performance period). The payout

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will vary between zero and 200% of the number of outstanding units contingent upon a combination of the level of total shareholder return relative to a predefined peer group and the cumulative total shareholder return per share over the period January 1, 2019 through December 31, 2021. If earned at the target payout level of 100%, 496,768 of the 2019 PSU Program units are expected to be distributed in Company common stock and 230,067 of the 2019 PSU Program units are expected to be paid in cash.

2019 Restricted Stock and Restricted Stock Unit Awards. Effective March 1, 2019, the Compensation Committee granted 331,180 restricted stock equity and 244,195 restricted stock unit liability awards. The restricted stock equity awards and restricted stock unit liability awards will be fully vested at the end of the three-year period commencing on January 1, 2019, assuming continued employment.

15.     Subsequent Events

See Notes 2 and 3 for a discussion of the Private Placement and Bolt-on Acquisition, respectively, both of which closed on April 10, 2019.

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EQUITRANS MIDSTREAM CORPORATION

Management's Discussion and Analysis of Financial Condition and Results of Operations

Item 2.  Management's Discussion and Analysis of Financial Condition and Results of Operations

You should read the following discussion and analysis of financial condition and results of operations in conjunction with the condensed consolidated financial statements, and the notes thereto, included elsewhere in this report.

CAUTIONARY STATEMENTS

Disclosures in this Quarterly Report on Form 10-Q contain certain forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended (the Exchange Act), and Section 27A of the Securities Act of 1933, as amended (the Securities Act). 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 Quarterly Report on Form 10-Q include the matters discussed in the section captioned "Outlook" in "Management's Discussion and Analysis of Financial Condition and Results of Operations," and the expectations of plans, strategies, objectives, and growth and anticipated financial and operational performance of Equitrans Midstream and EQM, including guidance regarding EQM's gathering, transmission and storage and water service revenue and volume growth; projected revenue and expenses; the weighted average contract life of gathering, transmission and storage and water services 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, final design and targeted in-service dates of current projects; the ultimate terms, partners and structure of the MVP Joint Venture; expansion and integration and optimization projects in EQM's operating areas and in areas that would provide access to new markets; EQM's ability to provide produced water handling services and realize expansion and optimization and integration opportunities and related capital avoidance; acquisitions and other strategic transactions, including joint ventures and the completed acquisition of interests in Eureka Midstream Holdings, LLC (Eureka Midstream) and Hornet Midstream Holdings, LLC (Hornet Midstream), and EQM's ability to identify and complete transactions, and effectively integrate transactions (including Eureka Midstream and Hornet Midstream) into EQM's operations and achieve anticipated synergies and accretion associated with transactions, including through increased scale, expected accretion from acquisitions; credit rating impacts associated with MVP and acquisitions and changes in Equitrans Midstream’s and EQM’s respective credit ratings; the timing and amount of future issuances of securities; effects of conversion, if at all, of EQM securities; effects of seasonality; expected cash flows and minimum volume commitments; capital commitments; projected capital contributions and capital and operating expenditures, including the amount and timing of reimbursable capital expenditures, capital budget and sources of funds for capital expenditures; dividend and distribution amounts and timing, rates and growth; the effect and outcome of pending and future litigation and regulatory proceedings; the effect of commodity prices on EQM's business; liquidity and financing requirements, including sources and availability; the Company's and EQM's and EQM's subsidiaries' respective abilities to service debt under, and comply with the covenants contained in, their respective credit agreements; the effects of government regulation and tariffs; and tax position. The forward-looking statements included in this Quarterly Report on Form 10-Q involve risks and uncertainties that could cause actual results to differ materially from projected results. Accordingly, investors should not place undue reliance on forward-looking statements as a prediction of actual results. Equitrans Midstream has based these forward-looking statements on management's current expectations and assumptions about future events. While Equitrans Midstream considers these expectations and assumptions to be reasonable, they are inherently subject to significant business, economic, competitive, regulatory and other risks and uncertainties, many of which are difficult to predict and are beyond Equitrans Midstream's control. The risks and uncertainties that may affect the operations, performance and results of Equitrans Midstream's and EQM's businesses and forward-looking statements include, but are not limited to, those set forth under Item 1A, "Risk Factors" in Equitrans Midstream's Annual Report on Form 10-K for the year ended December 31, 2018, as updated by Part II, Item 1A, "Risk Factors," of this Quarterly Report on Form 10-Q.

Any forward-looking statement speaks only as of the date on which such statement is made and Equitrans Midstream does not intend to correct or update any forward-looking statement, whether as a result of new information, future events or otherwise.

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Executive Overview

Net income attributable to Equitrans Midstream was $56.3 million for the three months ended March 31, 2019 compared with $82.7 million for the three months ended March 31, 2018. The decrease resulted primarily from higher net interest expense and higher income tax expense, partly offset by higher equity income and higher operating revenues.

The following table reconciles the differences between operating income attributable to EQM as reported in EQM's Quarterly Report on Form 10-Q for the three months ended March 31, 2019 and 2018 and operating income attributable to Equitrans Midstream for the same period.

	Three Months Ended March 31,
	2019		2018
	(Thousands)
Operating income attributable to EQM	$	268,014	$	265,798
Less:
Separation and other transaction costs	5,269		15,573
Additional expenses, net	2,704		885
Operating income attributable to Equitrans Midstream	$	260,041	$	249,340

Separation and Other Transaction Costs. Separation and other transaction costs represent selling, general and administrative expenses related to the EQGP Buyout and the Separation of $5.3 million for the three months ended March 31, 2019 and the EQGP Buyout, the Rice Merger, the EQM-RMP Mergers, the Drop-Down Transaction and the Separation and charges from EQT of $15.6 million for the three months ended March 31, 2018.

Additional Expenses, Net. As a result of being a publicly traded company, the Company incurs other operating expenses separate from and in addition to similar costs incurred by EQM. Additional expenses, net increased for the three months ended March 31, 2019 compared to the three months ended March 31, 2018 primarily related to increased depreciation expense.

Business Segment Results

Operating segments are revenue-producing components of an 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 condensed consolidated basis. The Company has presented each segment's operating income and various operational measures in the following sections. Management believes that the presentation of this information is useful 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 condensed consolidated operating income and net income in Note 5 to the financial statements.

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GATHERING RESULTS OF OPERATIONS

	Three Months Ended March 31,
	2019		2018 (1)		% Change
	(Thousands, except per day amounts)
FINANCIAL DATA
Firm reservation fee revenues (2)	$	128,959	$	109,933	17.3
Volumetric-based fee revenues:	132,922		127,457		4.3
Total operating revenues	261,881		237,390		10.3
Operating expenses:
Operating and maintenance	15,253		15,113		0.9
Selling, general and administrative	22,534		17,788		26.7
Separation and other transaction costs	3,513		—		100.0
Depreciation	28,116		23,068		21.9
Amortization of intangible assets	10,387		10,386		—
Total operating expenses	79,803		66,355		20.3
Operating income	$	182,078	$	171,035	6.5
OPERATIONAL DATA
Gathered volumes (BBtu per day)
Firm capacity reservation (2)	2,572		1,956		31.5
Volumetric-based services	4,194		4,227		(0.8	)
Total gathered volumes	6,766		6,183		9.4
Capital expenditures	$	158,000	$	134,138	17.8

(1) Includes the pre-acquisition results of the Drop-Down Transaction and the EQM-RMP Mergers, which were effective on May 1, 2018 and July 23, 2018, respectively. The recast is for the period the acquired businesses were under the common control of EQT, which began on November 13, 2017 as a result of the Rice Merger.

(2) Includes revenues and volumes from contracts with minimum volume commitments (MVCs).

Three Months Ended March 31, 2019 Compared to Three Months Ended March 31, 2018

Gathering revenues increased by $24.5 million for the three months ended March 31, 2019 compared to the three months ended March 31, 2018 primarily driven by production development in the Marcellus and Utica Shales. Firm reservation fee revenues increased primarily as a result of higher rates on various wellhead expansion projects in the first quarter, as well as increased revenues generated under agreements with MVCs. Volumetric-based fee revenues increased due to increased usage fees.

Operating expenses increased by $13.4 million for the three months ended March 31, 2019 compared to the three months ended March 31, 2018 primarily as a result of a $5.0 million increase in depreciation expense as a result of additional assets placed in-service and a $4.7 million increase in selling, general and administrative expense resulting from higher corporate allocations. In addition, EQM recognized $3.5 million of transaction costs in the first quarter of 2019.

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TRANSMISSION RESULTS OF OPERATIONS

	Three Months Ended March 31,
	2019		2018		% Change
	(Thousands, except per day amounts)
FINANCIAL DATA
Firm reservation fee revenues	$	99,224	$	97,775	1.5
Volumetric-based fee revenues:	10,635		9,159		16.1
Total operating revenues	109,859		106,934		2.7
Operating expenses:
Operating and maintenance	4,084		7,551		(45.9	)
Selling, general and administrative	8,492		7,491		13.4
Depreciation	12,533		12,441		0.7
Total operating expenses	25,109		27,483		(8.6	)
Operating income	$	84,750	$	79,451	6.7
Equity income	$	31,063	$	8,811	252.5
OPERATIONAL DATA
Transmission pipeline throughput (BBtu per day)
Firm capacity reservation	2,959		2,815		5.1
Volumetric-based services	105		42		150.0
Total transmission pipeline throughput	3,064		2,857		7.2
Average contracted firm transmission reservation commitments (BBtu per day)	4,442		4,140		7.3
Capital expenditures	$	18,762	$	18,929	(0.9	)

Three Months Ended March 31, 2019 Compared to Three Months Ended March 31, 2018

Transmission and storage revenues increased by $2.9 million for the three months ended March 31, 2019 compared to the three months ended March 31, 2018. Firm reservation fee revenues increased due to higher contractual rates on existing contracts with customers and customers contracting for additional firm transmission capacity. Volumetric-based fee revenues increased due to increased usage fees.

Operating expenses decreased by $2.4 million for the three months ended March 31, 2019 compared to the three months ended March 31, 2018 primarily as a result of lower operating and maintenance expense, partly offset by increased selling, general and administrative expense resulting from higher corporate allocations.

The increase in equity income of $22.3 million for the three months ended March 31, 2019 compared to the three months ended March 31, 2018 was related to the increase in the MVP Joint Venture's AFUDC on the MVP.

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WATER RESULTS OF OPERATIONS

	Three Months Ended March 31,
	2019		2018 (1)		% Change
	(Thousands)
FINANCIAL DATA
Water services revenues	$	18,042	$	26,702	(32.4	)
Operating expenses:
Operating and maintenance	8,546		4,508		89.6
Selling, general and administrative	1,894		1,111		70.5
Depreciation	6,416		5,771		11.2
Total operating expenses	16,856		11,390		48.0
Operating income	$	1,186	$	15,312	(92.3	)
OPERATIONAL DATA
Water services volumes (MMgal)	369		541		(31.8	)
Capital expenditures	$	9,175	$	2,375	286.3

(1) EQM's consolidated financial statements have been retrospectively recast to include the pre-acquisition results of the EQM-RMP Mergers, which was effective July 23, 2018. The recast is for the period the acquired businesses were under the common control of EQT, which began on November 13, 2017 as a result of the Rice Merger.

Three Months Ended March 31, 2019 Compared to Three Months Ended March 31, 2018

Water operating revenues decreased by $8.7 million for the three months ended March 31, 2019 compared to the three months ended March 31, 2018 primarily due to a 32% decrease in fresh water distribution volumes associated with timing of operations. The fee EQM charges per gallon of water is tiered and thus is lower on a per gallon basis once certain volumetric thresholds are met.

Water operating expenses increased by $5.5 million for the three months ended March 31, 2019 compared to the three months ended March 31, 2018 primarily as a result of increased operating and maintenance expense associated with timing of costs related to activities on drilling pads in the prior year and increased depreciation expense as a result of additional assets placed in-service.

OTHER INCOME STATEMENT ITEMS

Other Income

Other income increased $1.0 million for the three months ended March 31, 2019 compared to the three months ended March 31, 2018 due to increased AFUDC - equity.

Net Interest Expense

Net interest expense increased by $48.8 million for the three months ended March 31, 2019 compared to the three months ended March 31, 2018 due primarily to higher interest expense of $33.7 million as a result of the EQM $2.5 Billion Senior Notes, higher interest expense of $9.8 million on the Term Loan Credit Agreement, higher interest expense of $4.2 million on the Equitrans Midstream Credit Facility Agreement and EQM credit facility borrowings and higher amortization of debt issuance costs of $2.8 million, partly offset by increased capitalized interest and AFUDC - debt of $2.8 million.

See "Investing Activities" and "Capital Requirements" under "Capital Resources and Liquidity" for discussion of capital expenditures.

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Income Taxes

See Note 12 for an explanation of the increase in income taxes for the three months ended March 31, 2019 compared to the three months ended March 31, 2018.

The Company's operations have been included in EQT's consolidated income tax return for federal and state tax purposes for the periods prior to the Separation and Equitrans Midstream's consolidated income tax return for federal and state tax purposes after the Separation. The financial statements include the income taxes incurred by the Company computed on a separate return basis for the period prior to the Separation. EQM and, for the period prior to the EQM IDR Transaction, EQGP are limited partnerships for U.S. federal and state income tax purposes. EQM and EQGP are not subject to U.S. federal or state income taxes.

All of EQM's income is included in the Company’s pre-tax income; however, the Company does not record income tax expense on the portions of its income attributable to the noncontrolling limited partners of EQM and, for the period prior to the EQGP Buyout, attributable to the noncontrolling limited partners of EQGP. This reduces the Company's effective tax rate in periods when the Company has consolidated pre-tax income.

Net Income Attributable to Noncontrolling Interests

For the three months ended March 31, 2019 compared to the three months ended March 31, 2018, the Company's noncontrolling interests were comprised of the third-party ownership interest in EQM. For the period from January 1, 2019 through January 10, 2019 and the three months ended March 31, 2018, the Company's noncontrolling interests also included third-party ownership interests in EQGP and, for the period prior to May 1, 2018, the 25% ownership interest in Strike Force Midstream LLC owned by Gulfport Midstream Holdings, LLC which resulted in net income allocations to noncontrolling interests in the statements of condensed consolidated operations. Net income attributable to noncontrolling interests fluctuates based on the amount of net income earned by the entities with noncontrolling interests, the amount of net income allocated to IDRs prior to the EQM IDR Transaction, the amount of net income allocated to the Class B units subsequent to the EQM IDR Transaction, and any changes in the noncontrolling ownership percentages.

Net income attributable to noncontrolling interests also increased as a result of higher EQM net income.

See "Investing Activities" and "Capital Requirements" under "Capital Resources and Liquidity" for discussion of capital expenditures.

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Outlook

The Company's assets overlay core acreage in the prolific Appalachian Basin. The location of the Company's assets allows it to access major demand markets in the U.S. The Company is one of the largest natural gas gatherers in the U.S., and its largest customer, EQT, is the largest natural gas producer in the U.S. based on produced volumes. The Company maintains a stable cash flow profile, with over 50% of its revenue for the three months ended March 31, 2019 generated by firm reservation fees.

The Company's principal strategy is to leverage its existing assets and planned growth projects and to seek and execute on strategically-aligned acquisition and joint venture opportunities, such as its completed acquisition of interests in Eureka Midstream and Hornet Midstream, to achieve the scale and scope of a top-tier midstream company. As part of its approach to organic growth, the Company, through EQM, is focused on building and completing its key gathering and transmission growth projects outlined below, many of which are supported by contracts with firm capacity commitments. Additionally, the Company expects to achieve growth from EQM's water service business and from volumetric gathering opportunities and transmission and storage services. The water service business is complementary to the gathering business, and the Company recognizes an opportunity to expand EQM's existing asset footprint and is actively pursuing solutions for produced water handling. The Company is also focused on optimizing and integrating its Pennsylvania gathering systems to create additional system gathering capacity and provide high- and low-pressure gathering solutions for EQM's customers. The Company's focus on execution of EQM's organic projects, coupled with asset optimization efforts, disciplined capital spending and operating cost control, is complemented by the Company's commitment to seek, evaluate and execute on strategically-aligned acquisition and joint venture opportunities. The Company believes that this approach will enable the Company to achieve its strategic goals.

The Company expects that the following expansion projects will be the primary organic growth drivers:

• Mountain Valley Pipeline. The MVP Joint Venture is a joint venture among EQM and affiliates of each of NextEra Energy, Inc., Con Edison, AltaGas Ltd. and RGC Resources, Inc. that is constructing the MVP. As of March 31, 2019, EQM is the operator of the MVP and owned a 45.5% interest in the MVP project. The MVP is an estimated 300 mile, 42-inch diameter natural gas interstate pipeline with a targeted capacity of 2.0 Bcf per day that will span from EQM's existing transmission and storage system in Wetzel County, West Virginia to Pittsylvania County, Virginia, providing access to the growing southeast demand markets. During the first quarter of 2019, EQM made capital contributions of approximately $143 million to the MVP Joint Venture for the MVP project. For the remainder of 2019, EQM expects to make capital contributions of approximately $0.7 billion to the MVP Joint Venture, depending on the timing of the construction of the MVP and the MVP Southgate projects. The MVP Joint Venture has secured a total of 2.0 Bcf per day of firm capacity commitments at 20-year terms and is currently in negotiation with additional shippers that have expressed interest in the MVP project. The MVP Joint Venture is evaluating an expansion opportunity that could add approximately 0.5 Bcf per day of capacity through the installation of incremental compression. The MVP Joint Venture is also undertaking the MVP Southgate project and is evaluating other future pipeline extension projects.

In October 2017, the FERC issued the Certificate of Public Convenience and Necessity for the MVP. 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 EQM's ability to achieve the expected investment return on the project" included in Item 1A, "Risk Factors – Risks Related to EQM's Business," in the Company's Annual Report on Form 10-K for the year ended December 31, 2018, there are several pending legal and regulatory 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 through several alternatives to address these challenges. Although completing the project during 2019 is unlikely, the MVP Joint Venture continues to target a full in-service date in the fourth quarter 2019 at an overall project cost of $4.6 billion, excluding AFUDC. EQM is expected to fund approximately $2.2 billion of the overall project cost, including approximately $65 million in excess of EQM's ownership interest. See the discussion of the litigation and regulatory-related delays in Part II, Item 1, "Legal Proceedings".

• Wellhead Gathering Expansion and Hammerhead Project. During the first quarter of 2019, EQM invested approximately $152 million in gathering expansion projects. For the remainder of 2019, EQM expects to invest approximately $800 million in gathering expansion projects, including the continued gathering infrastructure expansion of core development areas in the Marcellus and Utica Shales, primarily in southwestern Pennsylvania and eastern Ohio, for EQT, Range Resources Corporation (Range Resources) and other producers, and the Hammerhead project, a 1.6 Bcf per day gathering header pipeline that is primarily designed to connect natural gas

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produced in Pennsylvania and West Virginia to the MVP and is supported by a 1.2 Bcf per day firm capacity commitment from EQT. The Hammerhead project is expected to cost approximately $555 million. During the first quarter of 2019, EQM invested approximately $55 million in the Hammerhead project. For the remainder of 2019, EQM expects to invest approximately $300 million in the Hammerhead project. The Hammerhead project is expected to be placed in service in conjunction with the MVP project during the fourth quarter of 2019.

• MVP Southgate Project. In April 2018, the MVP Joint Venture announced the MVP Southgate project, a proposed 70-mile interstate pipeline that will extend from the MVP at Pittsylvania County, Virginia to new delivery points in Rockingham and Alamance Counties, North Carolina. The MVP Southgate project is backed by a 300 MMcf per day firm capacity commitment from PSNC Energy. As designed, the MVP Southgate project has expansion capabilities up to 900 MMcf per day of total capacity. The MVP Southgate project is estimated to cost a total of approximately $450 million to $500 million, which is expected to be spent primarily in 2019 and 2020. During the first quarter of 2019, EQM made capital contributions of approximately $2 million to the MVP Joint Venture for the MVP Southgate project. For the remainder of 2019, EQM expects to provide capital contributions of approximately $40 million to the MVP Joint Venture for the MVP Southgate project. As of March 31, 2019, EQM was the operator of the MVP Southgate pipeline and owned a 47.2% interest in the MVP Southgate project. The MVP Joint Venture submitted the MVP Southgate certificate application to the FERC in November 2018. In March 2019, the FERC issued an environmental review schedule that states that the FERC plans to issue the final Environmental Impact Statement by December 19, 2019. The schedule also identifies March 18, 2020 as the deadline for other agencies to act on other federal authorizations required for the project (the FERC, however, is not subject to this deadline). Subject to approval by the FERC, the MVP Southgate project has a targeted in-service date of the fourth quarter of 2020.

• Transmission Expansion. During the first quarter of 2019, EQM invested approximately $16 million in transmission expansion projects. For the remainder of 2019, EQM expects to invest approximately $40 million in transmission expansion projects, primarily attributable to the Allegheny Valley Connector (AVC), the Equitrans, L.P. Expansion project, which is designed to provide north-to-south capacity on the mainline Equitrans, L.P. system, including for deliveries to the MVP, and power plant projects. The Equitrans, L.P. Expansion project has a targeted in-service date of the fourth quarter of 2019. In January 2019, EQM executed a precedent agreement with ESC Brooke County Power I, LLC to construct a natural gas pipeline for connection to a proposed 830-Megawatt power plant in Brooke County, West Virginia. The agreement includes a ten-year firm reservation commitment for 140 MMcf per day of capacity. EQM expects to invest an estimated $80 million to construct the approximately 16-mile pipeline, which has a targeted in-service date of mid-year 2022.

• Water Expansion. During the first quarter of 2019, EQM invested approximately $9 million in the expansion of its fresh water delivery infrastructure. For the remainder of 2019, EQM expects to invest approximately $91 million in the expansion of its fresh water delivery infrastructure in Pennsylvania and Ohio. During the first quarter of 2019, EQM expanded its water service relationship with EQT and entered into agreements with four other Marcellus and Utica producers. Based on the timing of customer well schedules, a majority of the fresh water services revenue is expected in the second half of 2019.

See further discussion of capital expenditures in the "Capital Requirements" section below.

See also a discussion of the EQM IDR Transaction and Bolt-on Acquisition in Notes 2 and 3, respectively, to the condensed consolidated financial statements.

See "Critical Accounting Policies and Estimates" included in the Company's Annual Report on Form 10-K for the year ended December 31, 2018 for a discussion of the Company's accounting policies and significant assumptions related to the accounting for goodwill, and the Company's policies and processes with respect to impairment reviews for goodwill. The Company did not identify an impairment indicator related to goodwill during the first quarter of 2019. Management will continue to monitor and evaluate the factors underlying the fair market value of acquired businesses over the course of the year to determine if any interim assessments are necessary and will take any additional impairment charges required.

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Capital Resources and Liquidity

The Company's principal liquidity requirements are to finance EQM's operations, fund EQM's capital expenditures, potential acquisitions and other strategic transactions and capital contributions to joint ventures, including the MVP Joint Venture, pay cash dividends and distributions and satisfy any indebtedness obligations. The Company's ability to meet these liquidity requirements will depend on the amount and timing of distributions received from EQM, EQM's ability to generate cash in the future and the Company's and EQM's ability to raise capital in banking, capital and other markets. The Company's available sources of liquidity include cash from quarterly cash distributions from EQM, borrowings under its and EQM's respective credit facilities, cash on hand, debt offerings and issuances of additional equity interests, including shares of the Company or limited partner interests of EQM. Pursuant to the Tax Matters Agreement (defined in Note 7 to the consolidated financial statements), the Company is subject to certain restrictions related to certain corporate actions, including restrictions related to the issuance of Company and EQM securities beyond certain thresholds as set forth in the Tax Matters Agreement. See "We and EQM 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." under "Risk Factors – Risks Related to the Separation" included in "Item 1A. Risk Factors" in the Company's Annual Report on Form 10-K for the year ended December 31, 2018. EQM is not forecasting any public equity issuance for currently anticipated organic growth projects.

Operating Activities

Net cash flows provided by operating activities were $122.2 million for the three months ended March 31, 2019 compared to $294.7 million for the three months ended March 31, 2018. The decrease was primarily driven by the timing of working capital payments, including higher interest payments.

Investing Activities

Net cash flows used in investing activities were $352.6 million for the three months ended March 31, 2019 compared to $286.5 million for the three months ended March 31, 2018. The increase was primarily attributable to increased capital contributions to the MVP Joint Venture and increased capital expenditures as further described in "Capital Requirements" and increased capital contributions to the MVP Joint Venture consistent with construction on the MVP and MVP Southgate projects.

Financing Activities

Net cash flows provided by financing activities were $15.3 million for the three months ended March 31, 2019 compared to net cash flows provided by financing activities of $37.1 million for the three months ended March 31, 2018. For the three months ended March 31, 2019, the primary sources of financing cash flows were net borrowings on the Company's and EQM's credit facilities offset by the purchase of EQGP common units, payments on the Company's and EQM's credit facility borrowings, payment of dividends and distributions to noncontrolling interest unitholders. For the three months ended March 31, 2018, the primary sources of financing cash flows were proceeds from credit facility borrowings offset by payments on credit facility borrowings, distributions paid to noncontrolling interest unitholders and distributions to EQT.

Capital Requirements

The gathering, transmission and storage and water services businesses are capital intensive, requiring significant investment to develop new facilities and to maintain and upgrade existing operations. 

	Three Months Ended March 31,
	2019		2018
	(Thousands)
Expansion capital expenditures (a)	$	176,509	$	148,077
Maintenance capital expenditures	9,428		7,365
Headquarters capital expenditures	3,396		—
Total capital expenditures (b)	189,333		155,442

(a) Expansion capital expenditures do not include capital contributions made to the MVP Joint Venture for the MVP and MVP Southgate projects of $144.8 million and $117.0 million for the three months ended March 31, 2019 and 2018, respectively.

(b) The Company accrues capital expenditures when the work has been completed but the associated bills have not been paid. Accrued capital expenditures are excluded from the statements of condensed consolidated cash flows until they are paid. See Note 5 to the condensed consolidated financial statements.

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Expansion capital expenditures increased by $28.4 million for the three months ended March 31, 2019 compared to the three months ended March 31, 2018 primarily due to increased spending on the Hammerhead project and various wellhead gathering expansion projects.

Maintenance capital expenditures increased by $2.1 million for the three months ended March 31, 2019 compared to the three months ended March 31, 2018 primarily as a result of higher assets in service and timing of ongoing maintenance projects.

For the remainder of 2019, EQM expects to make capital contributions to the MVP Joint Venture of approximately $0.7 billion depending on the timing of the construction of the MVP and MVP Southgate projects. Expansion capital expenditures are expected to be approximately $0.9 billion and maintenance capital expenditures are expected to be approximately $56 million, net of reimbursements. The Company's future capital investments may vary significantly from period to period based on the available investment opportunities and the timing of the construction of the MVP, MVP Southgate and other projects. Maintenance capital expenditures are also expected to vary quarter to quarter. The Company expects to fund future capital expenditures primarily through cash on hand, cash generated from EQM's operations, borrowings under its credit facilities, borrowings under EQM's credit facilities, debt offerings and issuances of additional equity interests. EQM is not forecasting any public equity issuance for currently anticipated organic growth projects. The Company does not forecast capital expenditures associated with potential projects that are not committed as of the filing of this Quarterly Report on Form 10-Q.

Credit Facility Borrowings

See Note 9 to the condensed consolidated financial statements for discussion of the Company's and EQM's credit facilities.

Security Ratings

The table below sets forth the credit ratings for debt instruments of the Company and EQM at March 31, 2019.

	Equitrans Midstream		EQM
	Term Loan B		Senior Notes
Rating Service	Rating	Outlook	Rating	Outlook
Moody's	Ba3	Stable	Ba1	Stable
S&P	BB	Negative	BBB-	Negative
Fitch	BB	Negative	BBB-	Negative

The Company's and EQM's credit ratings are subject to revision or withdrawal at any time by the assigning rating organization and each rating should be evaluated independently of any other rating. The Company and EQM cannot ensure that a rating will remain in effect for any given period of time or that a rating will not be lowered or withdrawn entirely by a credit rating agency if, in its judgment, circumstances so warrant, including in connection with the MVP project. For example, on March 22, 2019, S&P affirmed EQM’s BBB- credit rating but revised EQM’s credit rating outlook from stable to negative, citing uncertainty around the completion of the MVP project, the MVP project’s increased costs and pressure placed on EQM’s credit measures and balance sheet. If any credit rating agency downgrades EQM's ratings, EQM's access to the capital markets may be limited, borrowing costs could increase, 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, and the potential pool of investors and funding sources may decrease. In order to be considered investment grade, a company must be rated Baa3 or higher by Moody's, BBB- or higher by S&P, or BBB- or higher by Fitch. Anything below these ratings, including all of the Company's credit ratings and EQM's current credit rating of Ba1 by Moody's, are considered non-investment grade.

Commitments and Contingencies

In the ordinary course of business, various legal and regulatory claims and proceedings are pending or threatened against the Company and its subsidiaries, including EQM. While the amounts claimed may be substantial, the Company and EQM are unable to predict with certainty the ultimate outcome of such claims and proceedings. The Company and EQM accrue legal and other direct costs related to loss contingencies when incurred. Each of the Company and EQM, as applicable, establishes reserves whenever it believes it to be appropriate for pending matters. Furthermore, after consultation with counsel and considering available insurance, the Company believes that the ultimate outcome of any matter currently pending against it or EQM will not materially affect its business, financial condition, results of operations, liquidity or ability to pay dividends to its shareholders.

See "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 EQM's

35

ability to achieve the expected investment return on the project" under "Item 1A. Risk Factors – Risks Related to EQM's Business" in the Company's Annual Report Form on 10-K for the year ended December 31, 2018 and "Item 1. Legal Proceedings" for discussion of litigation and regulatory proceedings related to the MVP project.

See Note 13 to the Company's annual consolidated financial statements for further discussion of the Company's commitments and contingencies.

Off-Balance Sheet Arrangements

See Note 8 to the condensed consolidated financial statements for discussion of the MVP Joint Venture guarantee.

Dividend

On April 23, 2019, the Board declared a cash dividend for the first quarter of 2019 of $0.45 per share payable on May 23, 2019 to shareholders of record at the close of business on May 14, 2019.

See Note 2 to the condensed consolidated financial statements for discussion of EQM distributions.

Critical Accounting Policies and Estimates

The Company's critical accounting policies are described in Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations" contained in the Company's Annual Report on Form 10-K for the year ended December 31, 2018 as filed with the SEC on February 14, 2019. Any new accounting policies or updates to existing accounting policies as a result of new accounting pronouncements have been included in the notes to the Company's condensed consolidated financial statements in Part I, Item 1 of this Quarterly Report on Form 10-Q for the period ended March 31, 2019. The application of the Company's critical accounting policies may require management to make judgments and estimates about the amounts reflected in the consolidated financial statements. Management uses historical experience and all available information to make these estimates and judgments. Different amounts could be reported using different assumptions and estimates.

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Item 3. Quantitative and Qualitative Disclosures About Market Risk

Interest Rate Risk. Changes in interest rates affect the amount of interest the Company earns on cash, cash equivalents and short-term investments and the interest rates the Company pays on borrowings under its credit facilities. The Equitrans Midstream Credit Facility and Term Loan Credit Agreement (each defined in Note 9 to the financial statements) both have a variable interest rate and thus expose the Company to fluctuations in market interest rates, which can affect the Company's results of operations and liquidity. Changes in interest rates may affect the distribution rate payable on EQM's Series A Preferred Units after the twentieth distribution period, which could affect the amount of cash EQM has available to make quarterly cash distributions to its other unitholders, including the Company. EQM's senior notes are fixed rate and thus do not expose the Company to fluctuations in market interest rates. Changes in interest rates do affect the fair value of EQM's fixed rate debt. See Notes 9 and 10 for discussion of debt and fair value measurements, respectively. The Company may from time to time hedge the interest on portions of its borrowings under the credit facilities in order to manage risks associated with floating interest rates.

Credit Risk. The Company is exposed to credit risk, which is the risk that it may incur a loss if a counterparty fails to perform under a contract. The Company manages its exposure to credit risk associated with customers through credit analysis, credit approval, credit limits and monitoring procedures. For certain transactions, the Company may request letters of credit, cash collateral, prepayments or guarantees as forms of credit support. Equitrans, L.P.'s FERC tariffs require tariff customers that do not meet specified credit standards to provide three months of credit support; however, the Company is exposed to credit risk beyond this three-month period when its tariffs do not require its customers to provide additional credit support. For some of the Company's more recent long-term contracts associated with system expansions, it has entered into negotiated credit agreements that provide for enhanced forms of credit support if certain credit standards are not met. The Company has historically experienced only minimal credit losses in connection with its receivables. For the three months ended March 31, 2019, approximately 84% of revenues were from investment grade counterparties. The Company is exposed to the credit risk of EQT, its largest customer. In connection with EQM's IPO in 2012, EQT guaranteed all payment obligations, up to a maximum of $50 million, due and payable to Equitrans, L.P., EQM's wholly-owned FERC-regulated subsidiary, by EQT Energy, LLC, one of Equitrans, L.P.'s largest customers and a wholly owned subsidiary of EQT, which guaranty is in effect as of March 31, 2019. The EQT guaranty will terminate on November 30, 2023 unless terminated earlier by EQT upon 10 days' written notice. At March 31, 2019, EQT's public senior debt had an investment grade credit rating. See Note 12 to the Company's Annual Report on Form 10-K for the year ended December 31, 2018 for further discussion of the Company's exposure to credit risk.

Commodity Prices. The Company's business is dependent on the continued availability of natural gas production and reserves in its areas of operation. Low prices for natural gas, including those resulting from regional basis differentials, could adversely affect development of additional reserves and production that is accessible by the Company's pipeline and storage assets, or lower drilling activity, which would decrease demand for the Company's water services. Lower regional natural gas prices could cause producers to determine in the future that drilling activities in areas outside of the Company's current areas of operation are strategically more attractive to them. The Company's customers may reduce capital spending in the future based on commodity prices or other factors. Unless the Company is successful in attracting and retaining new customers, the Company's ability to maintain or increase the capacity subscribed and volumes transported under service arrangements on its transmission and storage system, the volumes gathered on its gathering systems, or the volumes of water provided by its water service business will be dependent on receiving consistent or increasing commitments from its existing customers, including EQT. While EQT has dedicated acreage to the Company and has entered into long-term firm transmission and gathering contracts on the Company's systems, EQT may determine in the future that drilling in the Company's areas of operations is not economical or that drilling in areas outside of the Company's current areas of operations is strategically more attractive to it. EQT is under no contractual obligation to continue to develop its acreage dedicated to the Company.

The Company maintains a stable cash flow profile, with over 50% of its revenue for the three months ended March 31, 2019 generated by firm reservation fees. As a result, the Company believes that short- and medium-term declines in volumes of gas produced, gathered, transported or stored on its systems will not have a significant effect on its results of operations, liquidity, financial position or ability to pay dividends or EQM's ability to pay quarterly cash distributions because these firm reservation fees are paid regardless of volumes supplied to the system by customers. Longer term price declines could have an adverse effect on customer creditworthiness and related ability to pay firm reservation fees under long-term contracts which could affect the Company's results of operations, liquidity or financial position. Additionally, long-term declines in gas production in the Company's areas of operations would limit the Company's growth potential.

Other Market Risks. The Company's credit facility is underwritten by a syndicate of nine financial institutions, each of which is obligated to fund its pro rata portion of any borrowings by the Company. Each lender of the financial institutions in the syndicate holds 11% of the facility. EQM's credit facility is underwritten by a syndicate of 21 financial institutions, each of which is obligated to fund its pro rata portion of any borrowings by EQM. No one lender of the financial institutions in the syndicate holds more than 10% of the facility. The Company's and EQM's large syndicate groups and relatively low percentage of participation by each lender is expected to limit the Company's and EQM's exposure to disruption or consolidation in the banking industry.

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Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures. Under the supervision and with the participation of management, including the Company’s Principal Executive Officer and Principal Financial Officer, an evaluation of the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended (Exchange Act)), was conducted as of the end of the period covered by this report. Based on that evaluation, the Principal Executive Officer and Principal Financial Officer concluded that the Company’s disclosure controls and procedures were effective as of the end of the period covered by this report.

Internal Control over Financial Reporting. The SEC, as required by Section 404 of the Sarbanes-Oxley Act of 2002, adopted rules that generally require every company that files reports with the SEC to include in their annual reports a report of management on the company's internal control over financial reporting and the registered public accounting firm's attestation report. Based on transition period relief established by the SEC rules that are applicable to new public companies, the Company is not required to include a report of management on the Company's internal control over financial reporting or the Company's registered public accounting firm's attestation report as part of an annual report until the filing of our Annual Report on Form 10-K for the year ending December 31, 2019. In its Annual Report on Form 10-K for the year ending December 31, 2019, management and the Company's independent registered public accounting firm will be required to provide an assessment as to the effectiveness of the Company's internal control over financial reporting.

Changes in Internal Control over Financial Reporting. There were no changes in the Company's internal control over financial reporting (as such term is defined in Rule 13a-15(f) under the Exchange Act) that occurred during the first quarter of 2019 that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.

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PART II.  OTHER INFORMATION

Item 1. Legal Proceedings

In the ordinary course of business, various legal and regulatory claims and proceedings are pending or threatened against the Company and its subsidiaries, including EQM. While the amounts claimed may be substantial, the Company and EQM are unable to predict with certainty the ultimate outcome of such claims and proceedings. The Company and EQM accrue legal and other direct costs related to loss contingencies when incurred. Each of the Company and EQM, as applicable, establishes reserves whenever it believes it to be appropriate for pending matters. Furthermore, after consultation with counsel and considering available insurance, the Company believes that the ultimate outcome of any matter currently pending against it or EQM will not materially affect its business, financial condition, results of operations, liquidity or ability to pay dividends to its shareholders.

Environmental Proceedings

Consent Orders, Beta Pipeline Project, Greene County, PA, and Barracuda Pipeline Project, Washington County, PA. The Pennsylvania Department of Environmental Protection (PADEP) issued multiple notices of violation (NOVs) to EQM related to the Beta Pipeline Project for construction, sediment and erosion control issues and failure to implement required corrective actions during the period of November 2017 to April 2018. The PADEP also issued multiple NOVs to EQM related to a sediment slip in mid-2018 on the Barracuda Pipeline Project that impacted a surface water stream. EQM and the PADEP reached a settlement in which EQM agreed to pay a collective amount of $1.6 million for both matters and conduct required corrective actions. All amounts have been paid and consent orders signed with the PADEP.

Administrative Order, Swarts Storage Field, Greene County, PA. On December 26, 2018, EQM received an administrative order from the PADEP alleging non-compliance with certain regulations and failure to submit required information regarding encroaching mining operations in the storage field and authorizing the PADEP to shut down the storage field. EQM believes that it has substantially complied with the regulations, has complied with the PADEP information requests, and objects to the factual foundations of the administrative order. On January 10, 2019, the PADEP issued a letter suspending the portion of the administrative order that purported to authorize the PADEP to shut down the storage field. The administrative order does not contain a penalty assessment; however, resolution of the matter may include imposition of operational constraints. On January 25, 2019, EQM filed an administrative appeal on the PADEP's order to preserve its rights in any future proceedings. No reserve has been established for this matter.

Consent Order, Legacy Ohio Pipeline - Multiple Locations in Ohio. The Ohio Environmental Protection Agency (OEPA) has issued NOVs to EQM that encompass fill violations and/or storm water (sedimentation) violations incurred during the ownership of the Legacy Ohio pipeline by EQM's predecessor entities. The NOVs allege violations related to state storm water permits and state and federal clean water laws. EQM addressed the violations with agency oversight and cooperated with the OEPA to proactively address future corrective actions. EQM has agreed to pay $300,000 and all amounts have been paid and consent orders signed with the OEPA.

MVP Matters

The MVP Joint Venture is currently defending certain agency actions and judicial challenges to the MVP that must be resolved favorably before the project can be completed, including the following:

• Sierra Club, et al. v. U.S. Army Corps of Engineers, et al., consolidated under Case No. 18-1173, Fourth Circuit Court of Appeals (Fourth Circuit). In February 2018, the Sierra Club filed a lawsuit in the Fourth Circuit against the U.S. Army Corps of Engineers (the U.S. Army Corps). The lawsuit challenges the verification by the Huntington District of the U.S. Army Corps that Nationwide Permit 12, which generally authorizes discharges of dredge or fill material into waters of the United States and the construction of pipelines across such waters under Section 404 of the Clean Water Act, could be utilized in the Huntington District (which covers all but the northernmost area of West Virginia) for the MVP project. The crux of Sierra Club's position was that the MVP Joint Venture, pursuant to its FERC license, planned to use a certain methodology (dry open cut creek crossing methodology) to construct the pipeline across streams in West Virginia that would take considerably longer than the 72 hours allowed for such activities pursuant to the terms of West Virginia's Clean Water Act Section 401 certification for Nationwide Permit 12. A three-judge panel of the Fourth Circuit agreed with the Sierra Club and on October 2, 2018, issued a preliminary order stopping the construction in West Virginia of that portion of the pipeline that is subject to Nationwide Permit 12. Following the issuance of the court's preliminary order, the U.S. Army Corps' Pittsburgh District (which had also verified use of Nationwide Permit 12 by MVP in the northern corner of West Virginia) suspended its verification that allowed the MVP Joint Venture to use Nationwide Permit 12 for stream and wetlands crossings in northern West Virginia. On November 27, 2018, the Fourth Circuit panel issued its final decision vacating the Huntington District's verification of

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the use of Nationwide Permit 12 in West Virginia. As a consequence, unless and until West Virginia revises its Section 401 certification for Nationwide Permit 12 (an administrative process presently underway as described below) and the U.S. Army Corps Huntington and Pittsburgh Districts re-verify the MVP Joint Venture's use of Nationwide Permit 12, or the MVP Joint Venture secures an individual Section 404 permit with the concurrence of both Districts, the MVP Joint Venture cannot perform any construction activities in any streams and wetlands in West Virginia. The administrative proceeding described below is addressing the issues raised by the Court.

• WVDEP Rulemaking Proceedings - Section 401 Nationwide Permit. On April 13, 2017, the West Virginia Department of Environmental Protection (WVDEP) issued a 401 Water Quality Certification for the U.S. Army Corps Nationwide Permits. In August 2018, the WVDEP initiated an administrative process to revise this certification and requested public comment to, among other things, specifically revise the 72-hour limit for stream crossings noted as problematic by the Fourth Circuit as well as other conditions. The WVDEP issued a new notice and comment period for further modifications of the 401 certification. This notice and comment period ended on March 4, 2019. The full administrative process requires notice and opportunity for public comment, response to public comment, and adherence to the state's administrative procedures legislation. The WVDEP is also required to obtain the EPA's agreement to the modified 401 certification. Assuming that the WVDEP's administrative process results in the clarification or elimination of any problematic conditions, and the EPA's agreement is secured, the MVP Joint Venture anticipates that it will once again secure from the U.S. Army Corps Districts within West Virginia verification that its activities, including stream crossings, may proceed under Nationwide Permit 12 as re-certified by the WVDEP. The MVP Joint Venture expects that reverification to occur within the first half of 2019. The notice and comment period ended on March 4, 2019. On April 24, 2019, the WVDEP submitted the modification to the EPA for approval and provided notice to the U.S. Army Corps. However, the MVP Joint Venture cannot guarantee that the EPA or the U.S. Army Corps Districts will act promptly or be deemed to have acted properly if challenged, in which case re-verification may be delayed past the first half of 2019.

• Sierra Club, et al. v. U.S. Army Corps of Engineers et al., Case No. 18-1713, Fourth Circuit Court of Appeals. In June 2018, the Sierra Club filed a second petition in the Fourth Circuit against the U.S. Army Corps, seeking review and a stay of the U.S. Army Corps Norfolk District's decision to verify the MVP Joint Venture's use of Nationwide Permit 12 for stream crossings in Virginia. The Fourth Circuit denied the Sierra Club's request for a stay on August 28, 2018. On October 5, 2018, the U.S. Army Corps' Norfolk District suspended its verification under Nationwide Permit 12 for stream crossings in Virginia pending the resolution of the West Virginia proceedings outlined above. On December 10, 2018, the U.S. Army Corps filed a motion to place the case in abeyance which the court granted on January 9, 2019. Until the U.S. Army Corps lifts its suspension, the MVP Joint Venture cannot perform any construction activities in any streams and wetlands in Virginia.

• Sierra Club, et al. v. U.S. Forest Service, et al., consolidated under Case No. 17-2399, Fourth Circuit Court of Appeals. In a different Fourth Circuit appeal filed in December 2017, the Sierra Club challenged a Bureau of Land Management (BLM) decision to grant a right-of-way to the MVP Joint Venture and a U.S. Forest Service (USFS) decision to amend its management plan to accommodate MVP, both of which affect the MVP's 3.6-mile segment in the Jefferson National Forest in Virginia. On July 27, 2018, agreeing in part with the Sierra Club, the Fourth Circuit vacated the BLM and USFS decisions, finding fault with the USFS' analysis of erosion and sedimentation effects and the BLM's analysis of the practicality of alternate routes. On August 3, 2018, citing the court's vacatur and remand, the FERC issued a stop work order for the entire pipeline pending the agency actions on remand. The FERC modified its stop work order on August 29, 2018 to allow work to continue on all but approximately 25 miles of the project. The MVP Joint Venture has resumed construction of those portions of the pipeline. On October 10, 2018, the Fourth Circuit granted a petition for rehearing filed by the MVP Joint Venture for the limited purpose of clarifying that the July 27, 2018, order did not vacate the portion of the BLM's Record of Decision authorizing a right-of-way and temporary use permit for MVP to cross the Weston and Gauley Bridge Turnpike Trail in Braxton County, West Virginia. On October 15, 2018, the MVP Joint Venture filed with the FERC a request to further modify the August 3, 2018 stop work order to allow the MVP Joint Venture to complete the bore and install the pipeline under the Weston and Gauley Bridge Turnpike Trail. On October 24, 2018, the FERC granted the MVP Joint Venture's request to further modify the stop work order and authorize construction. The MVP Joint Venture has resumed construction of those portions of the pipeline. However, work on the 3.6-mile segment in the Jefferson National Forest must await a revised authorization, which the MVP Joint Venture is working to obtain.

• Challenges to FERC Certificate, Court of Appeals for the District of Columbia Circuit (DC Circuit). Multiple parties have sought judicial review of the FERC's order issuing a certificate of convenience and necessity to the MVP Joint Venture and/or the exercise by the MVP Joint Venture of eminent domain authority. There are multiple consolidated petitions before the DC Circuit seeking direct review of the FERC order under the Natural Gas Act in Appalachian Voices, et al. v. FERC, et al., consolidated under Case No. 17-1271. Those petitioners requested a stay of the FERC's

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order pending the resolution of the petitions, which the FERC and the MVP Joint Venture opposed. The DC Circuit denied the request for a stay on August 30, 2018. On February 19, 2019, the DC Circuit issued an order rejecting the challenges to the FERC’s order issuing a certificate of convenience and necessity to the MVP Joint Venture and certain challenges to the exercise by MVP of eminent domain authority. No petitions for rehearing or petitions for rehearing en banc were filed by the April 5, 2019 deadline. The mandate was issued on April 17, 2019. Another group of parties filed a complaint in the U.S. District Court for the District of Columbia asserting that the FERC's order issuing certificates is unlawful on constitutional and other grounds in Bold Alliance, et al. v. FERC, et al., Case No. 1:17-cv-01822-RJL. The district court plaintiffs seek declaratory relief as well as an injunction preventing the MVP Joint Venture from developing its project or exercising eminent domain authority. In December 2017 and January 2018, the FERC and the MVP Joint Venture, respectively, moved to dismiss the petitions for lack of subject matter jurisdiction. The court granted the motion and dismissed this complaint on September 28, 2018. On October 26, 2018, plaintiffs appealed to the DC Circuit in Bold Alliance, et al. v. FERC, et al., Case No. 18-5322. On December 3, 2018, the FERC, as appellee, filed a joint motion with the appellants to hold Case No. 18-5322 in abeyance pending completion of the ongoing appeals of the final agency orders related to the MVP certificate in consolidated Case No. 17-1271 and Atlantic Coast Pipeline’s certificate. The MVP Joint Venture filed a motion to dismiss the case as to some of the plaintiffs. On February 15, 2019, the DC Circuit entered an order holding this appeal in abeyance pending rulings on the appeals from the FERC proceedings. If this challenge were successful, it could result in the MVP Joint Venture's certificate of convenience and necessity being vacated and/or additional proceedings before the FERC, the outcome of which EQM cannot predict.

• Mountain Valley Pipeline, LLC v. 6.56 Acres of Land et al., Case No. 18-1159, Fourth Circuit Court of Appeals. Several landowners have filed challenges in various U.S. District Courts to the condemnation proceedings by which the MVP Joint Venture obtained access to their property. In each case, the district court found that the MVP Joint Venture was entitled to immediate possession of the easements, and the landowners appealed to the Fourth Circuit. The Fourth Circuit consolidated these cases and held oral argument in September 2018. On February 5, 2019, the Fourth Circuit issued an opinion affirming the decisions of the U.S. District Courts granting the MVP Joint Venture immediate access for construction of the pipeline. On March 15, 2019, the Fourth Circuit issued another opinion finding that the MVP Joint Venture did not have to condemn the interest of coal owners, nor are coal owners entitled to assert claims in the condemnation proceedings for lost coal on tracts for which they do not own a surface interest being condemned.

• Greenbrier River Watershed Ass’n v. WVDEP, Circuit Court of Summers County, West Virginia. In August 2017, the Greenbrier River Watershed Association appealed the MVP Joint Venture's Natural Stream Preservation Act Permit obtained from the West Virginia Environmental Quality Board (WVEQB) for the Greenbrier River crossing. Petitioners alleged that the issuance of the permit failed to comply with West Virginia's Water Quality Standards for turbidity and sedimentation. WVEQB dismissed the appeal in June 2018. In July 2018, the Greenbrier River Watershed Association appealed the decision to the Circuit Court of Summers County, asking the court to remand the permit with instructions to impose state-designated construction windows and pre- and post-construction monitoring requirements as well as a reversal of the WVEQB's decision that the permit was lawful. On September 18, 2018, the Circuit Court granted a stay. A hearing on the merits was held on October 23, 2018. The court has not yet issued a decision. In the event of an adverse decision, the MVP Joint Venture would appeal or work with the WVDEP to attempt to resolve the issues identified by the court.

• WVDEP Consent Order. On March 19, 2019, the West Virginia DEP (WVDEP) issued 26 notices of violation to MVP for various construction and sediment and erosion control issues in 2018. MVP and WVDEP have reached a tentative settlement agreement which will be documented as an administrative consent order for MVP to pay $0.3 million in penalties. Upon execution, the consent order will be subject to a state mandated 30-day public comment period. In addition to payment of assessed penalties, MVP is required to submit a corrective action plan to resolve any outstanding permit compliance matters.

• Sierra Club et al. v. U.S. Dep’t of Interior et al., Case No. 18-1082, Fourth Circuit Court of Appeals. On August 6, 2018, the Fourth Circuit held that National Park Service (NPS) acted arbitrarily and capriciously in granting the Atlantic Coast Pipeline (ACP) a right-of-way permit across the Blue Ridge Parkway. Specifically, the Fourth Circuit found that the permit cited the wrong source of legal authority and the NPS failed to make a “threshold determination that granting the right-of-way is ‘not inconsistent with the use of such lands for parkway purposes’ and the overall National Park System to which it belongs.” Even though MVP is not named in the ACP litigation, the MVP route crosses the Blue Ridge Parkway roughly midway between mileposts 246 and 247 of the pipeline route and implicates some the same deficiencies addressed by the Court. MVP elected to request that the NPS temporarily suspend its Blue Ridge Parkway permit until the deficiencies identified in the ACP litigation are resolved. While the MVP and ACP rights-of-way share some of the same regulatory issues, unlike ACP the portion of the MVP pipeline that crosses the

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Blue Ridge Parkway is completely constructed. NPS granted MVP the ability to continue final restoration efforts on that portion of the pipeline during the course of the suspended permit. MVP is working with the NPS to address MVP-related right-of-way issues.

Other Proceedings that May Affect the MVP Project

• Cowpasture River Preservation Association, et al. v. U.S. Forest Service, et al., Case No. 18-1144, Fourth Circuit Court of Appeals. On December 13, 2018, in an unrelated case involving the Atlantic Coast Pipeline, the Fourth Circuit held that the Forest Service, which is part of the Department of Agriculture, lacked the authority to grant rights-of-way for oil and gas pipelines to cross the Appalachian Trail. Although the MVP Joint Venture obtained its grant to cross the Appalachian Trail from the BLM, a part of the Department of Interior, the rationale of the Fourth Circuit's opinion could apply to the BLM as well. On February 25, 2019, the Fourth Circuit denied Atlantic Coast Pipeline’s petition for en banc rehearing. The MVP Joint Venture anticipates that the Atlantic Coast Pipeline will file an appeal with the United States Supreme Court. The MVP Joint Venture is pursuing multiple options to address the Appalachian Trail issue, including but not limited to, administrative and legislative options.

• Grand Jury Subpoena. On January 7, 2019, the MVP Joint Venture received a letter from the U.S. Attorney's Office for the Western District of Virginia stating that it and the EPA are investigating potential criminal and/or civil violations of the Clean Water Act and other federal statutes as they relate to the construction of the MVP. The January 7, 2019 letter requested that the MVP Joint Venture and its members, contractors, suppliers and other entities involved in the construction of the MVP preserve documents related to the MVP generated from September 1, 2018 to the present. In a telephone call on February 4, 2019, the U.S. Attorney's Office confirmed that it has opened a criminal investigation. On February 11, 2019, the MVP Joint Venture received a grand jury subpoena from the U.S. Attorney's Office for the Western District of Virginia requesting certain documents related to the MVP from August 1, 2018 to the present. The MVP Joint Venture is complying with the letter and subpoena but cannot predict whether any action will ultimately be brought by the U.S. Attorney's Office or what the outcome of such an action would be. The MVP Joint Venture began a rolling production of documents responsive to the subpoena after the U.S. Attorney’s office narrowed its subpoena inquiry to five farms in Virginia containing 20 streams or wetlands.

• Paylor et al. v. Mountain Valley Pipeline, LLC, Case No. CL18-4874-00, Circuit Court of Henrico County. On December 7, 2018, the Virginia Department of Environmental Quality and the State Water Control Board filed a lawsuit against the MVP Joint Venture in the Circuit Court of Henrico County alleging violations of Virginia's State Water Control Law, Water Resources and Wetlands Protection Program, and Water Protection Permit Program Regulations at sites in Craig, Franklin, Giles, Montgomery and Roanoke Counties, Virginia. The MVP Joint Venture answered the suit on January 11, 2019, stating that it does not admit and will contest the allegations. The MVP Joint Venture has initiated settlement negotiations to resolve this matter. The MVP Joint Venture anticipates that a resolution could result in penalties and injunctive relief designed to assure compliance with relevant environmental laws and regulations. Shortly after the filing of this suit, the Virginia State Water Control Board (VSWCB) voted to reconsider/schedule a hearing to revoke MVP's Clean Water Act Section 401 certification. On March 1, 2019, the VSWCB voted unanimously to end its consideration of whether to revoke MVP’s Clean Water Act Section 401 Certification.

Item 1A. Risk Factors

There have been no material changes from the risk factors previously disclosed in the Company's Annual Report on Form 10-K for the year ended December 31, 2018 other than the risks described below.

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

We beneficially own 117,245,455 EQM common units and 7,000,000 EQM Class B units, all of which are unregistered and restricted securities, within the meaning of Rule 144 under the Securities Act of 1933, as amended (the Securities Act). Unless we exercise our registration rights with respect to our EQM common units, we will be limited in our ability to sell our EQM common units in the public market.

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 a joint venture relating to Eureka Midstream Holdings, LLC 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. Because EQM does not control all of the decisions of the MVP Joint Venture or the joint venture relating to Eureka Midstream Holdings, LLC, it may be difficult or

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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. For example, EQM cannot unilaterally cause the distribution of cash by the MVP Joint Venture. 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, the joint venture relating to Eureka Midstream Holdings, LLC 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.

A downgrade of EQM's credit ratings, including in connection with the MVP project, 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, including for reasons relating to the MVP project, 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, S&P and Fitch were Ba1, BBB- and BBB-, respectively, as of

March 31, 2019. On March 22, 2019, S&P affirmed EQM’s BBB- credit rating but revised EQM’s credit rating outlook from stable to negative, citing uncertainty around the completion of the MVP project, the MVP project’s increased costs and pressure placed on EQM’s credit measures and balance sheet. 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 of 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.

EQM’s Series A Preferred Units have rights, preferences and privileges that are not held by, and are preferential to the rights of, holders of EQM common units.

EQM’s Series A Perpetual Convertible Preferred Units representing limited partner interests in EQM (the “EQM Series A Preferred Units”) rank senior to the EQM common units with respect to distribution rights and rights upon liquidation. These preferences could adversely affect the market price for EQM common units or could make it more difficult for EQM to sell EQM common units in the future.

In addition, until the conversion of the EQM Series A Preferred Units into EQM common units or their redemption in connection with a change of control, holders of the EQM Series A Preferred Units will receive cumulative quarterly distributions initially at a fixed rate of $1.0364 per EQM Series A Preferred Unit per quarter for the first twenty distribution periods (the “initial distribution period”) and thereafter at a floating rate based on a spread to the 3-month LIBOR as of the second banking day prior to the beginning of the applicable distribution period. EQM will not be entitled to pay any distributions on any junior securities, including any of the EQM common units, prior to paying the quarterly distribution payable on the EQM Series A Preferred Units, including any previously accrued and unpaid distributions. In addition, because the distribution rate on the EQM Series A Preferred Units will become a floating rate following the initial distribution period, EQM is unable to predict the amount of such distributions. EQM’s obligation to pay distributions on the EQM Series A Preferred Units could impact EQM’s liquidity and reduce the amount of cash flow available for working capital, capital expenditures, growth opportunities, acquisitions and other general partnership purposes. EQM’s obligations to the holders of the EQM Series A Preferred Units could also limit EQM’s ability to obtain additional financing or increase its borrowing costs, which could have an adverse effect on EQM’s financial condition.

The terms of the EQM Series A Preferred Units contain covenants that may limit EQM’s business flexibility.

The terms of the EQM Series A Preferred Units contain covenants preventing EQM from taking certain actions without the approval of the holders of two-thirds (66²/₃%) of the outstanding EQM Series A Preferred Units, voting as a separate class. The need to obtain the approval of holders of the EQM Series A Preferred Units before taking these actions could impede EQM’s ability to take certain actions that management or the Board of Directors of the EQM general partner may consider to be in the best interests of EQM’s unitholders.

The affirmative vote of two-thirds (66²/₃%) of the outstanding EQM Series A Preferred Units, voting as a separate class, is necessary to, among other things, (i) amend EQM’s partnership agreement or certificate of limited partnership in any manner that is adverse (other than in a de minimis manner) to any of the rights, preferences and privileges of the EQM Series A

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Preferred Units, (ii) issue any additional EQM Series A Preferred Units or any class or series of partnership interests that, with respect to distributions on such partnership interests or distributions in respect of such partnership interests upon the liquidation, dissolution and winding up of EQM, rank equal to or senior to the EQM Series A Preferred Units, subject to certain exceptions, (iii) reduce the distribution amount applicable to the EQM Series A Preferred Units, change the form of payment of distributions on the EQM Series A Preferred Units, defer the date from which distributions on the EQM Series A Preferred Units will accrue, cancel any accrued and unpaid distributions on the EQM Series A Preferred Units or any interest accrued thereon (including any unpaid distributions or partial distributions on the EQM Series A Preferred Units), or change the seniority rights of the EQM Series A Preferred Units as to the payment of distributions in relation to the holders of any other class or series of partnership interests in EQM, (iv) reduce the amount payable or change the form of payment to the record holders of the EQM Series A Preferred Units upon the voluntary or involuntary liquidation, dissolution or winding up, or sale of all or substantially all of the assets, of EQM, or change the seniority of the liquidation preferences of the record holders of the EQM Series A Preferred Units in relation to the rights of the holders of any other class or series of partnership interests in EQM upon the liquidation, dissolution and winding up of EQM or (v) make the EQM Series A Preferred Units redeemable or convertible at the option of EQM other than as set forth in EQM’s partnership agreement.

Upon conversion of the EQM Series A Preferred Units, holders may receive less valuable consideration than expected because the value of EQM common units may decline after such holders exercise their conversion right but before EQM settles its conversion obligation.

Each holder of the EQM Series A Preferred Units may elect to convert all or any portion of the EQM Series A Preferred Units owned by it into EQM common units initially on a one-for-one basis, subject to customary anti-dilution adjustments and an adjustment for any distributions that have accrued but not been paid when due and partial period distributions (referred to as the “conversion rate”), at any time (but not more often than once per fiscal quarter) after April 10, 2021 (or upon the earlier liquidation, dissolution or winding up of EQM), provided that any conversion is for at least $30 million (calculated based on the closing price of the EQM common units on the trading day preceding notice of the conversion) or such lesser amount if such conversion relates to all of a holder’s remaining EQM Series A Preferred Units.

EQM may elect to convert all or any portion of the EQM Series A Preferred Units into EQM common units at any time (but not more often than once per quarter) after April 10, 2021 if (i) the EQM common units are listed for, or admitted to, trading on a national securities exchange, (ii) the closing price per EQM common unit on the national securities exchange on which the EQM common units are listed for, or admitted to, trading exceeds $68.28 for the 20 consecutive trading days immediately preceding notice of the conversion, (iii) the average daily trading volume of the EQM common units on the national securities exchange on which the EQM common units are listed for, or admitted to, trading exceeds 500,000 EQM common units for the 20 consecutive trading days immediately preceding notice of the conversion, (iv) EQM has an effective registration statement on file with the SEC covering resales of the EQM common units to be received by such holders upon any such conversion and (v) EQM has paid all accrued quarterly distributions in cash to the holders.

Any conversion of EQM Series A Preferred Units to EQM common units, whether at the holders’ election or at EQM’s election, would increase the number of EQM common units outstanding, which in turn may impact the amount of any distributions paid in respect of the EQM common units.

In addition, converting holders of the EQM Series A Preferred Units will be exposed to fluctuations in the value of EQM common units during the period from the date such holder surrenders EQM Series A Preferred Units for conversion until the date EQM settles its conversion obligation. Upon conversion, EQM will be required to deliver EQM common units no later than two business days (in the case of a conversion initiated by the holders) or five business days (in the case of a conversion initiated by EQM) following the applicable date on which notice of such conversion was delivered. Accordingly, if the price of EQM common units decreases during this period, the value of the EQM common units that holders of the EQM Series A Preferred Units receive will be adversely affected and would be less than the conversion value of the EQM Series A Preferred Units on the applicable notice date.

EQM may issue additional EQM common units and, subject to certain limitations, other equity interests ranking equal or junior to the EQM Series A Preferred Units without unitholder approval, which would dilute the existing ownership interests of EQM’s common unitholders.

EQM’s partnership agreement does not limit the number of additional limited partner interests that, with respect to distributions on such partnership interests and distributions upon the liquidation, dissolution and winding up of EQM, rank junior to the EQM Series A Preferred Units, including the EQM common units and Class B units, thatEQM may issue at any time without the approval of its unitholders. Subject to certain limited exceptions, the issuance of additional EQM Series A Preferred Units and partnership interests that rank equal to or senior to the EQM Series A Preferred Units requires the consent of the holders of

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two-thirds (66²/₃%) of the outstanding EQM Series A Preferred Units.The issuance by EQM of additional EQM common units or other equity securities of equal or senior rank will have the following effects:

• EQM’s existing unitholders' proportionate ownership interest in EQM will decrease;

• the amount of distributable cash flow on each unit may decrease;

• the ratio of taxable income to distributions may increase;

• the relative voting strength of each previously outstanding unit may be diminished; and

• the market price of EQM common units may decline.

Integration of businesses or assets acquired by EQM in past or future acquisitions with its existing business will be a complex and time-consuming process. A failure to successfully integrate the acquired business or assets with EQM’s existing business in a timely manner may have a material adverse effect on EQM’s business, financial condition, results of operations or cash available for distribution to its unitholders.

The difficulties of integrating past and future acquisitions with EQM’s business include, among other things:

• operating a larger combined organization with assets or operations that may extend into new geographic areas and lines of business;

• integrating gathering systems and other assets, infrastructure and personnel into existing operations, including addressing any new operational focuses or regulatory programs and legacy legal, operational or regulatory challenges of acquired assets or businesses;

• addressing the potential diversion of management’s time and attention away from EQM’s existing business to address integration or other related issues;

• hiring, training or retaining qualified personnel to manage and operate EQM’s growing business and assets;

• addressing the loss of customers or key employees;

• maintaining an effective system of internal controls in compliance with the Sarbanes-Oxley Act of 2002 as well as other regulatory compliance and corporate governance matters; and

• integrating new technology systems for financial reporting.

If any of these risks or other unanticipated liabilities or costs were to materialize, EQM may not realize the desired benefits from past or future acquisitions, which may result in a negative impact to, or a material adverse effect on, EQM’s business, financial condition, results of operations, liquidity and ability to make quarterly cash distributions to its unitholders.

Further, EQM may not be successful in integrating past or future acquisitions into its existing operations within EQM’s anticipated timeframe, which may result in unforeseen operational difficulties and expenses, diminish EQM’s financial performance or require a disproportionate amount of its management’s attention to address. In addition, acquired businesses or assets may perform at levels below the levels EQM anticipated at the time of acquiring such businesses due to factors beyond EQM’s control. As a result, there can be no assurance that EQM’s past or future acquisitions, including EQM’s combination with RMP and EQM’s acquisition of interests in Eureka Midstream Holdings, LLC and Hornet Midstream Holdings, LLC, will deliver the benefits anticipated by EQM, and any failure to create such benefits may result in a negative impact to, or material adverse effect on, EQM’s business, financial condition, results of operations, liquidity and ability to make quarterly cash distributions to its unitholders.

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Item 6. Exhibits

Exhibit No.	Document Description	Method of Filing
2.1	Agreement and Plan of Merger, dated as of February 13, 2019, by and among Equitrans Midstream Corporation, EQM Midstream Services, LLC, EQM Midstream Partners, LP, EQGP Services, LLC, EQGP Holdings, LP and the other parties thereto. Equitrans Midstream Corporation will furnish supplementally a copy of any omitted schedule and similar attachment to the SEC upon request.	Incorporated herein by reference to Exhibit 2.1 to Equitrans Midstream Corporation’s Form 8-K (#001-38629) filed on February 14, 2019.
2.2	Purchase and Sale Agreement, dated as of March 13, 2019, by and between EQM Midstream Partners, LP and North Haven Infrastructure Partners II Buffalo Holdings, LLC. Equitrans Midstream Corporation will furnish supplementally a copy of any omitted schedule and similar attachment to the SEC upon request.	Incorporated herein by reference to Exhibit 2.1 to Equitrans Midstream Corporation’s Form 8-K (#001-38629) filed on March 15, 2019.
3.1	Amended and Restated Bylaws of Equitrans Midstream Corporation.	Incorporated herein by reference to Exhibit 3.1 to Equitrans Midstream Corporation’s Form 8-K (#001-38629) filed on February 8, 2019.
3.2	First Amendment to Second Amended and Restated Agreement of Limited Partnership of EQM Midstream Partners, LP, dated as of February 22, 2019.	Incorporated herein by reference to Exhibit 3.1 to EQM Midstream Partners, LP’s Form 8-K (#001-35574) filed on February 22, 2019.
3.3	Third Amended and Restated Agreement of Limited Partnership of EQM Midstream Partners, LP, dated as of February 22, 2019.	Incorporated herein by reference to Exhibit 3.2 to EQM Midstream Partners, LP’s Form 8-K (#001-35574) filed on February 22, 2019.
3.4	Fourth Amended and Restated Agreement of Limited Partnership of EQM Midstream Partners, LP, dated as of April 10, 2019.	Incorporated herein by reference to Exhibit 3.1 to EQM Midstream Partners, LP’s Form 8-K (#001-35574) filed on April 10, 2019.
3.5	Certificate of Amendment to Certificate of Limited Partnership of EQM Midstream Partners, LP, dated as of February 22, 2019.	Incorporated herein by reference to Exhibit 3.3 to EQM Midstream Partners, LP’s Form 8-K (#001-35574) filed on February 22, 2019.
3.6	First Amendment to Second Amended and Restated Limited Liability Company Agreement of EQGP Services, LLC, dated as of February 22, 2019.	Incorporated herein by reference to Exhibit 3.5 to EQM Midstream Partners, LP’s Form 8-K (#001-35574) filed on February 22, 2019.
10.1	Amended and Restated Confidentiality, Non-Solicitation and Non-Competition Agreement, dated as of January 15, 2019, by and between Equitrans Midstream Corporation and Diana M. Charletta.	Incorporated herein by reference to Exhibit 10.1 to Equitrans Midstream Corporation’s Form 8-K (#001-38629) filed on January 22, 2019.
10.2	Transition Agreement and General Release, dated as of January 3, 2019, with Charlene Petrelli.	Incorporated herein by reference to Exhibit 10.44(b) to Equitrans Midstream Corporation's, Form 10-K (#001-38629) filed on February 14, 2019.
10.3(a)	Convertible Preferred Unit Purchase Agreement, dated as of March 13, 2019, by and among EQM Midstream Partners, LP and the Purchasers party thereto. Equitrans Midstream Corporation will furnish supplementally a copy of any omitted schedule and similar attachment to the SEC upon request.	Incorporated herein by reference to Exhibit 10.1 to Equitrans Midstream Corporation’s Form 8-K (#001-38629) filed on March 15, 2019.

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10.3(b)	Joinder Agreement, dated as of March 18, 2019, by and between EQM Midstream Partners, LP and Kayne Anderson MLP/Midstream Investment Company.	Incorporated herein by reference to Exhibit 10.1 to Equitrans Midstream Corporation’s Form 8-K (#001-38629) filed on March 19, 2019.
10.3(c)	Joinder Agreement, dated as of March 18, 2019, by and between EQM Midstream Partners, LP and Kayne Anderson Midstream/Energy Fund, Inc.	Incorporated herein by reference to Exhibit 10.2 to Equitrans Midstream Corporation’s Form 8-K (#001-38629) filed on March 19, 2019.
10.3(d)	Joinder Agreement, dated as of March 18, 2019, by and between EQM Midstream Partners, LP and Centaurus Capital LP.	Incorporated herein by reference to Exhibit 10.3 to Equitrans Midstream Corporation’s Form 8-K (#001-38629) filed on March 19, 2019.
10.3(e)	Joinder Agreement, dated as of March 18, 2019, by and between EQM Midstream Partners, LP and MTP Energy Opportunities Fund II LLC.	Incorporated herein by reference to Exhibit 10.4 to Equitrans Midstream Corporation’s Form 8-K (#001-38629) filed on March 19, 2019.
10.3(f)	Joinder Agreement, dated as of March 18, 2019, by and between EQM Midstream Partners, LP and MTP Energy Master Fund LLC.	Incorporated herein by reference to Exhibit 10.5 to Equitrans Midstream Corporation’s Form 8-K (#001-38629) filed on March 19, 2019.
10.3(g)	Joinder Agreement, dated as of March 18, 2019, by and between EQM Midstream Partners, LP and Tortoise Direct Opportunities Fund II, LP.	Incorporated herein by reference to Exhibit 10.6 to Equitrans Midstream Corporation’s Form 8-K (#001-38629) filed on March 19, 2019.
10.3(h)	Joinder Agreement, dated as of March 18, 2019, by and between EQM Midstream Partners, LP and Portcullis Partners, LP.	Incorporated herein by reference to Exhibit 10.7 to Equitrans Midstream Corporation’s Form 8-K (#001-38629) filed on March 19, 2019.
10.4	Registration Rights Agreement, dated as of April 10, 2019, by and among EQM Midstream Partners, LP and the Purchasers party thereto. Equitrans Midstream Corporation will furnish supplementally a copy of any omitted schedule and similar attachment to the SEC upon request.	Incorporated herein by reference to Exhibit 4.1 to EQM Midstream Partners, LP’s Form 8-K (#001-35574) filed on April 10, 2019.
10.5	Amended and Restated EQGP Services, LLC 2012 Long-Term Incentive Plan, dated as of February 22, 2019.	Incorporated herein by reference to Exhibit 10.1 to EQM Midstream Partners, LP's Form 8-K (#001-35574) filed on February 22, 2019.
10.6	Amended and Restated Omnibus Agreement, dated as of March 31, 2019, by and among Equitrans Midstream Corporation, EQM Midstream Partners, LP, EQGP Services, LLC and, for limited purposes, EQM Midstream Services, LLC.	Filed herewith as Exhibit 10.6.
10.7(a)	Equitrans Midstream Corporation 2019 Performance Share Unit Program.	Filed herewith as Exhibit 10.7(a).
10.7(b)	Form of Equitrans Midstream Corporation Restricted Stock Award Agreement (Standard) under 2018 Long-Term Incentive Plan (2019 grants).	Filed herewith as Exhibit 10.7(b).
10.7(c)	Form of Participant Award Agreement under the 2019 Performance Share Unit Program.	Filed herewith as Exhibit 10.7(c).
10.8	Amendment to 2018 EQT Incentive Performance Share Unit Program	Filed herewith as Exhibit 10.8.
10.9	2019 Short-Term Incentive Plan	Filed herewith as Exhibit 10.9.

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10.10	Form of Equitrans Midstream Corporation Director Participant Award Agreement	Filed herewith as Exhibit 10.10.
10.11	Separation Agreement and General Release, dated as of April 1, 2019, by and between Equitrans Midstream Corporation and Robert C. Williams.	Incorporated herein by reference to Exhibit 10.1 to Equitrans Midstream Corporation’s Form 8-K (#001-38629) filed on April 1, 2019
10.12	Letter Agreement, dated April 2, 2019, with Stephen M. Moore.	Filed herewith as Exhibit 10.12.
10.13	Confidentiality, Non-Solicitation and Non-Competition Agreement, dated April 15, 2019, with Stephen M. Moore.	Filed herewith as Exhibit 10.13.
10.14	Amendment No. 6 to Jupiter Gas Gathering Agreement, dated as of March 1, 2019, by and among EQT Production Company and EQT Energy, LLC, on the one hand, and EQM Gathering Opco, LLC, on the other hand. Specific items in this exhibit have been redacted, as marked by three asterisks [***].	Filed herewith as Exhibit 10.14.
10.15	Letter Agreement, dated as of March 1, 2019, among RM Partners LP, Equitrans, L.P., Rice Drilling B LLC, EQM Gathering OPCO, LLC and Alpha Shale Resources LP. Specific items in this exhibit have been redacted, as marked by three asterisks [***].	Filed herewith as Exhibit 10.15.
31.1	Rule 13(a)-14(a) Certification of Principal Executive Officer.	Filed herewith as Exhibit 31.1.
31.2	Rule 13(a)-14(a) Certification of Principal Financial Officer.	Filed herewith as Exhibit 31.2.
32	Section 1350 Certification of Principal Executive Officer and Principal Financial Officer.	Furnished herewith as Exhibit 32.
101	Interactive Data File.	Filed herewith as Exhibit 101.

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Signature

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Equitrans Midstream Corporation
(Registrant)
By:	/s/ Kirk R. Oliver
	Kirk R. Oliver
	Senior Vice President and Chief Financial Officer

Date:  April 30, 2019

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EX-10.6

Execution Version

Exhibit 10.6

AMENDED AND RESTATED

OMNIBUS AGREEMENT

among

EQUITRANS MIDSTREAM CORPORATION,

EQM MIDSTREAM PARTNERS, LP,

EQGP SERVICES, LLC

and, for the limited purposes set forth herein,

EQM MIDSTREAM SERVICES, LLC

AMENDED AND RESTATED OMNIBUS AGREEMENT

This AMENDED AND RESTATED OMNIBUS AGREEMENT (“Agreement”) is entered into on March 31, 2019 and deemed effective as of 12:01 a.m. on January 1, 2019 (the “Effective Date”) among Equitrans Midstream Corporation, a Pennsylvania corporation (“ETRN”), EQM Midstream Partners, LP, a Delaware limited partnership (the “Partnership”), EQGP Services, LLC, a Delaware limited liability company (including any successor general partner of the Partnership, the “General Partner”), and, for the limited purposes set forth herein, EQM Midstream Services, LLC, a Delaware limited liability company and the prior general partner of the Partnership (the “Prior General Partner”). ETRN, the Partnership and the General Partner are sometimes referred to in this Agreement each as a “Party” and collectively as the “Parties.”

RECITALS

WHEREAS, ETRN, the General Partner and the Prior General Partner previously entered into that certain Omnibus Agreement, effective as of November 13, 2018 (the “Original Agreement”), governing certain general administrative services and licensing matters;

WHEREAS, simultaneously herewith, ETRN and the Partnership are entering into an Assignment and Bill of Sale (the “Bill of Sale”) pursuant to which ETRN will sell, transfer, convey and assign to the Partnership certain assets and leases (collectively, the “Subject Assets”), which assets are comprised of both real and personal property and relate primarily to the Partnership’s operations and which leases are for facilities utilized by personnel primarily to support the Partnership;

WHEREAS, in connection with the execution and delivery of the Bill of Sale and in accordance with Section 4.5 of the Original Agreement, the Parties desire to enter into this Agreement in order to amend and restate the Original Agreement to govern ETRN’s use of the Subject Assets following their conveyance to the Partnership as more fully described herein;

WHEREAS, on February 22, 2019, pursuant to that certain Agreement and Plan of Merger, dated as of February 13, 2019 (the “IDR Merger Agreement”), by and among ETRN, the Partnership, the General Partner, the Prior General Partner and the other parties thereto, the Prior General Partner assigned, transferred and conveyed its general partner interest in the Partnership to the General Partner, and the General Partner assumed the rights and duties of the Prior General Partner under any contracts, understandings, instruments or other agreements to which the Prior General Partner was party prior to such assignment, transfer and conveyance, including its obligations pursuant to this Agreement; and

WHEREAS, the Conflicts Committee of the Board of Directors of the General Partner (the “Conflicts Committee”) found the transactions contemplated by this Agreement to be fair and reasonable to, and in the best interest of, the Partnership Group and the unitholders of the Partnership other than ETRN and its affiliates and recommended that the Board of Directors of the General Partner (the “Board of Directors”) approve this Agreement and the transactions contemplated hereby, and, subsequently, the Board of Directors approved this Agreement and the transactions contemplated hereby.

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NOW THEREFORE, in consideration of the premises and the covenants, conditions, and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:

ARTICLE IDEFINITIONS

1.1Definitions. As used in this Agreement, the following terms shall have the respective meanings set forth below:

“Affiliate” means, with respect to any Person, any other Person that directly or indirectly through one or more intermediaries controls, is controlled by or is under common control with, the Person in question. For the avoidance of doubt, neither EQT Corporation nor any of its Subsidiaries shall be deemed to be “Affiliates” of ETRN, the Partnership or the General Partner.

“Agreement” is defined in the preamble.

“Bill of Sale” is defined in the recitals.

“Board of Directors” is defined in the recitals.

“Cause” is defined in the Partnership Agreement.

“Change of Control” means, with respect to any Person (the “Applicable Person”), any of the following events: (i) any sale, lease, exchange or other transfer (in one transaction or a series of related transactions) of all or substantially all of the Applicable Person’s assets to any other Person, unless immediately following such sale, lease, exchange or other transfer such assets are owned, directly or indirectly, by the Applicable Person or such Applicable Person owns or controls such other Person; (ii) the dissolution or liquidation of the Applicable Person; (iii) the consolidation or merger of the Applicable Person with or into another Person, other than any such transaction where (a) the outstanding Voting Securities of the Applicable Person are changed into or exchanged for Voting Securities of the surviving Person or its parent and (b) the holders of the Voting Securities of the Applicable Person immediately prior to such transaction own, directly or indirectly, not less than a majority of the outstanding Voting Securities of the surviving Person or its parent immediately after such transaction; and (iv) a “person” or “group” (within the meaning of Sections 13(d) or 14(d)(2) of the Exchange Act), other than ETRN or its Affiliates, being or becoming the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act) of more than 50% of all of the then outstanding Voting Securities of the Applicable Person, except in a merger or consolidation that would not constitute a Change of Control under clause (iii) above.

“Closing Date” means November 13, 2018.

“Common Units” is defined in the Partnership Agreement.

“Conflicts Committee” is defined in the recitals.

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“control,” “is controlled by” or “is under common control with” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through ownership of voting securities, by contract, or otherwise.

“Effective Date” is defined in the preamble.

“ETRN” is defined in the preamble.

“ETRN Entities” means ETRN and any Person controlled, directly or indirectly, by ETRN other than the General Partner or a member of the Partnership Group; and “ETRN Entity” means any of the ETRN Entities.

“ETRN Service Provider” is defined in Section 2.4.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“G&A Services” is defined in Section 2.1.

“General Partner” is defined in the preamble.

“IDR Merger Agreement” is defined in the recitals.

“License” is defined in Section 4.1.

“Limited Partner” is defined in the Partnership Agreement.

“Marks” is defined in Section 4.1.

“Name” is defined in Section 4.1.

“Original Agreement” is defined in the recitals.

“Partnership” is defined in the preamble.

“Partnership Agreement” means the Third Amended and Restated Agreement of Limited Partnership of EQM Midstream Partners, LP, dated as of February 22, 2019, as such agreement may be further amended from time to time, to which reference is hereby made for all purposes of this Agreement.

“Partnership Assets” means all of the assets of the Partnership Group from time to time, including, without limitation, gathering pipelines, transportation pipelines, water pipelines, natural gas storage assets, related facilities, offices and related equipment and real estate.

“Partnership Group” means the Partnership and its Subsidiaries treated as a single consolidated entity.

“Partnership Entities” means the General Partner and each member of the Partnership Group.

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“Party” and “Parties” are defined in the preamble.

“Person” means an individual or a corporation, firm, limited liability company, partnership, joint venture, trust, unincorporated organization, association, government agency or political subdivision thereof or other entity.

“Prior General Partner” is defined in the preamble.

“Secondment Agreement” is defined in Section 2.2.

    “Subject Assets” is defined in the recitals.

“Subsidiary” means, with respect to any Person, (a) a corporation of which more than 50% of the voting power of shares entitled (without regard to the occurrence of any contingency) to vote in the election of directors or other governing body of such corporation is owned, directly or indirectly, at the date of determination, by such Person, by one or more Subsidiaries of such Person or a combination thereof, (b) a partnership (whether general or limited) in which such Person or a Subsidiary of such Person is, at the date of determination, a general or limited partner of such partnership, but only if more than 50% of the partnership interests of such partnership (considering all of the partnership interests of the partnership as a single class) is owned, directly or indirectly, at the date of determination, by such Person, by one or more Subsidiaries of such Person, or a combination thereof, or (c) any other Person (other than a corporation or a partnership) in which such Person, one or more Subsidiaries of such Person, or a combination thereof, directly or indirectly, at the date of determination, has (i) at least a majority ownership interest or (ii) the power to elect or direct the election of a majority of the directors or other governing body of such Person.

“Voting Securities” of a Person means securities of any class of such Person entitling the holders thereof to vote in the election of, or to appoint, members of the board of directors or other similar governing body of the Person.

ARTICLE II

SERVICES

2.1    Agreement to Provide General and Administrative Services. Until such time as this Agreement is terminated as provided in Section 5.4, ETRN hereby agrees to cause the ETRN Entities to provide the Partnership Group with certain centralized corporate, general and administrative services, such as accounting, audit, billing, business development, corporate record keeping, treasury services, cash management and banking, real property/land, legal, engineering, planning, budgeting, geology/geophysics, investor relations, risk management, information technology, insurance administration and claims processing, regulatory compliance and government relations, tax, payroll, human resources and environmental, health and safety, including without limitation permit filing, support for permit filing and maintenance (collectively, the “G&A Services”). ETRN shall, and shall cause the ETRN Entities to, use commercially reasonable efforts to provide the Partnership Group with such G&A Services in a manner materially consistent in nature and quality

4

to the services of such type previously provided by EQT Corporation and its Affiliates in connection with the Partnership Assets prior to the Closing Date.

2.2    Secondment. Pursuant to a Secondment Agreement, dated as of the Closing Date (as amended or restated from time to time, the “Secondment Agreement”), ETRN has agreed to second, or cause to be seconded, to certain members of the Partnership Group available employees of the ETRN Entities for the purpose of providing certain services to such members of the Partnership Group relating to their respective assets, as set forth in, and subject to all terms and conditions of, the Secondment Agreement.

2.3    Reimbursement by Partnership. Subject to and in accordance with the terms and provisions of this Article II and such reasonable allocation and other procedures as may be agreed upon by ETRN and the General Partner from time to time, the Partnership hereby agrees to reimburse ETRN for all direct and indirect costs and expenses incurred by ETRN Entities in connection with the provision of the G&A Services to the Partnership Group, including the following:

(a)    any payments or expenses incurred for insurance coverage, including allocable portions of premiums, and negotiated instruments (including surety bonds and performance bonds) provided by underwriters with respect to the Partnership Assets or the business of the Partnership Group;

(b)    salaries and related benefits and expenses of personnel employed by the ETRN Entities who render G&A Services to the Partnership Group, plus general and administrative expenses associated with such personnel, including long-term incentive programs; it being agreed that such allocation shall include any withholding and payroll related taxes paid by ETRN or its Affiliates in connection with any long-term incentive plan of the General Partner or the Partnership Group;

(c)    any taxes or other direct operating expenses paid by the ETRN Entities for the benefit of the Partnership Group (including any state income, franchise or similar tax paid by the ETRN Entities resulting from the inclusion of the Partnership Group in a combined or consolidated state income, franchise or similar tax report with ETRN as required by applicable law as opposed to the flow through of income attributable to the ETRN Entities’ ownership interest in the Partnership Group), provided, however, that the amount of any such reimbursement shall be limited to the tax that the Partnership Group would have paid had it not been included in a combined or consolidated group with ETRN; and

(d)    all expenses and expenditures incurred by the ETRN Entities as a result of the Partnership being a publicly traded entity, including costs associated with annual and quarterly reports, tax return and Schedule K-1 preparation and distribution, independent auditor fees, partnership governance and compliance expenses, registrar and transfer agent fees, legal fees and independent director compensation;

it being agreed, however, that to the extent any reimbursable costs or expenses incurred by the ETRN Entities consist of an allocated portion of costs and expenses incurred by the ETRN Entities

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for the benefit of both the Partnership Group and the other ETRN Entities, such allocation shall be made on a reasonable cost reimbursement basis as determined by ETRN.

2.4    Billing Procedures. The Partnership will reimburse ETRN, or the ETRN Entities providing the G&A Services, as applicable (the “ETRN Service Provider”), for billed costs no later than the later of (a) the last day of the month following the performance month, or (b) thirty (30) business days following the date of the ETRN Service Provider’s billing to the Partnership. Billings and payments may be accomplished by inter-company accounting procedures and transfers, including offsets of amounts owed pursuant to Article III. The Partnership shall have the right to review all source documentation concerning the liabilities, costs, and expenses upon reasonable notice and during regular business hours.

ARTICLE IIIACCESS TO AND USE OF SUBJECT ASSETS

3.1    Agreement to Provide Access to and Use of Subject Assets. Until such time as this Agreement is terminated as provided in Section 5.4, the Partnership hereby agrees to provide the ETRN Entities with access to, and use of, the Subject Assets for purposes of providing G&A Services to the ETRN Entities due to the fact that the ETRN Entities do not otherwise own similar assets.

3.2    Reimbursement by ETRN. Subject to and in accordance with the terms and provisions of this Article III and such reasonable allocation and other procedures as may be agreed upon by ETRN and the General Partner from time to time, ETRN hereby agrees to reimburse the Partnership for all direct and indirect costs and expenses incurred by the Partnership Group in connection with the access to and use of the Subject Assets by the ETRN Entities.

3.3    Billing Procedures. ETRN will reimburse the Partnership for billed costs associated with access to and use of the Subject Assets by the ETRN Entities no later than the later of (a) the last day of the month following the performance month, or (b) thirty (30) business days following the date of the Partnership’s billing to ETRN. Billings and payments may be accomplished by inter-company accounting procedures and transfers, including offsets of amounts owed pursuant to Article II. ETRN shall have the right to review all source documentation concerning the liabilities, costs, and expenses upon reasonable notice and during regular business hours.

ARTICLE IVLICENSE OF NAME AND MARK

4.1    Grant of License. Upon the terms and conditions set forth in this Article IV, the Partnership hereby grants and conveys to each ETRN Entity and each Partnership Entity (other than the Partnership) a nontransferable, nonexclusive, royalty-free right and license (“License”) to use the name “Equitrans” (the “Name”) and any other trademarks owned by the Partnership which contain the Name (collectively, the “Marks”).

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4.2    Ownership and Quality.

(a)    ETRN agrees that ownership of the Name and the Marks and the goodwill relating thereto shall remain vested in the Partnership, the owner of the mark, and any successor thereto, both during the term of this License and thereafter, and ETRN further agrees, and agrees to cause the ETRN Entities and Partnership Entities never to challenge, contest or question the validity of the Partnership’s ownership of the Name and Marks or any registration thereto by the Partnership. In connection with the use of the Name and the Marks, each ETRN Entity and each Partnership Entity (other than the Partnership) shall not in any manner represent that they have any ownership interest in the Name and the Marks or registration thereof except as set forth herein, and ETRN, on behalf of itself and the ETRN Entities and Partnership Entities, acknowledges that the use of the Name and the Marks shall not create any right, title or interest in or to the Name and the Marks, and all use of the Name and the Marks by an ETRN Entity or a Partnership Entity shall inure to the benefit of the Partnership.

(b)    ETRN agrees, and agrees to cause each ETRN Entity and Partnership Entity, to use the Name and Marks in accordance with such quality standards established by or for the Partnership and communicated to ETRN from time to time, it being understood that the products and services offered by the ETRN Entities and the Partnership Entities immediately before the Closing Date are of a quality that is acceptable to the Partnership and justifies the License. In the event any ETRN Entity or Partnership Entity is determined by the Partnership to be using the Marks in a manner not in accordance with quality standards established by the Partnership, the Partnership shall provide written notice of such unacceptable use including the reason why applicable quality standards are not being met. If acceptable proof that quality standards are met is not provided to the Partnership within thirty (30) days of such notice, the entity’s license to use the Marks shall terminate and shall not be renewed absent written authorization from the Partnership.

4.3    In the Event of Termination. In the event of termination of this Agreement, pursuant to Section 5.4 or otherwise, or the termination of the License, the right of the ETRN Entities and the Partnership Entities (other than the Partnership) to utilize or possess the Marks licensed under this Agreement shall automatically cease, and no later than ninety (90) days following such termination, (a) each ETRN Entity and, at the Partnership’s request, each Partnership Entity (other than the Partnership) shall cease all use of the Marks and shall adopt trademarks, service marks, and trade names that are not confusingly similar to the Marks, provided, however, that any use of the Marks during such 90-day period shall continue to be subject to Section 4.2(b), (b) at the Partnership’s request, the ETRN Entities and the Partnership Entities (other than the Partnership) shall destroy all materials and content upon which the Marks continue to appear (or otherwise modify such materials and content such that the use or appearance of the Marks ceases) that are under their control, and certify in writing to the Partnership that the ETRN Entities and the Partnership Entities have done so, and (c) each ETRN Entity and, at the Partnership’s request, each Partnership Entity shall change its legal name so that there is no reference therein to the name “Equitrans,” any name or d/b/a then used by the Partnership or any variation, derivation or abbreviation thereof, and in connection therewith, shall make all necessary filings of certificates with the Secretary of State of the State of Delaware and to otherwise amend its organizational documents by such date.

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ARTICLE V
MISCELLANEOUS

5.1    Choice of Law; Submission to Jurisdiction. This Agreement shall be subject to and governed by the laws of the Commonwealth of Pennsylvania, excluding any conflicts-of-law rule or principle that might refer the construction or interpretation of this Agreement to the laws of another state. Each Party hereby submits to the jurisdiction of the state and federal courts in the Commonwealth of Pennsylvania and to venue in the state and federal courts in Allegheny County, Pennsylvania.

5.2    Notice. All notices or requests or consents provided for by, or permitted to be given pursuant to, this Agreement must be in writing and must be given by depositing same in the United States mail, addressed to the Person to be notified, postage-paid, and registered or certified with return receipt requested or by delivering such notice in person, by overnight delivery service or by electronic mail to such Party. Notice given by personal delivery or mail shall be effective upon actual receipt. Notice given by electronic mail shall be effective upon actual receipt if received during the recipient’s normal business hours or at the beginning of the recipient’s next business day after receipt if not received during the recipient’s normal business hours. All notices to be sent to a Party pursuant to this Agreement shall be sent to or made at the address set forth below or at such other address as such Party may stipulate to the other Parties in the manner provided in this Section 5.2.

If to any of the ETRN Entities:

Equitrans Midstream Corporation

625 Liberty Avenue, Suite 2000

Pittsburgh, PA 15222

Attn: General Counsel

If to any member of the Partnership Group:

EQM Midstream Partners, LP

c/o EQGP Services, LLC, its General Partner

625 Liberty Avenue, Suite 2000

Pittsburgh, PA 15222

Attn: General Counsel

5.3    Entire Agreement. This Agreement, together with the Secondment Agreement, constitute the entire agreement of the Parties and the Prior General Partner relating to the matters contained herein, superseding all prior contracts or agreements, whether oral or written (including the Original Agreement), relating to the matters contained herein.

5.4    Termination of Agreement. Notwithstanding any other provision of this Agreement, (a) if the General Partner is removed as general partner of the Partnership under circumstances where (i) Cause does not exist and the Units held by the General Partner and its Affiliates are not voted in favor of such removal, or (ii) Cause exists, then this Agreement, other than the provisions

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set forth in Section 4.3, may at any time thereafter be terminated by ETRN by written notice to the other Parties, or (b) if a Change of Control of the General Partner, ETRN or the Partnership occurs, then this Agreement, other than the provisions set forth in Section 4.3, may at any time thereafter be terminated by ETRN by written notice to the other Parties. For the avoidance of doubt, ETRN irrevocably elected not to terminate this Agreement in connection with the transactions contemplated by the IDR Merger Agreement.

5.5    Amendment or Modification. This Agreement may be amended or modified from time to time only by the written agreement of all the Parties hereto; provided, however, that the Partnership may not, without the prior approval of the Conflicts Committee, agree to any amendment or modification of this Agreement that, in the reasonable discretion of the General Partner, would be adverse in any material respect to the holders of Units. Each such instrument shall be reduced to writing and shall be designated on its face an “Amendment” or an “Addendum” to this Agreement. By its execution of this Agreement, the Prior General Partner consents to the amendment of the Original Agreement, and, in connection therewith, ETRN and the Partnership acknowledge and consent to the succession of the General Partner to the Prior General Partner’s rights and duties under the Original Agreement, as modified herein.

5.6    Assignment; Third Party Beneficiaries. No Party shall have the right to assign its rights or obligations under this Agreement without the consent of the other Parties hereto; provided, however, that the Partnership may make a collateral assignment of this Agreement solely to secure working capital financing for the Partnership. Each of the Parties hereto specifically intends that each entity comprising the ETRN Entities and the Partnership Entities, as applicable, whether or not a Party to this Agreement, shall be entitled to assert rights and remedies hereunder as third-party beneficiaries hereto with respect to those provisions of this Agreement affording a right, benefit or privilege to any such entity.

5.7    Counterparts. This Agreement may be executed in any number of counterparts with the same effect as if all signatory parties had signed the same document. All counterparts shall be construed together and shall constitute one and the same instrument. Delivery of an executed signature page of this Agreement in portable document format (.pdf) shall be effective as delivery of a manually executed counterpart hereof.

5.8    Severability. If any provision of this Agreement shall be held invalid or unenforceable by a court or regulatory body of competent jurisdiction, the remainder of this Agreement shall remain in full force and effect.

5.9    Further Assurances. In connection with this Agreement and all transactions contemplated by this Agreement, each signatory party hereto agrees to execute and deliver such additional documents and instruments and to perform such additional acts as may be necessary or appropriate to effectuate, carry out and perform all of the terms, provisions and conditions of this Agreement and all such transactions.

5.10    Rights of Limited Partners. Except as set forth in Section 5.6, the provisions of this Agreement are enforceable solely by the Parties to this Agreement, and no Limited Partner of the Partnership shall have the right, separate and apart from the Partnership, to enforce any provision

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of this Agreement or to compel any Party to this Agreement to comply with the terms of this Agreement.

[Signature Page Follows]

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IN WITNESS WHEREOF, the Parties have executed this Agreement on, and effective as of, the Effective Date.

EQUITRANS MIDSTREAM CORPORATION

By:     /s/ Diana M. Charletta            

          Diana M. Charletta

          Executive Vice President and Chief Operating

          Officer

EQM MIDSTREAM PARTNERS, LP

By: EQGP Services, LLC,

        its general partner

By:     /s/ Kirk R. Oliver                

          Kirk R. Oliver

          Senior Vice President and Chief Financial

          Officer

EQGP SERVICES, LLC

By:     /s/ Kirk R. Oliver            

            Kirk R. Oliver

            Senior Vice President and Chief Financial

            Officer

EQM MIDSTREAM SERVICES, LLC

By:     /s/ Kirk R. Oliver            

             Kirk R. Oliver

             Senior Vice President and Chief Financial

             Officer

Signature Page to

Amended and Restated Omnibus Agreement

EX-10.7(A)

Exhibit 10.7(a)

EQUITRANS MIDSTREAM CORPORATION

2019 PERFORMANCE SHARE UNIT PROGRAM

EQUITRANS MIDSTREAM CORPORATION (the “Company”) hereby establishes this EQUITRANS MIDSTREAM CORPORATION 2019 PERFORMANCE SHARE UNIT PROGRAM (the “Program”), in accordance with the terms provided herein.

WHEREAS, the Company maintains certain long-term incentive award plans, including the Equitrans Midstream Corporation 2018 Long-Term Incentive Plan (as amended from time to time, the “2018 Plan”), for the benefit of its directors and employees, of which the Program is a subset; and

WHEREAS, in order to further align the interests of executives and key employees with the interests of the Company’s shareholders, the Company desires to provide long-term incentive benefits through the Program, in the form of awards qualifying as “Performance Awards” under the 2018 Plan.

NOW, THEREFORE, the Company hereby provides for incentive benefits for executives and key employees of the Company and its Affiliates and adopts the terms of the Program on the following terms and conditions:

Section 1. Purpose. The main purpose of the Program is to provide long-term incentive opportunities to executives and key employees to further align their interests with those of the Company’s shareholders and with the strategic objectives of the Company. Awards granted hereunder may be earned by achieving specified performance goals, are forfeited if defined performance levels are not achieved, and are subject to negative adjustment if, among other things, certain other performance measures are not attained. By placing a portion of the employee’s compensation at risk, the Company has an opportunity to reward exceptional performance or reduce the compensation opportunity when performance does not meet expectations. As a subset of the 2018 Plan, this Program is subject to and shall be governed by the terms and conditions of the 2018 Plan. Capitalized terms used herein and not otherwise defined shall have the meanings given to such terms in the 2018 Plan.

Section 2. Effective Date. The effective date of this Program is January 1, 2019. The Program will remain in effect until payment following or in conjunction with the earlier of (i) December 31, 2021 or (ii) the closing date of a Qualifying Change of Control pursuant to which all awards under the Program are paid in accordance with Section 6, unless otherwise amended or terminated as provided in Section 20. For purposes of this Program, a “Qualifying Change of Control” means a Change of Control (as then defined in the 2018 Plan) unless (a) all outstanding Performance Share Units, as defined in Section 4, under the Program are assumed by the surviving entity of the Change of Control (or otherwise equitably converted or substituted in connection with the Change of Control in a manner approved by the Committee) or (b) the Company is the surviving entity of the Change of Control.

Section 3. Eligibility. The Committee shall, in its sole discretion, select the employees of the Company and its Affiliates who shall be eligible to participate in the Program from those individuals eligible to participate in the 2018 Plan (each a “Participant” and collectively the “Participants”). In the event that an employee is hired by the Company or an Affiliate during the Performance Period (as defined in Section 5 below), the Committee shall, in its sole discretion, determine whether the employee will be eligible to participate in the Program.

Section 4. Performance Share Unit Awards. Awards under the Program are designated in the form of performance share units (as adjusted from time to time in accordance with Section 14, the “Performance Share Units”), which are awards to be settled in shares of the Company’s common stock (“Common Stock”) or in cash, as set forth in a Participant’s award agreement under the Program. Upon being selected to participate in the Program, each Participant shall be awarded a number of Performance Share Units, which award shall be approved by the Committee. Unless otherwise indicated herein in a particular context, the term “Performance Share Units” includes any cash payment accumulated with respect to an award of Performance Share Units on account of dividends or distributions, as provided in Section 5.

The Performance Share Units shall be held in bookkeeping accounts on behalf of the Participants and do not represent actual shares of Common Stock. A Participant shall have no right to exchange the Performance Share Units for cash, stock or any other benefit and shall be a mere unsecured creditor of the Company with respect to such Performance Share Units and any future rights to benefits.

Section 5. Performance Conditions and Determination of Awarded Value. Subject to Section 7, the amount to be distributed to a Participant will be based on the following performance conditions (the “Performance Conditions”): (i) the Company’s total shareholder return (“Total Shareholder Return,” or “TSR”) relative to the TSR of a peer group (“Relative TSR”), calculated as described in Attachment A for the Performance Period, and (ii) the Company’s Cumulative TSR Per Share, calculated as described in Attachment B for the Performance Period. For purposes of this Program, the “Performance Period” shall mean the period commencing on January 1, 2019 and continuing thereafter until the earlier of (a) December 31, 2021 and (b) the closing date of a Qualifying Change of Control.

If Participant’s participant award agreement under the Program contemplates that Participant’s award will be distributed in cash, the Participant’s “Awarded Value” shall be calculated by multiplying (i) the number of such Participant’s Performance Share Units as of the end of the Performance Period, by (ii) the payout factor calculated as set forth on Attachment C (the “Payout Factor”), by (iii) the closing price of the Company’s Common Stock at the end of the Performance Period or, in the case of a Qualifying Change of Control, the closing price of the Company’s Common Stock on the business day immediately preceding the date of the Qualifying Change of Control, in each case as reported in the Nationally Recognized Reporting Service (as defined in Attachment A); and if Participant’s participant award agreement under the Program contemplates that Participant’s award will be distributed in shares of Common Stock, the Participant’s “Awarded Value” shall be calculated by

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multiplying (i) the number of such Participant’s Performance Share Units as of the end of the Performance Period, by (ii) the Payout Factor.

If Performance Share Units are outstanding on the record date for dividends or other distributions with respect to the Company’s Common Stock (whether made in cash or stock, unless made in accordance with any shareholder rights plan or similar arrangement), then the Participant shall accrue a right to receive a cash payment in respect of such dividends or distributions. This cash payment shall be subject to the same Performance Conditions and transfer restrictions as apply to the Performance Share Units with respect to which they relate and shall be paid at the same time as the Performance Share Units with respect to which they relate.

Payments under the Program are expressly contingent upon achievement of the Performance Conditions.

Section 6. Payment; Overall Limit. Subject to Section 7 and except as provided in this Section 6, each Participant’s Awarded Value will be distributed in cash or in shares of Common Stock, as set forth in the Participant’s award agreement under the Program, no later than seventy five (75) days following the end of the Performance Period. Subject to Section 7, in the event of a Qualifying Change of Control, the Awarded Value will be distributed in cash or in shares of Common Stock on the closing date of the transaction. Notwithstanding the first two sentences of this Section 6, the Committee may determine, in its discretion and for any reason, that the Awarded Value will be paid, in whole or in part, in cash or Common Stock. The maximum amount payable to any one Participant under the Program with respect to any one calendar year within the Performance Period shall be the amount set forth and as calculated in the 2018 Plan with respect to Performance Awards. No elections shall be permitted with respect to the timing of any payments.

Section 7. Change of Status. In making decisions regarding employees’ participation in the Program and the extent to which awards are payable in the case of an employee whose employment ceases prior to payment, the Committee may consider any factors that it deems to be relevant. Unless otherwise determined by the Committee, and subject to the terms of any written employment-related agreement that a Participant has with the Company (including any confidentiality, non-solicitation, non-competition, change of control or similar agreement), the following shall apply in the case of a Participant whose employment ceases prior to payment of the Awarded Value:

(a) Termination After Change of Control. With respect to any Participant’s award under the Program, and notwithstanding Section 9 of the 2018 Plan, in the event that following a Change of Control that is not a Qualifying Change of Control, (i) such Participant’s employment is terminated without Cause (as defined below), or (ii) such Participant resigns for Good Reason (as defined below), in each case prior to the second anniversary of the effective date of the Change of Control, the Participant shall retain all of his or her Performance Share Units, contingent upon (i) the Participant executing and not revoking a full release of claims in a form acceptable to the Company within 30 days of his or her termination or resignation,

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as applicable, and (ii) achievement of the Performance Conditions set forth in Section 5.

Solely for purposes of this Program, “Cause” shall mean: (i) a Participant’s conviction of a felony, a crime of moral turpitude or fraud or a Participant having committed fraud, misappropriation or embezzlement in connection with the performance of the Participant’s duties; (ii) a Participant’s willful and repeated failures to substantially perform assigned duties; or (iii) a Participant’s violation of any provision of a written employment-related agreement between the Participant and the Company or express significant policies of the Company. If the Company terminates a Participant’s employment for Cause, the Company shall give the Participant written notice setting forth the reason for the Participant’s termination not later than 30 days after such termination.

Solely for purposes of this Program, “Good Reason” shall mean a Participant’s resignation within 90 days after (but in all cases prior to the second anniversary of such Change of Control): (i) a reduction in such Participant’s base salary of 10% or more (unless the reduction is applicable to all similarly situated employees); (ii) a reduction in such Participant’s annual short-term bonus target by the greater of (A) 10 percent and (B) 5 percentage points of such Participant’s target bonus percentage, unless the reduction is applicable to all similarly situated employees; (iii) a significant diminution in such Participant’s job responsibilities, duties or authority; (iv) a change in the geographic location of such Participant’s primary reporting location of more than 50 miles; and/or (v) any other action or inaction that constitutes a material breach by the Company of such Participant’s award agreement under the Program.

A termination by a Participant shall not constitute termination for Good Reason unless such Participant first delivers to the General Counsel of the Company written notice: (i) stating that such Participant intends to resign for Good Reason pursuant to his or her award agreement; and (ii) setting forth with specificity the occurrence deemed to give rise to a right to terminate for Good Reason (which notice must be given no later than 90 days after the initial occurrence of such event). The Company shall have a reasonable period of time (not less than 30 days) to take action to correct, rescind or substantially reverse the occurrence supporting termination for Good Reason as identified by such Participant. Failure by the Company to act or respond to the written notice shall not be deemed to be an admission that Good Reason exists.

(b) Voluntary Termination With Continued Board Service. If a Participant’s employment is terminated voluntarily, including a Participant’s Retirement (as defined below), and the Participant remains on the board of directors of the Company or any subsidiary or affiliate of the Company whose equity is publicly traded on the New York Stock Exchange or the NASDAQ Stock Market following such termination of employment, the Participant shall retain all of his or her Performance Share Units, contingent upon achievement of the Performance

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Conditions set forth in Section 5, for as long as the Participant remains on such board of directors, in which case any references herein to such Participant’s employment shall be deemed to include his or her continued service on such board. Except as set forth in the preceding sentence and subsection (a) above, a Participant’s Performance Share Units shall be forfeited upon his or her resignation as an employee of the Company or an Affiliate.

(c) Death or Disability. Except as provided in subsections (a) and (b) above, if the termination is due to the Participant’s death or Disability, the Participant (or the Participant’s estate or beneficiary) will retain all of his or her Performance Share Units, contingent upon the Participant (or the Participant’s estate or beneficiary) executing and not revoking a full release of claims in a form acceptable to the Company within 30 days of his or her death.

In the event of a Participant’s termination due to a Participant’s death or Disability, Performance Share Units that are retained shall be distributed to the Participant (or the Participant’s estate or beneficiary) at the time specified in Section 6. Notwithstanding any other provisions of the Program, Participants shall have no vested rights to any Performance Share Units prior to payment.

(d) Retirement. Except as provided in subsections (a) and (b) above, if the termination is due to the Participant’s Retirement, the Participant will retain a portion of his or her Performance Share Units (the number of Performance Share Units being retained shall is defined below as the “Pro Rata Amount”), contingent upon (A) the Participant executing and not revoking a full release of claims in a form acceptable to the Company within 30 days of his or her termination, and (B) achievement of the Performance Conditions set forth in Section 5, as follows, and the remainder shall be forfeited. The Pro Rata Amount shall equal the total number of Performance Share Units granted pursuant to this Agreement multiplied by a fraction, the numerator of which is the number of months of continuous employment with the Company or a Subsidiary from the beginning of the Performance Period through the date of the Retirement and the denominator of which is 36. When determining the Pro Rata Amount, Grantee shall be considered to have been employed with the Company or a Subsidiary for a full calendar month so long as Grantee is employed by such entity for at least one day during such calendar month.

Solely for purposes of this Program, “Retirement” shall mean your voluntary termination of employment with the Company and its Subsidiaries after you have (i) a length of service of at least ten (10) years and (ii) a combined age and length of service equal to at least sixty (60) years. Your length of service will be determined by the Company, in its sole discretion, and, in that regard if you participate in a tax-qualified 401(k) plan sponsored by the Company or any of its Subsidiaries, your length of service shall be your “vesting service” under such tax-qualified retirement plan in which you participate. For purposes of this definition, service with EQT Corporation prior to November 13, 2018 shall be treated the

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same as service with the Company and its Subsidiaries. The termination of your employment by the Company shall not qualify as Retirement.

In the event of a Participant’s Retirement, Performance Share Units that are retained shall be distributed to the Participant (or the Participant’s estate or beneficiary) at the time specified in Section 6. Notwithstanding any other provisions of the Program, Participants shall have no vested rights to any Performance Share Units prior to payment.

(e) Other Termination. If a Participant’s employment is terminated for any reason other than those described in subsections (a) – (d) above, the Participant’s Performance Share Units shall be forfeited. For purposes of clarity, in the event a Participant’s employment is terminated other than for performance reasons, the Committee may determine that all or a portion of the Performance Share Units shall be retained upon such Participant’s termination.

Section 8. Administration of the Plan. The Committee has responsibility for all aspects of the Program’s administration, including:

• Determining the extent to which the Performance Conditions have been achieved prior to any payments under the Program,

• Ensuring that the Program is administered in accordance with its provisions and the 2018 Plan,

• Approving Program Participants,

• Authorizing Performance Share Unit awards to Participants,

• Adjusting Performance Share Unit awards to account for extraordinary events,

• Serving as the final arbiter of any disagreement between Program Participants, Company management, Program administrators, and any other interested parties to the Program, and

• Maintaining final authority to amend, modify or terminate the Program at any time.

Notwithstanding anything to the contrary in this Program, the Committee shall at all times retain the discretion with respect to all awards under this Program to reduce, eliminate, or determine the source of, any payment or award hereunder without regard to any particular factors specified in this Program. The interpretation and construction by the Committee of any provisions of the Program or of any adjusted Performance Share Units shall be final. No member of the Committee shall be liable for any action or determination made in good faith on the Program or any Performance Share Units thereunder. The Committee may designate another party to administer the Program, including Company management or an outside party. All conditions of the Performance Share Units must be approved by the Committee. As early

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as practicable prior to or during the Performance Period, the Committee shall approve the number of Performance Share Units to be awarded to each Participant. The associated terms and conditions of the Program will be communicated to Participants as close as administratively practicable to the date an award is made. The Participants will acknowledge receipt of the participant agreement and will agree to the terms of this Program in accordance with the Company’s procedures.

Section 9. Limitation of Rights. The Performance Share Units do not confer to Participants or their beneficiaries, executors or administrators any rights as shareholders of the Company (including voting and other shareholder rights) unless and until shares of Common Stock are in fact registered to or on behalf of a Participant in connection with the payment of the Performance Share Units. With respect to Awards that are settled in shares of Common Stock, upon conversion of the Performance Share Units into shares of Common Stock, a Participant will obtain full voting and other rights as a shareholder of the Company.

Section 10. Tax Consequences to Participants/Payment of Taxes.

(a) It is intended that: (i) until the Performance Conditions are satisfied, a Participant’s right to payment for an award under this Program shall be considered to be subject to a substantial risk of forfeiture in accordance with those terms as defined or referenced in Sections 83(a), 409A and 3121(v)(2) of the Code; (ii) the Awarded Value shall be subject to employment taxes only upon the satisfaction of the Performance Conditions; and (iii) until the Awarded Value is actually paid to a Participant, the Participant shall have merely an unfunded, unsecured promise to be paid the benefit, and such unfunded promise shall not consist of a transfer of “property” within the meaning of Code Section 83. It is further intended that Participants will not be in actual or constructive receipt of compensation with respect to the Performance Share Units within the meaning of Code Section 451 until the Awarded Value is paid.

(b) The Company or any Affiliate employing the Participant has the authority and the right to deduct or withhold, or require a Participant to remit to the employer, an amount sufficient to satisfy federal, state, and local taxes (including the Participant’s FICA obligation) required by law to be withheld with respect to any taxable event arising as a result of an award under the Program. With respect to withholding required upon any taxable event arising as a result of an award, to the extent the Committee determines that the award will be paid in shares of Common Stock, the employer shall satisfy the tax withholding required by withholding shares of Common Stock having a Fair Market Value as of the date that the amount of tax to be withheld is to be determined equal to the amount of tax required to be withheld. The obligations of the Company under this Program will be conditioned upon such payment or arrangements, and the Company, and, where applicable, its Affiliates will, to the extent permitted by law, have the right to deduct any such taxes from any payment of any kind otherwise due to a Participant.

Section 11. Recoupment Policy. Any shares of Common Stock distributed or amounts paid to a Participant under the Program, and any cash or other benefit acquired upon the sale of shares of Common Stock distributed to a Participant under the Program, shall be subject

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to the terms and conditions of any compensation recoupment policy of the Company, to the extent such policy is applicable to this Program and the Participant.

Section 12. Nonassignment. A Participant shall not be permitted to assign, alienate or otherwise transfer his or her Performance Share Units, and any attempt to do so shall be void.

Section 13. Impact on Benefit Plans. Payments under the Program shall not be considered as earnings for purposes of the Company’s or its Affiliates’ qualified retirement plans or any other retirement, compensation or benefit plan or program of the Company or its Affiliates unless specifically provided for and defined under such other plan or program. Nothing herein shall prevent the Company or its Affiliates from maintaining additional compensation plans and arrangements; provided, however, that no payments shall be made under such plans and arrangements if the effect thereof would be the payment of compensation otherwise payable under this Program regardless of whether the Performance Conditions were attained.

Section 14. Successors; Changes in Stock. The obligations of the Company under the Program shall be binding upon the successors and assigns of the Company. In the event of any spin-off, split-off or split-up, or dividend in partial liquidation, dividend in property other than cash or Common Stock, or extraordinary distribution to holders of Common Stock, each Participant’s Performance Share Units shall be appropriately adjusted to prevent dilution or enlargement of the rights of Participants that would otherwise result from any such transaction, provided such adjustment shall be consistent with Section 409A of the Code.

In the case of a Change of Control, any obligation under the Program shall be handled in accordance with the terms of Sections 5 and 6 hereof. In any case not constituting a Change of Control in which the Common Stock is changed into or becomes exchangeable for a different number or kind of shares of stock or other securities of the Company or another corporation, or cash or other property, whether through reorganization, reclassification, recapitalization, stock split-up, combination of shares, merger or consolidation, then (i) the Awarded Value shall be calculated based on the closing price of such common stock on the closing date of the transaction on the principal market on which such common stock is traded, and (ii) there shall be substituted for each Performance Share Unit constituting an award the number and kind of shares of stock or other securities (or cash or other property) into which each outstanding share of Common Stock shall be so changed or for which each such share shall be exchangeable. In the case of any such adjustment, the Performance Share Units shall remain subject to the terms of the Program and the 2018 Plan.

Section 15. Notice. Except as may be otherwise provided by the 2018 Plan or determined by the Committee and communicated to a Participant, notices and communications hereunder must be in writing and shall be deemed sufficiently given if either hand-delivered or if sent by fax or overnight courier, or by postage paid first class mail. Notices sent by mail shall be deemed received five (5) business days after mailed, but in no event later than the date of actual receipt. Notices shall be directed, if to a Participant, at such Participant’s address

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indicated by the Company’s records or, if to the Company, at the Company’s principal executive office, Attention: Director, Total Rewards.

Section 16. Dispute Resolution. Any dispute regarding the payment of benefits under this the Program or the 2018 Plan shall be resolved in accordance with any dispute resolution procedures of the Company, to the extent such procedures are applicable to the Plan and this award. A copy of such procedures will be available upon request or made available on the Fidelity NetBenefits website, which can be found at www.netbenefits.fidelity.com.

Section 17. Applicable Law. This Program shall be governed by and construed under the laws of the Commonwealth of Pennsylvania without regard to its conflict of law provisions.

Section 18. Severability. In the event that any one or more of the provisions of this Program shall be held to be invalid, illegal or unenforceable, the validity, legality or enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

Section 19. Headings. The descriptive headings of the Sections of this Program are inserted for convenience of reference only and shall not constitute a part of this Program.

Section 20. Amendment or Termination of this Program. This Program may be amended, suspended or terminated by the Company at any time upon approval by the Committee and following a determination that the Program is no longer meaningful in relation to the Company’s strategy. Notwithstanding the foregoing, (i) no amendment, suspension or termination shall adversely affect a Participant’s rights to his or her award after the date of the award; provided, however, that the Company may amend this Program from time to time without any Participant’s consent to the extent deemed to be necessary or appropriate, in its sole discretion, to effect compliance with Code Section 409A or any other provision of the Code, including regulations and interpretations thereunder, which amendments may result in a reduction of benefits provided hereunder and/or other unfavorable changes to Participants, (ii) no amendment may alter the time of payment as provided in Section 6 of the Program, and (iii) no amendment may be made following a Change of Control.

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Attachment A

2019 Performance Share Unit Program

Calculation of Relative Total Shareholder Return

For purposes of the 2019 Program, “Total Shareholder Return” or “TSR” shall mean the total shareholder return as determined by dividing (i) the sum of (A) the Ending Period Average Price minus the Beginning Period Average Price plus (B) all dividends and other distributions paid on the issuer’s shares during the Performance Period, assuming such dividends and other distributions are invested in shares on the ex-dividend date for such dividendor other distribution, by (ii) the Beginning Period Average Price. The Committee shall have the authority to make appropriate equitable adjustments to account for extraordinary items affecting the TSR.

For purposes of calculating TSR, “Beginning Period Average Price” shall mean the average official closing price per share of the issuer over the 15 consecutive trading days ending with and including December 31, 2018 (if the applicable day is not a trading day, the immediately preceding trading day).

For purposes of calculating TSR, “Ending Period Average Price” shall mean the average official closing price per share of the issuer over the 15 consecutive trading days ending with and including December 31, 2021 (if the applicable day is not a trading day, the immediately preceding trading day).

Each company, including the Company, will be ranked in descending order by the TSR so calculated. In the event any member of the Peer Group identified below liquidates or reorganizes under the United States Bankruptcy Code (U.S.C. Title 11) before the end of the Performance Period, such member shall remain in the Peer Group for purposes of calculating the Payout Factor. If any member of the Peer Group is acquired by another entity before the end of the Performance Period, such member shall be removed from the Peer Group for purposes of calculating the Payout Factor. In all other cases involving merger, reorganization or material change in ownership, legal structure, or business operations of any member of the Peer Group before the end of the Performance Period, the Committee shall have discretionary authority to retain, remove, or replace such member for purposes of calculating the Payout Factor.

Peer Group

For purposes of the 2019 Program, the Peer Group shall consist of the following companies:

Enterprise Products Partners LP

Energy Transfer LP

Kinder Morgan Inc.

The Williams Companies Inc.

MPLX LP

ONEOK Inc.

Plains All American Pipeline LP

Cheniere Energy Inc.

Magellan Midstream Partners LP

Targa Resources Corp

Andeavor Logistics LP

Western Gas Equity Partners LP

Phillips 66 Partners LP

Enable Midstream Partners LP

Antero Midstream GP LP

DCP Midstream LP

Buckeye Partners LP

Plains GP Holdings LP

Crestwood Equity Partners LP

EnLink Midstream LLC

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Attachment B

2019 Performance Share Unit Program

Calculation of Cumulative TSR Per Share

For purposes of the 2019 Program, “Cumulative TSR Per Share” shall mean the number determined by adding the sum of (A) the Ending Period Average Price minus the Beginning Period Average Price plus (B) all dividends and other distributions paid on the issuer’s shares during the Performance Period. The Committee shall have the authority to make appropriate equitable adjustments to account for extraordinary items affecting the Cumulative TSR Per Share.

For purposes of calculating Cumulative TSR Per Share, “Beginning Period Average Price” shall mean the average official closing price per share of the issuer over the 15 consecutive trading days ending with and including December 31, 2018 (if the applicable day is not a trading day, the immediately preceding trading day).

For purposes of calculating Cumulative TSR Per Share, “Ending Period Average Price” shall mean the average official closing price per share of the issuer over the 15 consecutive trading days ending with and including December 31, 2021 (if the applicable day is not a trading day, the immediately preceding trading day).

Attachment C

2019 Performance Share Unit Program

Calculation of Payout Factor

The Payout Factor will be determined based on the level of achievement of the Performance Conditions during the Performance Period. Performance under each metric is independent of performance under the other metrics.

The performance results for Relative TSR and Cumulative TSR Per Share based on the charts below are multiplied by the applicable weightings and then added together to determine a preliminary payout factor.

Relative TSR Ranking (80% Weight)

	Threshold	Target	Maximum
Performance Goal	At 25th percentile	50th percentile	At or above 75th percentile
Payout Factor	50%	100%	200%

Cumulative TSR Per Share (20% Weight)

	Threshold	Target	Maximum
Performance Goal	Cumulative TSR Per Share of $5.95	Cumulative TSR Per Share of $9.25	Cumulative TSR Per Share of $11.15
Payout Factor	50%	100%	200%

NOTE: Above Threshold all Payout Factors are interpolated on a straight-line basis between the data points above, with 200% being the maximum in all cases. Below threshold, the Payout Factor shall be zero.

EX-10.7(B)

Exhibit 10.7(b)

EQUITRANS MIDSTREAM CORPORATION

2019 RESTRICTED STOCK AWARD AGREEMENT (STANDARD)

Non-transferable

G R A N T T O

_________________________________________

(“Grantee”)

DATE OF GRANT: March 1, 2019

(“Grant Date”)

by Equitrans Midstream Corporation (the “Company”) of [_______] restricted shares of the Company’s common stock (the “Common Stock”), pursuant to and subject to the provisions of the Equitrans Midstream Corporation 2018 Long-Term Incentive Plan (as amended from time to time, the “Plan”), and the terms and conditions set forth in this award agreement (this “Agreement”).

The grant of restricted stock under this Agreement shall not be effective unless, no later than 45 days after the Grant Date, (i) Grantee accepts the restricted shares through the Fidelity NetBenefits website, which can be found at www.netbenefits.fidelity.com, and (ii) to the extent Grantee is not already subject to a confidentiality, non-solicitation and non-competition agreement with the Company, Grantee executes a confidentiality, non-solicitation and non-competition agreement acceptable to the Company.

When Grantee accepts the restricted shares awarded under this Agreement through the Fidelity NetBenefits website, Grantee shall be deemed to have (i) acknowledged receipt of the restricted shares granted on the Grant Date (the terms of which are subject to the terms and conditions of this Agreement and the Plan) and copies of this Agreement and the Plan, and (ii) agreed to be bound by all the provisions of this Agreement and the Plan.

TERMS AND CONDITIONS

1.Defined Terms. Capitalized terms used herein and not otherwise defined shall have the meanings assigned to such terms in the Plan. In addition, and notwithstanding any contrary definition in the Plan, for purposes of this Agreement:

(a) “Cause” means: (i) Grantee’s conviction of a felony, a crime of moral turpitude or fraud or Grantee’s having committed fraud, misappropriation or embezzlement in connection with the performance of Grantee’s duties; (ii) Grantee’s willful and repeated failures to substantially perform assigned duties; or (iii) Grantee’s violation of any provision of a written employment-related agreement between Grantee and the Company or express significant policies of the Company. If the Company terminates Grantee’s employment for Cause, the Company shall give Grantee written notice setting forth the reason for Grantee’s termination not later than 30 days after such termination.

(b) “Good Reason” means Grantee’s resignation within 90 days after: (i) a reduction in Grantee’s base salary of 10% or more (unless the reduction is applicable to all similarly situated employees); (ii) a reduction in such Participant’s annual short-term bonus target by the greater of (A) 10 percent and (B) 5 percentage points of such Participant’s target bonus percentage, unless the reduction is applicable

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to all similarly situated employees; (iii) a significant diminution in Grantee’s job responsibilities, duties or authority; (iv) a change in the geographic location of Grantee’s primary reporting location of more than 50 miles; and/or (v) any other action or inaction that constitutes a material breach by the Company of this Agreement.

A termination by Grantee shall not constitute termination for Good Reason unless Grantee first delivers to the General Counsel of the Company written notice: (i) stating that Grantee intends to resign for Good Reason pursuant to this Agreement; and (ii) setting forth with specificity the occurrence deemed to give rise to a right to terminate for Good Reason (which notice must be given no later than 90 days after the initial occurrence of such event). The Company shall have a reasonable period of time (not less than 30 days) to take action to correct, rescind or substantially reverse the occurrence supporting termination for Good Reason as identified by Grantee. Failure by the Company to act or respond to the written notice shall not be deemed to be an admission that Good Reason exists.

(c) “Pro Rata Amount” is defined in Section 4 of this Agreement.

(d) “Qualifying Change of Control” means a Change of Control (as then defined in the Plan) unless (i) Grantee’s Restricted Shares are assumed by the surviving entity of the Change of Control (or otherwise equitably converted or substituted in connection with the Change of Control in a manner approved by the Committee) or (ii) the Company is the surviving entity of the Change of Control.

(e) “Retirement” means your voluntary termination of employment with the Company and its Subsidiaries after you have (i) a length of service of at least ten (10) years and (ii) a combined age and length of service equal to at least sixty (60) years. Your length of service will be determined by the Company, in its sole discretion, and, in that regard if you participate in a tax-qualified 401(k) plan sponsored by the Company or any of its Subsidiaries, your length of service shall be your “vesting service” under such tax-qualified retirement plan in which you participate. For purposes of this section 1(f), service with EQT Corporation prior to November 13, 2018 shall be treated the same as service with the Company and its Subsidiaries. The termination of your employment by the Company shall not qualify as Retirement.

(f) “Restricted Period” means the period prior to the Vesting Date when the Restricted Shares are subject to the restrictions imposed under Section 2.

(g) “Restricted Shares” means the number of restricted shares awarded to Grantee on the Grant Date as designated in the first paragraph of this Agreement.

(h) “Vesting Commencement Date” means January 1, 2019.

(i) “Vesting Date” is defined in Section 3 of this Agreement.

2.    Restrictions. Restricted Shares may not be sold, transferred, exchanged, assigned, pledged, hypothecated or otherwise encumbered. The restrictions imposed under this Section 2 shall apply to all shares of the Company’s Common Stock or other securities issued with respect to Restricted Shares hereunder in connection with any merger, reorganization, consolidation, recapitalization, stock dividend or other change in corporate structure affecting the Common Stock of the Company.

3.    Vesting of Restricted Shares. Except as may be otherwise provided below, including in Section 4, or under any written employment-related agreement with Grantee (including any confidentiality, non-solicitation, non-competition, change of control or similar agreement), if any, 100% of the Restricted Shares will vest and become non-forfeitable (and the restrictions imposed on the Restricted Shares under Section 2 will expire) on the third anniversary of the Vesting Commencement Date, provided Grantee has continued in the employment of the Company and/or its Affiliates through such date. Any date on which the Restricted Shares vest shall be considered a “Vesting Date.”

Notwithstanding anything to the contrary in this Agreement, if Grantee’s employment is terminated and such termination is voluntary, including a Retirement, and Grantee remains on the board of directors of the Company or any subsidiary or affiliate of the Company whose equity is publicly traded on the New York Stock Exchange or the NASDAQ Stock Market following such termination of employment, Grantee’s shall be treated as employed for purposes of this Agreement as long as Grantee remains on such board of directors, in which case any references herein to Grantee’s employment shall be deemed to include his or her continued service on such board.

4.    Acceleration / Forfeiture in the Event of a Change in Status.

(a) Notwithstanding Section 9 of the Plan, in the event that following a Change of Control that is not a Qualifying Change of Control, (i) Grantee’s employment is terminated without Cause or (ii) Grantee resigns for Good Reason, in each case prior to the second anniversary of the effective date of the Change of Control, the Restricted Shares will vest, each provided Grantee has continued in the employment of the Company and/or its Affiliates through such date.

As a condition to the vesting of any Restricted Shares pursuant to Section 4(a) above, Grantee will be required to execute and not revoke a full release of claims in a form acceptable to the Company within 30 days of the termination or resignation, as applicable. Failure to satisfy this condition will result in forfeiture of such Restricted Shares.

(b) Except as provided in Section 4(a) above, if Grantee’s termination is due to Grantee’s death or Disability, 100% of the Restricted Shares will vest, provided Grantee has continued in the employment of the Company and/or its Affiliates through such date.

As a condition to the vesting of any Restricted Shares pursuant to Section 4(b) above, Grantee (or Grantee’s estate or beneficiary) will be required to execute and not revoke a full release of claims in a form acceptable to the Company within 30 days of the termination. Failure to satisfy this condition will result in forfeiture of such Restricted Shares.

(c) Except as provided in Section 4(a) above, if Grantee’s termination is due to Grantee’s Retirement, a pro rata portion of the Restricted Shares will vest (the number of Restricted Shares then vesting is defined as the “Pro Rata Amount”), provided Grantee has continued in the employment of the Company and/or its Affiliates through such date. The Pro Rata Amount shall equal the total number of Restricted Shares granted pursuant to this Agreement multiplied by a fraction, the numerator of which is the number of months of continuous employment with the Company or a Subsidiary from the Vesting Commencement Date through the date of Grantee’s Retirement and the denominator of which is 36. When determining the Pro Rata Amount, Grantee shall be considered to have been employed with the Company or a Subsidiary for a full calendar month so long as Grantee is employed by such entity for at least one day during such calendar month.

As a condition to the vesting of any Restricted Shares pursuant to Section 4(c) above, Grantee will be required to execute and not revoke a full release of claims in a form acceptable to the Company within 30 days of the termination. Failure to satisfy this condition will result in forfeiture of such Restricted Shares.

(d) Except as may be otherwise provided under any written employment-related agreement with Grantee, if any, in the event Grantee’s employment terminates for any other reason at any time prior to the applicable Vesting Date, all of Grantee’s Restricted Shares will immediately be forfeited without further consideration or any act or action by Grantee. For purposes of clarity, in the event Grantee’s employment is terminated other than for performance reasons, the Committee may determine that all or a portion of the Restricted Shares shall vest upon Grantee’s termination.

5.    Delivery of Shares. The Restricted Shares will be registered in the name of Grantee as of the Grant Date and may be held by the Company during the Restricted Period in certificated or uncertificated form. If a certificate for Restricted Shares is issued during the Restricted Period, such certificate shall be registered in the name of Grantee and shall bear a legend in substantially the following form (in addition to any legend required under applicable state securities laws): “This certificate and the shares of stock represented hereby are subject to the terms and conditions (including forfeiture and restrictions against transfer) contained in a Restricted Stock Award Agreement between the registered owner of the shares represented hereby and Equitrans Midstream Corporation. Release from such terms and conditions shall be made only in accordance with the provisions of such Award Agreement, copies of which are on file in the offices of Equitrans Midstream Corporation.” Stock certificates for the shares, without the first above legend, shall be delivered to Grantee or Grantee’s designee upon request of Grantee after the expiration of the Restricted Period, but delivery may be postponed for such period as may be required for the Company with reasonable diligence to comply, if deemed advisable by the Company, with registration requirements under the Securities Act of 1933, listing requirements under the rules of any stock exchange, and requirements under any other law or regulation applicable to the issuance or transfer of the Restricted Shares.

6.    Dividends and Distributions. If the Restricted Shares are outstanding on the record date for dividends or other distributions with respect to the Company’s Common Stock (whether made in cash or stock, unless made in accordance with any shareholder rights plan or similar arrangement), any such dividends or distributions paid with respect to such shares during the Restricted Period shall be held and the Grantee shall accrue a right to receive a cash payment in respect of such dividends or distributions. Any cash payment owed to Grantee pursuant to this Section 6 shall be subject to the same time-vesting conditions and transfer restrictions as apply to the Restricted Shares with respect to which it relates.

7.    Voting Rights. Grantee shall be entitled to vote the Restricted Shares.

8.    Payment of Taxes. The Company or any Affiliate employing Grantee has the authority and the right to deduct or withhold, or require Grantee to remit to the employer, an amount sufficient to satisfy federal, state, and local taxes (including Grantee’s FICA obligation) required by law to be withheld with respect to any taxable event arising as a result of this award. With respect to withholding required upon any taxable event arising as a result of this award, the employer shall satisfy the tax withholding required by withholding shares of Common Stock having a Fair Market Value as of the date that the amount of tax to be withheld is to be determined equal to the amount of tax required to be withheld. The obligations of the Company under this Agreement will be conditional on such payment or arrangements, and the Company and, where applicable, its Affiliates will, to the extent permitted by law, have the right to deduct any such taxes from any payment of any kind otherwise due to Grantee.

9.    Plan Controls. This Agreement and Grantee’s rights hereunder are subject to all the terms and conditions of the Plan and such rules and regulations as the Committee may adopt for administration of the Plan. It is expressly understood that the Committee is authorized to interpret and administer the Plan and this Agreement, and to make all decisions and determinations as it may deem to be necessary or advisable for the administration thereof, all of which shall be final and binding upon Grantee and the Company. In the event of any actual or alleged conflict between the provisions of the Plan and the provisions of this Agreement, the provisions of the Plan shall be controlling and determinative. Any conflict between this Agreement and the terms of a written employment-related agreement with Grantee effective on or prior to the Grant Date shall be decided in favor of the provisions of such employment-related agreement.

10.    Recoupment Policy. The award of Restricted Shares and any amounts paid to Grantee hereunder, and any cash or other benefit acquired on the sale of shares of Common Stock distributed hereunder, shall be subject to the terms and conditions of any compensation recoupment policy of the Company, to the extent such policy is applicable to Grantee and the Restricted Shares.

11.    Relationship to Other Benefits. The Restricted Shares shall not affect the calculation of benefits under the Company’s or its Affiliates’ qualified retirement plans or any other retirement, compensation or benefit plan or program of the Company or its Affiliates, except to the extent specifically provided in such other plan or program. Nothing herein shall prevent the Company or its Affiliates from maintaining additional compensation plans and arrangements.

12.    Amendment. Subject to the terms of the Plan, this Agreement may be modified or amended by the Committee; provided that no such amendment shall materially and adversely affect the rights of Grantee hereunder without the consent of Grantee. Notwithstanding the foregoing, Grantee hereby expressly agrees to any amendment to the Plan and this Agreement to the extent necessary to comply with applicable law or changes to applicable law (including, but not limited to, Code Section 409A) and related regulations or other guidance and federal securities laws.

13.    Successor. All obligations of the Company under the Plan and this Agreement, with respect to the Restricted Shares, shall be binding on any successor to the Company, whether the existence of such successor is the result of a direct or indirect purchase, merger, consolidation, or otherwise, of all or substantially all of the business and/or assets of the Company.

14.    Applicable Law. This Agreement shall be governed by and construed under the laws of the Commonwealth of Pennsylvania without regard to its conflict of law provisions.

15.    Notice. Except as may be otherwise provided by the Plan or determined by the Committee and communicated to Grantee, notices and communications hereunder must be in writing and shall be deemed sufficiently given if either hand-delivered or if sent by fax or overnight courier, or by postage paid first class mail. Notices sent by mail shall be deemed received five business days after mailed, but in no event later than the date of actual receipt. Notices shall be directed, if to Grantee, at Grantee’s address indicated by the Company’s records or, if to the Company, at the Company’s principal executive office, Attention: Director, Total Rewards.

16.    Dispute Resolution. Any dispute regarding the payment of benefits under this Agreement or the Plan shall be resolved in accordance with any dispute resolution procedures of the Company, to the extent such procedures are applicable to the Plan and this award. A copy of any such procedures will be available upon request or made available on the Fidelity NetBenefits website, which can be found at www.netbenefits.fidelity.com.

17.    Tax Consequences to Grantee. It is intended that: (i) until the applicable Vesting Date occurs, Grantee’s right to payment for an award under this Agreement shall be considered to be subject to a substantial risk of forfeiture in accordance with those terms as defined or referenced in Sections 83(a), 409A and 3121(v)(2) of the Code; and (ii) until the award vests on the applicable Vesting Date, Grantee shall have merely an unfunded, unsecured promise to receive such award.

18.    Plan and Company Information. Grantee may access important information about the Company and the Plan through the Company’s website. Copies of the Plan and Plan Prospectus can be found by logging into the Fidelity NetBenefits website, which can be found at www.netbenefits.fidelity.com, and

clicking on the “Stock Plans” tab and then following the prompts to the Plan documents. Copies of the Company’s most recent Annual Report on Form 10-K, Proxy Statement and other information generally delivered to the Company’s shareholders can be found at www.equitransmidstream.com by clicking on the “Investors” link on the main page and then “Financial Filings” and “SEC Filings.” Paper copies of such documents are available upon request made to the Company’s Corporate Secretary.

EX-10.7(C)

Exhibit 10.7(c)

PARTICIPANT AWARD AGREEMENT

(2019 PSU Program)

March 1, 2019

 Dear [Name]:

Pursuant to the terms and conditions of the Equitrans Midstream Corporation 2018 Long-Term Incentive Plan (as amended from time to time, the “Plan”) and the 2019 Performance Share Unit Program (the “Program”), effective January 1, 2019, the Management Development and Compensation Committee (the “Committee”) of the Board of Directors of Equitrans Midstream Corporation (the “Company”) grants you «NumberUnits» Target Performance Share Units (the “Award”), the value of which is determined by reference to the Company’s common stock.  The terms and conditions of the Award, including, without limitation, vesting and distribution, shall be governed by the provisions of this Participant Award Agreement and the Program document attached hereto as Exhibit A; provided that the Award is also subject to the terms and limits included within the Plan. As approved, the Award will be settled in shares of Company common stock; however, the Committee retains the discretion to settle the Award in cash, Company common stock or any combination thereof.

The terms contained in the Plan and the Program are hereby incorporated into and made a part of this Participant Award Agreement, and this Participant Award Agreement shall be governed by and construed in accordance with the Program and the Plan. In the event of any actual or alleged conflict between (a) the provisions of the Plan and the provisions of this Participant Award Agreement, the provisions of the Plan shall be controlling and determinative, and (b) the provisions of this Participant Award Agreement and the terms of any written employment-related agreement that you have with the Company (including any confidentiality, non-solicitation, non-competition, change of control or similar agreement), the terms of such employment-related agreement shall be controlling and determinative.

You may access important information about the Company and the Plan through the Company’s website. Copies of the Plan and Plan Prospectus can be found by logging into the Fidelity NetBenefits website, which can be found at www.netbenefits.fidelity.com, and clicking on the “Stock Plans” tab and then following the prompts for your Plan documents. Copies of information generally delivered to the Company’s shareholders can be found at www.equitransmidstream.com by clicking on the “Investors” link on the main page and then “Financial Filings” and “SEC Filings.” Paper copies of such documents are available upon request made to the Company’s Corporate Secretary.

Your Award under the Program will be effective only if, no later than 45 days after the date of this Participant Award Agreement, (a) you accept your Award through the Fidelity NetBenefits website and (b) to the extent you are not already subject to a confidentiality, non-solicitation and non-competition agreement with the Company, you execute a confidentiality, non-solicitation and non-competition agreement acceptable to the Company.

When you accept your Award through the Fidelity NetBenefits website, you shall be deemed to have (a) acknowledged receipt of this Award granted on the date of this Participant Award Agreement (the terms of which are subject to the terms and conditions of this Participant Award Agreement, the Program document and the Plan) and copies of this Participant Award Agreement, the Program document and the Plan, and(b) agreed to be bound by all the provisions of this Participant Award Agreement, the Program document and the Plan.

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EX-10.8

Exhibit 10.8

EQUITRANS MIDSTREAM CORPORATION

FIRST AMENDMENT TO THE

2018 INCENTIVE PERFORMANCE SHARE UNIT PROGRAM

WHEREAS, EQT Corporation (“EQT”) sponsors the EQT Corporation 2018 Incentive Performance Share Unit Program (the “2018 Program”) effective as of January 1, 2018;

WHEREAS, on November 12, 2018, Equitrans Midstream Corporation (“ETRN”) became a publicly traded company when its former parent company, EQT, separated its midstream business from its upstream business (the “Separation”);

WHEREAS, in connection with Separation, EQT and ETRN entered into an Employee Matters Agreement dated November 12, 2018 (the “EMA”), pursuant to which EQT and ETRN agreed to the adjustment and replacement of equity compensation awards denominated in EQT common stock in part with awards denominated in ETRN common stock;

WHEREAS, pursuant to Section 4.02(f)(iii) of the EMA, (A) a portion of all outstanding awards previously granted under the 2018 Program were converted into performance awards denominated in ETRN common stock (such portion the “SpinCo IPSUP Award (2018)”) and (B) two-thirds of the SpinCo IPSUP Award (2018) shall be earned based on new performance goals related to ETRN performance from the period from January 1, 2019 to December 31, 2020; and

WHEREAS, the ETRN Management Development and Compensation Committee (the “Compensation Committee”) wishes to amend the SpinCo IPSUP Award (2018) to adopt new performance goals related to ETRN pursuant to the EMA.

NOW, THEREFORE, the Compensation Committee hereby adopts the following amendment to the 2018 Program effective as of November 12, 2018.

I. A new Section 21 is added to read as follows:

Section 21. Separation and Distribution. Notwithstanding anything herein to the contrary, on November 12, 2018, Equitrans Midstream Corporation (“ETRN”) became a publicly traded company when its former parent company, the Company, separated its midstream business from its upstream business (the “Separation”). Pursuant to Section 4.02(f)(iii) of an Employee Matters Agreement entered into by the Company and ETRN in connection with the Separation (the “EMA”), a portion of all outstanding awards previously granted under the Program were converted into performance awards denominated in ETRN common stock (such portion the “SpinCo IPSUP Award (2018)”). Therefore, notwithstanding anything herein to the contrary and pursuant to the terms of the EMA, effective as of November 12, 2018:

(a) one-third of the SpinCo IPSUP Award (2018) shall be earned based on actual performance as of December 31, 2018 with respect to the performance goals applicable to such award immediately prior to the Separation, after which time payment with respect to such portion of the award shall be solely subject to a Participant’s continued employment with ETRN until the payment date following December 31, 2020;

(b) two-thirds of the SpinCo IPSUP Award (2018) (the “ETRN Performance Award”) shall be earned based on the following new performance conditions (collectively, the “ETRN Performance Conditions”): (i) ETRN’s total shareholder return (“Total Shareholder Return,” or “TSR”) relative to the TSR of an ETRN peer group (“Relative TSR”), calculated as described in Attachment E for the ETRN Performance Period (defined below), and (ii) the ETRN’s Cumulative TSR Per Share, calculated as described in Attachment F for the ETRN Performance Period. For purposes of this Program, the “ETRN Performance Period” shall mean the period commencing on January 1, 2019 and continuing thereafter until the earlier of (a) December 31, 2020 and (b) the closing date of a Qualifying Change of Control; and

(c) the Payout Factor, as defined in Section 5 above, with respect to the ETRN Performance Award shall be calculated as set forth on Attachment G.

Except as otherwise set forth in this Section 21, the Program shall continue in full force and effect subject to the terms and conditions herein.

II. New Attachments E through G are added to read as follows:

Attachment E

2018 Incentive Performance Share Unit Program

Calculation of Relative Total Shareholder Return

For purposes of the ETRN Performance Awards, “Total Shareholder Return” or “TSR” shall mean the total shareholder return as determined by dividing (i) the sum of (A) the Ending Period Average Price minus the Beginning Period Average Price plus (B) all dividends and other distributions paid on the issuer’s shares during the ETRN Performance Period, assuming such dividends and other distributions are invested in shares on the ex-dividend date for such dividendor other distribution, by (ii) the Beginning Period Average Price. The ETRN Management Development and Compensation Committee (“ETRN MDCC”) shall have the authority to make appropriate equitable adjustments to account for extraordinary items affecting the TSR.

For purposes of calculating TSR, “Beginning Period Average Price” shall mean the average official closing price per share of the issuer over the 15 consecutive trading days ending with and including December 31, 2018 (if the applicable day is not a trading day, the immediately preceding trading day).

For purposes of calculating TSR, “Ending Period Average Price” shall mean the average official closing price per share of the issuer over the 15 consecutive trading days ending with and including December 31, 2020 (if the applicable day is not a trading day, the immediately preceding trading day).

Each company, including ETRN, will be ranked in descending order by the TSR so calculated. In the event any member of the Peer Group identified below liquidates or reorganizes under the United States Bankruptcy Code (U.S.C. Title 11) before the end of the ETRN Performance Period, such member shall remain in the Peer Group for purposes of calculating the Payout Factor. If any member of the Peer Group is acquired by another entity before the end of the ETRN Performance Period, such member shall be removed from the Peer Group for purposes of calculating the Payout Factor. In all other cases involving merger, reorganization or material change in ownership, legal structure, or business operations of any member of the Peer Group before the end of the ETRN Performance Period, the ETRN MDCC shall have discretionary authority to retain, remove, or replace such member for purposes of calculating the Payout Factor.

Peer Group

For purposes of the ETRN Performance Awards, the Peer Group shall consist of the following companies:

Enterprise Products Partners LP

Energy Transfer LP

Kinder Morgan Inc.

The Williams Companies Inc.

MPLX LP

ONEOK Inc.

Plains All American Pipeline LP

Cheniere Energy Inc.

Magellan Midstream Partners LP

Targa Resources Corp

Andeavor Logistics LP

Western Gas Equity Partners LP

Phillips 66 Partners LP

Enable Midstream Partners LP

Antero Midstream GP LP

DCP Midstream LP

Buckeye Partners LP

Plains GP Holdings LP

Crestwood Equity Partners LP

EnLink Midstream LLC

Attachment F

2018 Incentive Performance Share Unit Program

Calculation of Cumulative TSR Per Share

For purposes of the ETRN Performance Awards, “Cumulative TSR Per Share” shall mean the number determined by adding the sum of (A) the Ending Period Average Price minus the Beginning Period Average Price plus (B) all dividends and other distributions paid on the issuer’s shares during the ETRN Performance Period. The ETRN MDCC shall have the authority to make appropriate equitable adjustments to account for extraordinary items affecting the Cumulative TSR Per Share.

For purposes of calculating Cumulative TSR Per Share, “Beginning Period Average Price” shall mean the average official closing price per share of the issuer over the 15 consecutive trading days ending with and including December 31, 2018 (if the applicable day is not a trading day, the immediately preceding trading day).

For purposes of calculating Cumulative TSR Per Share, “Ending Period Average Price” shall mean the average official closing price per share of the issuer over the 15 consecutive trading days ending with and including December 31, 2020 (if the applicable day is not a trading day, the immediately preceding trading day).

Attachment G

2018 Incentive Performance Share Unit Program

Calculation of Payout Factor

The Payout Factor will be determined based on the level of achievement of the ETRN Performance Conditions during the ETRN Performance Period. Performance under each metric is independent of performance under the other metrics.

The performance results for Relative TSR and Cumulative TSR Per Share based on the charts below are multiplied by the applicable weightings and then added together to determine a preliminary payout factor.

Relative TSR Ranking (80% Weight)

	Threshold	Target	Maximum
Performance Goal	At 25th percentile	50th percentile	At or above 75th percentile
Payout Factor	50%	100%	300%

Cumulative TSR Per Share (20% Weight)

	Threshold	Target	Maximum
Performance Goal	Cumulative TSR Per Share of $3.80	Cumulative TSR Per Share of $7.10	Cumulative TSR Per Share of $10.40
Payout Factor	50%	100%	300%

NOTE: Above Threshold all Payout Factors are interpolated on a straight-line basis between the data points above, with 300% being the maximum in all cases. Below threshold, the Payout Factor shall be zero.

EX-10.9

Exhibit 10.9

EQUITRANS MIDSTREAM CORPORATION2019 SHORT-TERM INCENTIVE PLAN

Section 1.Incentive Plan Purposes. The main purposes of the Equitrans Midstream Corporation (the “Company”) Short-Term Incentive Plan (the “Plan”) are to maintain a competitive level of total cash compensation by providing the Company’s employees with an opportunity to earn incentives based upon the achievement of performance goals over a specified performance period and to align the interests of the Company’s employees with those of the Company’s shareholders and customers and with the strategic objectives of the Company.

Section 2.Effective Date; Performance Periods. The effective date of this Plan is January 1, 2019. The Plan will remain in effect until formally amended or terminated in writing by the Company’s Board of Directors (“Board”) or the Management Development and Compensation Committee of the Board (“Committee”) and as provided in Section 14 or the occurrence of a Change of Control as provided in Section 11. Unless otherwise determined by the Committee and subject to Section 11, each performance period under the Plan (each, a “Performance Period”) shall begin on January 1 and end on December 31 of each calendar year.

Section 3.Eligibility. All employees of the Company shall be eligible to participate in the Plan (each, a “Participant”). Notwithstanding the foregoing, the Committee may exclude specific employees from participation in the Plan in its complete and sole discretion.

Section 4.Administration of the Plan. The Plan shall be administered by the Committee or its delegate. On an annual or periodic basis, as determined by the Committee, for each Performance Period, (i) the Committee shall determine the Performance Metrics, as defined in Section 5 , and (ii) (A) the Committee shall set target incentive percentages (the “Target Incentive Percentages”) for the Chief Executive Officer of the Company (“CEO”), all direct reports to the CEO, and all executive officers of the Company (collectively, the “Designated Participants”), and (B) the CEO shall determine the Target Incentive Percentages for all other Participants. The Committee shall review the aggregate payout amounts attributable to the Target Incentive Percentages for all Participants for each Performance Period.

Prior to payment of any Award Bonus (as defined in Section 6(b)) for any Performance Period the Committee shall certify in writing the Performance Metrics achieved and related payout factor earned for such Performance Period, which writing may include meeting minutes of the Committee.

Section 5.Program Metrics.

(a) Each Performance Period shall have specific metrics (the “Performance Metrics”). These Performance Metrics will support the business of the

Company, or an affiliate, as applicable, and be based upon the specific performance measures established for the Performance Period.

(b) The Performance Metrics for each Performance Period shall be determined in writing by the Committee; provided that in no event will Performance Metrics be established when the outcome of such Performance Metrics is no longer substantially uncertain.

(c) The Performance Metrics determined by the Committee will be objectively determinable goals based upon one or more performance measures determined at the discretion of the Committee, including, by way of example but without limitation, the following:

• earnings per share or unit

• revenue

• expenses

• return on equity

• return on total capital

• return on assets

• earnings (such as net income, EBIT and similar measures)

• cash flow (such as EBITDA, after-tax cash flow, distributable cash flow and similar measures)

• share or unit price

• debt reduction or leverage

• gross margin

• operating income

• volumes metrics (such as volumes transported or processed and similar measures)

• operating efficiency metrics (such as general and administrative (G&A) metrics, unit gathering, compression and water services expenses and other midstream efficiency measures, lost and unaccounted for gas metrics, compressor or processing downtime and similar measures)

• construction efficiency metrics (such as timely completion, cost within budget and similar measures)

• customer service measures (such as wait time, on-time service, calls answered and similar measures)

• closing of a transaction

• safety and environmental performance

• total shareholder or unitholder return

(d) The Performance Metrics may be based either on the performance of the Company, or an affiliate, branch, department or other portion thereof, for the applicable Performance Period and/or upon a comparison of such performance with the performance of a peer group of corporations and partnerships, prior Company performance or other comparative measure

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selected by the Committee before, at, or, subject to subsection (b) above, after the time of determining each Target Bonus (as defined in Section 6(a) for the applicable Performance Period. Performance Metrics may be specified in absolute terms, on an adjusted basis, in percentages, or in terms of growth or reduction from period to period or growth or reduction rates over time, as well as measured relative to the performance of a group of comparator companies, or a published or special index, or a stock market index, that the Committee deems appropriate. Performance Metrics need not be based upon an increase or positive result under a business criterion and could include, for example, the maintenance of the status quo, the reduction of expenses or the limitation of economic losses (measured, in each case, by reference to a specific business criterion). Performance Metrics may, but need not, be determinable in conformance with generally accepted accounting principles.

(e) When the Performance Metrics are determined by the Committee, the weighting assigned to, and the levels of achievement (e.g., Threshold, Target, Maximum) for, if any, each Performance Metric shall be specified. In addition, the Committee may specify that any determination of achievement of the Performance Metrics shall exclude or otherwise objectively adjust for any specified circumstance or event that occurs during the Performance Period, including, by way of example but without limitation, the following: (A) non-recurring, non-operational gains, losses and impairments (other than amounts attributable to the write-down, abandonment of disposition of assets never placed in service); (B) the effect of changes in tax laws, accounting principles or other laws or provisions; and (C) acquisitions or divestitures.

Section 6.Target and Award Bonuses.

(a) A Participant’s target bonus is calculated by multiplying the Participant’s Target Incentive Percentage by the Participant’s base salary at the beginning of the applicable Performance Period (“Target Bonus”).

(b) A Participant’s award bonus (“Award Bonus”) is determined following the end of the applicable Performance Period. Award Bonuses for each Performance Period are calculated by multiplying (i) the Participant’s Target Incentive Percentage, by (ii) the Participant’s base salary earned during such Performance Period, calculated as determined by the Committee, by (iii) the payout factor attributable to the actual level of achievement for each Performance Metric.

(c) The Committee shall have no discretion to increase any Award Bonus that would otherwise be payable based upon attainment of the Performance Metrics, but the Committee may in its discretion reduce or eliminate such Award Bonus (including in the event of the fatality of, or a serious injury to,

3

a Company employee or contractor); provided, however, that the exercise of such negative discretion shall not be permitted to result in any increase in the amount of any Award Bonus payable to any other Participant. Notwithstanding the foregoing, the Committee shall have the discretion to designate an aggregate payment amount (a “Discretionary Pool”) that may be paid to any or all of the Participants in such amounts and to such Participants as determined by the CEO in his or her sole discretion; provided that, the Committee must approve any payment from the Discretionary Pool that is to be paid to a Designated Participant. In the event any payments are made from a Discretionary Pool, the timing of such payments shall be in accordance with the provisions of Section 6(e) or, if applicable, Section 9(d). For purposes of clarity, any payment to a Participant from the Discretionary Pool shall be in excess of the payment amount such Participant is entitled to based upon attainment of the Performance Goals under his or her award.

(d) The maximum aggregate Award Bonus payable to any Participant for any calendar year is $5,000,000.

(e) Except as provided in Section 7 of the Plan, Award Bonuses shall be paid in cash no later than 2½ months after the end of a Performance Period in which the right to payment is no longer subject to a substantial risk of forfeiture; provided, further, that the Committee has determined and certified in writing the extent to which the Performance Metrics have been attained and the Award Bonuses have been earned.

Section 7.Form of Payment. The Committee may, in its discretion, determine to satisfy, in whole or in part, an obligation for any Award Bonus by issuing, in substitution for a cash payment, in whole or in part, shares of Company common stock having a fair market value (measured as of the date of the Committee’s determination of the payment amount) equal to the cash payment, under and pursuant to the terms of the Company’s 2018 Long-Term Incentive Plan, or any successor or substitute plan.

Section 8.Impact on Benefit Plans. Payments under the Plan shall not be considered as earnings for purposes of the Company’s qualified retirement plans or any such retirement or benefit plan unless specifically provided for and defined under such plans or as otherwise determined by the Committee.

Section 9.Tax Consequences.

(a) It is intended that nothing in this Plan shall cause the Participants in the Plan to be taxed currently under the Constructive Receipt or Economic Benefit Doctrines and as expressed in Sections 451 and 83 of the Code. The terms, requirements and limitations of this Plan shall be interpreted and applied in a manner consistent with such intent.

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(b) It is intended that the Award Bonuses payable under the Plan shall either be exempt from the application of, or comply with, the requirements of Section 409A of the Code. The Plan shall be construed in a manner that effects such intent. Nevertheless, the tax treatment of the benefits provided under the Plan or any Award Bonus is not warranted or guaranteed. None of the Company, its affiliates and their respective directors, officers, employees or advisers shall be held liable for any taxes, interest, penalties or other monetary amounts owed by any Participant or other taxpayer as a result of the Plan or any Award Bonus.

(c) Notwithstanding anything in the Plan to the contrary, to the extent that any Award Bonus would constitute non-exempt “deferred compensation” for purposes of Section 409A of the Code and would be payable or distributable under the Plan by reason of the occurrence of a Change of Control, or the Participant’s disability or separation from service, such amount or benefit will not be payable or distributable to the Participant by reason of such circumstance unless the circumstances giving rise to such Change of Control, disability or separation from service meet any description or definition of “change in control event”, “disability” or “separation from service”, as the case may be, in Section 409A of the Code and applicable regulations (without giving effect to any elective provisions that may be available under such definition). This provision does not prohibit the vesting of any Award Bonus upon a change of control, disability or separation from service, however defined. If this provision prevents the payment or distribution of any Award Bonus, such payment shall be made on the date that would have applied absent such designated event or circumstance.

(d) Notwithstanding anything in the Plan to the contrary, to the extent that any Award Bonus would constitute non-exempt “deferred compensation” for purposes of Section 409A of the Code and would otherwise be payable under this Plan by reason of a Participant’s separation from service during a period in which the Participant is a Specified Employee (as defined below), then, subject to any permissible acceleration of payment by the Committee under Treas. Reg. Section 1.409A-3(j)(4)(ii) (domestic relations order), (j)(4)(iii) (conflicts of interest), or (j)(4)(vi) (payment of employment taxes): (i) the amount of such non-exempt deferred compensation that would otherwise be payable during the six-month period immediately following the Participant’s separation from service will be accumulated through and paid or provided on the first day of the seventh month following the Participant’s separation from service (or, if the Participant dies during such period, within 30 days after the Participant’s death) (in either case, the “Required Delay Period”); and (ii) the normal payment or distribution schedule for any remaining payments or distributions will resume at the end of the Required Delay Period. For purposes of this Plan, the term “Specified Employee” has the meaning given such term in Code Section 409A and the final regulations thereunder,

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provided, however, that, as permitted in such final regulations, the Company’s Specified Employees and its application of the six-month delay rule of Code Section 409A(a)(2)(B)(i) shall be determined in accordance with rules adopted by the Board or any committee of the Board, which shall be applied consistently with respect to all nonqualified deferred compensation arrangements of the Company, including this Plan.

Section 10.Change of Status. In making decisions regarding employees’ participation in the Plan, the Committee may consider any factors that they may consider relevant. The following guidelines are provided as general guidelines regarding employee status changes:

(a) New Hire, Transfer, Promotion. New employees hired on or prior to September 30 during any Performance Period are eligible to participate in the Plan and earn a pro rata Award Bonus for such Performance Period. Target Incentive Percentages for newly hired Designated Participants are determined by the Committee. Target Incentive Percentages for all other newly hired Participants are determined by the CEO. Target Incentive Percentages for employees who are promoted or transferred during a Performance Period may be adjusted on a pro rata basis to reflect the percentage that would be associated with the new position.

(b) Termination. No amount shall be paid to an employee who resigns for any reason before such employee’s Award Bonus is paid; provided, however, a pro rata Award Bonus may be paid based on actual performance as of the end of the Performance Period in the event of the employee’s termination of employment as a result of his or her death, disability, or retirement; provided the employee otherwise qualifies for payment of an Award Bonus. In the event that an Award Bonus is paid on behalf of an employee who has terminated employment by reason of death, any such payments or other amounts due shall be paid to the employee’s estate in accordance with the provisions of Section 6(e) or, if applicable, Section 9(d), but subject to the Committee’s overall discretion as provided in Section 6(c). In the event an Award Bonus is paid on behalf of an employee who has terminated by reason of disability or retirement, any amount earned shall be paid to Participants on such pro-rata basis in accordance with the provisions of Section 6(e) or, if applicable, Section 9(d), but subject to the Committee’s overall discretion as provided in Section 6(c).

For purposes of this Section 10(b), “retirement” means a Participant’s voluntary termination of employment with the Company and its subsidiaries after he or she has (i) a length of service of at least ten (10) years and (ii) a combined age and length of service equal to at least sixty (60) years. A Participant’s length of service will be determined by the Company, in its sole discretion, and, in that regard if such Participant participates in a tax-qualified

6

401(k) plan sponsored by the Company or any of its subsidiaries, the Participant’s length of service shall be his or her “vesting service” under such tax-qualified retirement plan in which he or she participates. For purposes of this Section 10(b), service with EQT Corporation prior to November 13, 2018 shall be treated the same as service with the Company and its subsidiaries. The termination of a Participant’s employment by the Company shall not qualify as retirement.

For purposes of this Section 10(b), “disability” shall have the same meaning as under the Company’s 2018 Long-Term Incentive Plan, or its successor plan.

Nothing in the Plan shall confer any right on any employee to continue in the employ of the Company or its affiliates. In the event any payments are made under the guidelines provided in this Section 10, the timing of such payments shall be in accordance with the provisions of Section 6(e) or, if applicable, Section 9(d).

Section 11.Change of Control. In the event of a Change of Control of the Company, as then defined under the Company’s 2018 Long-Term Incentive Plan, or its successor plan, the Performance Period shall end on the date of the Change of Control, and the Performance Metrics shall be deemed to have been achieved for the pro-rata portion of the Performance Period that elapsed through the date of the Change of Control at actual levels. In such event, any Award Bonus earned shall be paid to Participants on such pro-rata basis in accordance with the provisions of Section 6(e) or, if applicable, Section 9(d), but subject to the Committee’s overall discretion as provided in Section 6(c).

Section 12. Compensation Recoupment Policy. Any Award Bonuses paid to Participants shall be subject to the terms and conditions of any compensation recoupment policy adopted from time to time by the Board or any committee of the Board, to the extent such policy is applicable to incentive compensation under this Plan. In addition, the Committee may specify in an incentive award agreement that the Participant’s rights, payments and benefits with respect to an incentive award shall be subject to reduction, cancellation, forfeiture or recoupment upon the occurrence of certain specified events, in addition to any otherwise applicable vesting or performance conditions of an incentive award.

Section 13.Dispute Resolution. The following is the exclusive procedure to be followed by all Participants in resolving disputes arising from payments made under this Plan. All disputes relative to a given Performance Period must be presented to the Company’s Chief Human Resources Officer (who will forward the dispute to the Committee) within thirty (30) days following the payment date of the Award Bonus for that Performance Period, or the Participant’s right to dispute a payment will be irrevocably waived. The Participant with the concern must include a written statement setting forth in reasonable detail, the basis for the dispute, including, but not limited to, specific reference to the pertinent Plan and/or incentive award agreement provisions on which the dispute is based. A decision will be

7

rendered by the Committee within one hundred twenty (120) days of the Committee’s receipt of the dispute. The Chairperson of the Committee will be responsible for preparing a written version of the decision. The decision by the Committee regarding the matter is final and binding on all Participants.

Section 14.Amendment or Termination of this Plan. The Board and the Committee shall each have the right to amend or terminate the Plan at any time. No Participant shall have any vested right, interest or entitlement to any Award Bonus hereunder prior to its payment. The Company shall notify affected Participants in writing of any material amendment that, in the Company’s discretion, may adversely affect the Participant or any Plan termination.

Section 15.Governing Law. The validity, interpretation, construction and effect of the Plan and any rules and regulations relating to the Plan shall be governed by the laws of the Commonwealth of Pennsylvania (without regard to the conflicts of laws thereof), and applicable federal law.

Section 16.Withholding. The Company or any of its affiliates shall have the authority and the right to deduct or withhold, or require a Participant to remit to the Company or such affiliate an amount sufficient to satisfy federal, state and local taxes (including the Participant’s FICA obligation) required by law to be withheld.

Section 17.Severability. If any provision of the Plan is or becomes or is deemed invalid, illegal or unenforceable in any jurisdiction, or would disqualify the Plan under any law deemed applicable by the Committee, such provision shall be construed or deemed amended to conform to applicable laws. If such provision cannot be construed or deemed amended without, in the determination of the Committee, materially altering the intent of the Plan, it shall be deleted and the remainder of the Plan shall remain in full force and effect; provided, however, that, unless otherwise determined by the Committee, the provision shall not be construed or deemed amended or deleted with respect to any Participant whose rights and obligations under the Plan are not subject to the law of such jurisdiction or the law deemed applicable by the Committee.

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EX-10.10

Exhibit 10.10

PARTICIPANT AWARD AGREEMENT

[Date]

[Name]

[Address]

[Address]

Re:    20[ ] Phantom Stock Award – Stock Settled

Dear [Name],

On [Date], you were awarded [__] fully-vested stock units under the Equitrans Midstream Corporation 2018 Long-Term Incentive Plan (the “LTIP”), which have been credited to a subaccount of your Phantom Stock Account (the “2019 Phantom Award Subaccount – Stock”) under Article IV of the Equitrans Midstream Corporation Directors’ Deferred Compensation Plan (the “Deferred Compensation Plan”). Capitalized terms used herein and not otherwise defined have the meanings given such terms in the LTIP and/or the Deferred Compensation Plan (collectively, the “Plans”), as appropriate.

Each stock unit (referred to in the Deferred Compensation Plan as a share of “Phantom Stock”) has the value of one share of Common Stock of the Company, as it may change from time to time, calculated as provided in Section 4.3 of the Deferred Compensation Plan. Dividend equivalents on the Phantom Stock shall be credited and reinvested as additional shares of Phantom Stock as provided in Section 4.2 of the Deferred Compensation Plan.

In accordance with the Deferred Compensation Plan, each unit of Phantom Stock in your 2019 Phantom Award Subaccount – Stock (including Phantom Stock acquired through the reinvestment of dividend equivalents) as of the date of your termination of membership on the Board of Directors of the Company which constitutes a “separation from service” as defined in Section 409A of the Code and applicable regulations (the “Termination Date”) will be converted to actual shares of Common Stock (on a one-for-one basis, rounded down to the nearest whole share) and registered on the books of the Company in your name (or your Beneficiary’s name in the case of your death) as of the Termination Date. You are not provided any election with respect to the taxable year of payment.

The terms contained in the Plans are hereby incorporated into and made a part of this Participant Award Agreement and this Participant Award Agreement shall be governed by and construed in accordance with the Plans. In the event of any actual or alleged conflict between the provisions of the Plans and the provisions of this Participant Award Agreement, the provisions of the Plans shall be controlling and determinative.

Copies of the Plans and Plan Prospectuses are available on BoardVantage in the “Directors Resource Book” folder. Copies of the Company’s Registration Statement on Form 10 dated October 24, 2018 and other information generally delivered to the Company’s shareholders can be found at www.equitransmidstream.com by clicking on the “Investors” link on the main page and then “Financial Filings” and “SEC Filings.” Paper copies of such documents are available upon request made to the Company’s Corporate Secretary.

If you have any questions, please call me at [Number].

Very truly yours,

EX-10.12

Exhibit 10.12

April 2, 2019

Stephen M. Moore

14734 Bramblewood Drive

Houston, Texas 77079

Dear Stephen:

Please accept this letter as a personal invitation to join our team and an official offer of at-will employment as Senior Vice President and General Counsel of Equitrans Midstream Corporation (“Equitrans Midstream” or the “Company”) in our Canonsburg, Pennsylvania office, reporting to Tom Karam, President & Chief Executive Officer. Your election as Senior Vice President and General Counsel of Equitrans Midstream Corporation will take place following your acceptance of this offer and satisfaction of the conditions set forth below.

Please carefully review the following sections of this letter, as they delineate the conditions of our offer. This offer is contingent upon action by the Board of Directors of Equitrans Midstream approving your election to the position identified above and the terms of this letter, as well as the successful completion of a mandatory drug screen, background check, and our Director and Officer Questionnaire, and execution and delivery of the Confidentiality, Non-Solicitation and Non-Competition Agreement referenced below. If you have questions about these pre-employment evaluations, please contact Erin Morse at 412-395-3266.

Base Salary

Your beginning base salary will be $14,423.08 paid bi-weekly. This is equivalent to approximately $375,000.00 annually. Future adjustments in base salary, if any, will be made by the Management Development and Compensation Committee of the Board of Directors (the “Compensation Committee”) in conjunction with its annual performance review process.

Short-Term (or Annual) Incentive Compensation

In addition to your base salary, Equitrans Midstream offers incentive compensation under a Short-term Incentive Plan (“STIP”). If you choose to participate in the STIP, your 2019 target will be 80% of your base salary; this is equivalent to $300,000.00.

To be eligible for the STIP, please execute the enclosed Alternative Dispute Resolution Program Agreement ("ADR Program Agreement").  Under ETRN's ADR Program, you and ETRN agree to submit Employment Disputes (as defined in the ADR Program) to final and binding arbitration.

Long-Term Incentive Plan (Performance)

Upon execution of the enclosed Confidentiality, Non-Solicitation and Non-Competition Agreement, we will recommend that the Compensation Committee grant you awards valued at approximately $725,000.00 in 2019, as a participant in the Equitrans Midstream Corporation 2018 Long-Term Incentive Plan.

Equitrans Midstream Corporation | 2200 Energy Drive | Canonsburg, PA 15317

www.equitransmidstream.com

Confidentiality, Non-Solicitation and Non-Competition Agreement

This offer is conditioned upon you executing the enclosed Confidentiality, Non-Solicitation and Non-Competition Agreement (“Non-Compete Agreement”).

Work Schedule Options

In order to provide employees with a way to maintain work/life balance, Equitrans Midstream has two work schedule options – a 9/80 work schedule and a traditional 8-hour day/5 days per week option. Under the 9/80 work schedule, during the standard 80-hour pay period employees work eight 9-hour days (Monday through Thursday) and one 8-hour day (Friday), with a tenth day off (alternate Friday).

Initially, you will work the traditional work schedule until you make a selection and discuss it with your supervisor. Detailed information on these work schedule options, holidays and vacation will be covered in orientation. You will have 31 days to make your schedule selection.

Employee Benefits

You will have the opportunity to participate in such group medical, dental, life and disability insurance plans, retirement and savings plans and other fringe benefit programs as are available generally to employees of the Company, and as may be amended from time-to-time.

Perquisites

• Enhanced Life Insurance

As an Equitrans Midstream employee, the Company provides you with life insurance benefits equal to your annual base salary at no cost to you. Participants in the Equitrans Midstream Perquisites Program receive life insurance benefits equal to two times their annual base salary at no cost. No physical examination or completion of additional enrollment forms are required by you.

• Financial Planning Stipend

You will receive an annual stipend in the amount of $10,000, for financial planning services.

• Enhanced Long-Term Disability Insurance

As an Equitrans Midstream employee, the Company provides you with disability benefits when you are unable to perform your current job for two years and then when you are unable to perform any job after that. In other words, if the insurance carrier can find gainful employment for you to offset the disability payment after two years, you would be required to accept the job or forfeit all or some of your benefit. Participants in the Equitrans Midstream Perquisites Program are given an exception to the two-year rule such that if you are unable to perform the job you held prior to becoming disabled, then you will not be required to accept another job.

• Executive Physical Examination

You are eligible to receive an annual physical examination through the University of Pittsburgh Medical Center. The Company will pay the provider directly for your physical, up to $8,000.00.

If you have questions about the Equitrans Midstream Perquisites Program, contact Shelly Zerjav, Director of Total Rewards, at 412.553.5867 or through email at SZerjav@equitransmidstream.com.

Vacation and Holidays

Your annual vacation entitlement will be 200 hours, which will be prorated for the first year based upon full months worked. Additionally, Equitrans Midstream presently observes certain paid holidays.

Relocation Benefits

You will be eligible to receive the following Tier IV moving and relocation benefits, provided that you sign the enclosed Relocation Expense Reimbursement Agreement:

• Miscellaneous Allowance in the amount of $10,000. The Miscellaneous Allowance is not grossed up for tax purposes.

• Please see the attached Relocation Program Summary – Tier IV for additional details on this benefit.

Director and Officer Questionnaire

You will receive a copy of our Director and Officer Questionnaire and a Section 16 Limited Power of Attorney under a separate cover. Please complete the questionnaire and power of attorney and return the same to me as soon as possible, as certain of the information is required to be filed with the United States Securities and Exchange Commission. Please also provide me with your EDGAR codes (or confirm you have none) so we can prepare for your initial Form 3 and Form 4 filings.

Contingency Matters

This offer and your continued employment with Equitrans Midstream are contingent upon the following:

• Action by the Board of Directors of Equitrans Midstream Corporation to approve your election to the position identified above and the terms of this letter;

• In accordance with the Federal Immigration Reform and Control Act of 1986, you are required to provide Equitrans Midstream with verification of your identity and eligibility to work in the United States; and

• Submitting to and successfully completing all pre-employment assessments including a drug screen, background check and our Director and Officer Questionnaire, and execution and delivery of the Non-Compete Agreement.

We anticipate your tentative starting date to be April 15, 2019.

Please understand that employment with Equitrans Midstream is at-will, which means that either you or the Company can terminate the employment relationship at any time, with or without cause. This employment-at-will relationship cannot be changed except by a written agreement signed by an authorized officer of the Company.

If you have any questions regarding this offer, please contact me at 724-338-7400. Should you accept, you must also complete and return the attached Non-Compete Agreement to me via email in the form of a .pdf at ANaqi@equitransmidstream.com.

With your acceptance, you confirm that you are not currently bound by or subject to any confidentiality or non-competition agreement with a previous employer that you have not previously disclosed to us and, if in writing, provided a copy to us.

Equitrans Midstream's onboarding process is administered through an online application called Taleo Onboard. Once we receive your signed offer letter, you will receive an e-mail from Taleo Onboard with details to set up your username and password. Please log-on to Taleo Onboard immediately to complete your profile, post offer employment questionnaire, and background check release forms. Until these forms

have been completed, we cannot initiate your mandatory pre-employment assessments. If you experience any problems using Taleo Onboard, please contact Erin Morse at 412-395-3266.

This offer expires three days from the date of this letter. If you have any additional questions, please feel free to contact me directly.

Sincerely,

/s/ Anne M. Naqi

Anne M. Naqi

Vice President & Chief Human Resources Officer

Confidentiality

This letter is confidential, and its contents are intended solely for review by you and your counsel. You should not disclose, and you will advise your counsel not to disclose, this letter’s contents of the fact of its existence to any third party without prior written consent. You understand that action by the board of Equitrans Midstream to elect you as an officer may require a public announcement by the Company. Except as may be required by law or stock exchange rule, the disclosure of this offer and your acceptance, if any, to any third party other than your counsel and our representative subject to an appropriate confidentiality obligation, will be mutually agreed upon and coordinated.

Please return one copy of this letter with your signature indicating your acceptance or rejection of this offer, and the terms and conditions contained herein, to me. If you have any questions, please contact me directly.

Sincerely,

Anne M. Naqi

Vice President & Chief Human Resources Officer

I Accept / Reject (circle) the Company’s offer of employment and the terms and conditions set forth herein:

/s/ Stephen M. Moore                                    4/2/2019

Stephen M. Moore                                    Date

EX-10.13

Exhibit 10.13

CONFIDENTIALITY, NON-SOLICITATION and

NON-COMPETITION AGREEMENT

This CONFIDENTIALITY, NON-SOLICITATION AND NON-COMPETITION AGREEMENT (this “Agreement”) is entered into and effective as of April 15, 2019,

by and between Equitrans Midstream Corporation, a Pennsylvania corporation (Equitrans Midstream Corporation and its subsidiary companies are herein collectively referred to as the “Company”), and Stephen M. Moore (the “Employee”).

WITNESSETH:

WHEREAS, the Company desires to procure the services of Employee, and Employee is willing to enter into employment with the Company, subject to the terms and subject to the conditions set forth below; and

WHEREAS, during the course of Employee's employment with the Company, the Company will impart to Employee proprietary and/or confidential information and/or trade secrets of the Company; and

WHEREAS, in order to protect the business and goodwill of the Company, the Company desires to obtain certain confidentiality, non-competition and non-solicitation covenants from the Employee; and

WHEREAS, the Employee is willing to agree to these confidentiality, non-competition and non-solicitation covenants by entering into this Agreement, in exchange for the Company's employment of Employee and the Company's agreement to pay the severance benefits described in Section 3 below in the event that Employee's employment with the Company is terminated in certain circumstances; and

NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements contained herein, and intending to be legally bound hereby, the parties hereto agree as follows:

1.     Restrictions on Competition and Solicitation. While the Employee is employed by the Company and for a period of twenty-four (24) months after the date of Employee's termination of employment with the Company for any reason Employee will not, directly or indirectly, expressly or tacitly, for himself or on behalf of any entity conducting business anywhere in the Restricted Territory (as defined below): (i) act in any capacity for any business in which his duties at or for such business include oversight of or actual involvement in providing services which are competitive with the services or products being provided or which are being produced or developed by the Company, or were under investigation by the Company within the last two (2) years prior to the end of Employee's employment with the Company, (ii)

recruit investors on behalf of an entity which engages in activities which are competitive with the

services or products being provided or which are being produced or developed by the Company, or were under investigation by the Company within the last two (2) years prior to the end of Employee's employment with the Company, or (iii) become employed by such an entity in any capacity which would require Employee to carry out, in whole or in part, the duties Employee has performed for the Company which are competitive with the services or products being

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provided or which are being produced or developed by the Company, or were under active investigation by the Company within the last two (2) years prior to the end of Employee's employment with the Company. Notwithstanding the foregoing, the Employee may purchase or otherwise acquire up to (but not more than) 1% of any class of securities of any enterprise (but without otherwise participating in the activities of such enterprise) if such securities are listed on any national or regional securities exchange or have been registered under Section 12(g) of the Securities Exchange Act of 1934. This covenant shall apply to any services, products or businesses under investigation by the Company within the last two (2) years prior to the end of Employee's employment with the Company only to the extent that Employee acquired or was privy to confidential information regarding such services, products or businesses. Employee acknowledges that this restriction will prevent Employee from acting in any of the foregoing capacities for any competing entity operating or conducting business within the Restricted Territory and that this scope is reasonable in light of the business of the Company.

Restricted Territory shall mean: (i) the entire geographic location of any natural gas and oil play in which the Company owns, operates or has contractual rights to purchase natural gas­ related assets (other than commodity trading rights and pipeline capacity contracts on non­ affiliated or third-party pipelines), including but not limited to, storage facilities, interstate pipelines, intrastate pipelines, intrastate distribution facilities, liquefied natural gas facilities, propane-air facilities or other peaking facilities, and/or processing or fractionation facilities; or (ii) the entire geographic location of any natural gas and oil play in which the Company owns proved, developed and/or undeveloped natural gas and/or oil reserves and/or conducts natural

gas or oil exploration and production activities of any kind; or (iii) the entire geographic location

of any natural gas and oil play in which the Company has decided to make or has made an offer to purchase or lease assets for the purpose of conducting any of the business activities described in subparagraphs (i) and (ii) above within the six (6) month period immediately preceding the end of the Employee's employment with the Company provided that Employee had actual knowledge of the offer or decision to make an offer prior to Employee's separation from the Company. For geographic locations of natural gas and oil plays, refer to the maps produced by the United States Energy Information Administration located at www.eia.gov/maps.

Employee agrees that for a period of twenty-four (24) months following the termination of Employee's employment with the Company for any reason, including without limitation termination for cause or without cause, Employee shall not, directly or indirectly, solicit the business of, or do business with: (i) any customer that Employee approached, solicited or accepted business from on behalf of the Company, and/or was provided confidential or proprietary information about while employed by the Company within the one (1) year period preceding Employee's separation from the Company; and (ii) any prospective customer of the Company who was identified to or by the Employee and/or who Employee was provided confidential or proprietary information about while employed by the Company within the one (1) year period preceding Employee's separation from the Company, for purposes of marketing, selling and/or attempting to market or sell products and services which are the same as or similar to any product or service the Company offers within the last two (2) years prior to the end of Employee's employment with the Company, and/or, which are the same as or similar to any product or service the Company has in process over the last two (2) years prior to the end of Employee's employment with the Company to be offered in the future.

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While Employee is employed by the Company and for a period of thirty-six (36) months after the date of Employee's termination of employment with the Company for any reason, Employee shall not (directly or indirectly) on his own behalf or on behalf of any other person or entity solicit or induce, or cause any other person or entity to solicit or induce, or attempt to solicit or induce, any employee, consultant, vendor or independent contractor to leave the

employ of or engagement by the Company or its successors, assigns or affiliates, or to violate the

terms of their contracts with the Company.

2.     Confidentiality of Information and Nondisclosure. Employee acknowledges and agrees that his employment by the Company necessarily involves his/her knowledge of and access to confidential and proprietary information pertaining to the business of the Company. Accordingly, Employee agrees that at all times during the term of this Agreement and for as long as the information remains confidential after the termination of Employee's employment, he will not, directly or indirectly, without the express written authority of the Company, unless directed by applicable legal authority having jurisdiction over Employee, disclose to or use, or knowingly permit to be so disclosed or used, for the benefit of himself/herself, any person, corporation or other entity other than the Company, (i) any information concerning any financial matters, employees of the Company, customer relationships, competitive status, supplier matters, internal organizational matters, current or future plans, or other business affairs of or relating to the Company, (ii) any management, operational, trade, technical or other secrets or any other

proprietary information or other data of the Company, or (iii) any other information related to the

Company which has not been published and is not generally known outside of the Company. Employee acknowledges that all of the foregoing, constitutes confidential and proprietary information, which is the exclusive property of the Company. Nothing in this Agreement prohibits Employee from: (i) reporting possible violations of federal, state, or local law or regulation to any governmental agency or entity, or from making other disclosures (including of confidential information) that are protected under the whistleblower provisions of federal, state, or local law or regulation; or (ii) disclosing trade secrets when the disclosure is solely for the purpose of: (a) reporting possible violations of federal, state, or local law or regulation to any governmental agency or entity; (b) working with legal counsel in order to determine whether possible violations of federal, state, or local law or regulation exist; or (c) filing a complaint or other document in a lawsuit or other proceeding, if such filing is made under seal. Any disclosures of trade secrets must be consistent with 18 U.S.C. §1833.

3.     Severance Benefit. If the Employee's employment is terminated by the Company for any reason other than Cause (as defined below) or if the Employee terminates his

employment for Good Reason (as defined below), the Company shall provide Employee with the following:

(a) A lump sum payment payable within 60 days following Employee's termination date equal to twenty-four (24) months of Employee's base salary in effect at the time of such termination, or immediately prior to the event that serves as the basis for termination for Good Reason;

(b) A lump sum payment payable within 60 days following Employee's termination date equal to two times Employee’s target annual incentive (bonus) under the Company’s applicable Short-Term Incentive Plan (or any successor plan); and

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(c) A lump sum payment payable within 60 days following Employee's

termination date equal to the product of (i) eighteen (18) and (ii) 100% of the then-current Consolidated Omnibus Budget Reconciliation Act of 1985 monthly rate for family coverage;

The payments provided under this Section 3 shall be subject to applicable tax and payroll withholdings and shall be in lieu of any payments and/or benefits to which the Employee would otherwise be entitled under the Equitrans Midstream Corporation Severance Pay Plan (as amended from time to time). The Company’s obligation to provide the payments and benefits under this Section 3 shall be contingent upon the following:

(a) Employee’s execution and non-revocation of a release of claims in a form

acceptable to the Company; and

(b) Employee’s compliance with his/her obligations hereunder, including, but not

limited to, Employee’s obligations set forth in Sections 1 and 2 (the “Restrictive Covenants”).

Solely for purposes of this Agreement, "Cause" as a reason for the Employee's termination of employment shall mean: (i) Employee's conviction of a felony, a crime of moral turpitude or fraud or Employee having committed fraud, misappropriation or embezzlement in connection with the performance of his duties; (ii) Employee's willful and repeated failures to substantially perform assigned duties; or (iii) Employee's violation of any provision of a written employment-related agreement between Employee and the Company or express significant policies of the Company. If the Company terminates Employee's employment for Cause, the Company shall give Employee written notice setting forth the reason for his termination not later than 30 days after such termination.

Solely for purposes of this Agreement, "Good Reason" shall mean Employee's resignation within 90 days after: (i) a reduction in Employee's base salary of 10% or more (unless the reduction is applicable to all similarly situated employees); (ii) a reduction in Employee's annual short-term bonus target of 10% or more (unless the reduction is applicable to all similarly situated employees); (iii) a significant diminution in Employee's job responsibilities, duties or authority; (iv) a change in the geographic location of Employee's primary reporting location of more than 50 miles; and/or (v) any other action or inaction that constitutes a material breach by the Company of this Agreement. A termination by Employee shall not constitute termination for Good Reason unless Employee first delivers to the President & Chief Executive Officer of the Company written notice: (i) stating that Employee intends to resign for Good Reason pursuant to this Agreement; and (ii) setting forth with specificity the occurrence deemed to give rise to a right to terminate for Good Reason (which notice must be given no later than 90 days after the initial occurrence of such event). The Company shall have a reasonable period of time (not less than 30 days after receipt of Employee's written notice that Employee is resigning for Good Reason) to take action to correct, rescind or substantially reverse the occurrence supporting termination for Good Reason as identified by Employee. Failure by the Company to act or respond to the written notice shall not be deemed to be an admission that Good Reason exists.

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4.     Severability and Modification of Covenants. Employee acknowledges and agrees that each of the Restrictive Covenants is reasonable and valid in time and scope and in all other respects. The parties agree that it is their intention that the Restrictive Covenants be enforced in accordance with their terms to the maximum extent permitted by law. Each of the Restrictive Covenants shall be considered and construed as a separate and independent covenant. Should any part or provision of any of the Restrictive Covenants be held invalid, void, or unenforceable, such invalidity, voidness, or unenforceability shall not render invalid, void, or unenforceable any other part or provision of this Agreement or such Restrictive Covenant. If any of the provisions of the Restrictive Covenants should ever be held by a court of competent jurisdiction to exceed the scope permitted by the applicable law, such provision or provisions shall be automatically modified to such lesser scope as such court may deem just and proper for the reasonable protection of the Company's legitimate business interests and may be enforced by the Company to that extent in the manner described above and all other provisions of this Agreement shall be valid and enforceable.

5.     Reasonable and Necessary Agreement. The Employee acknowledges and agrees that: (i) this Agreement is necessary for the protection of the legitimate business interests of the Company; (ii) the restrictions contained in this Agreement are reasonable; (iii) the Employee has no intention of competing with the Company within the limitations set forth above; (iv) the Employee acknowledges and warrants that Employee believes that Employee will be fully able to earn an adequate livelihood for Employee and Employee's dependents if the covenant not to compete contained in this Agreement is enforced against the Employee; and (v) the Employee has received adequate and valuable consideration for entering into this Agreement.

6.     Injunctive Relief and Attorneys' Fees. The Employee stipulates and agrees that any breach of the Restrictive Covenants by the Employee will result in immediate and irreparable harm to the Company, the amount of which will be extremely difficult to ascertain, and that the Company could not be reasonably or adequately compensated by damages in an

action at law. For these reasons, the Company shall have the right, without the need to post bond

or prove actual damages, to obtain such preliminary, temporary or permanent injunctions, orders or decrees as may be necessary to protect the Company against, or on account of, any breach by the Employee of the Restrictive Covenants. In the event the Company obtains any such injunction, order, decree or other relief, in law or in equity, the duration of any violation of Section 1 shall be added to the applicable restricted period specified in Section 1. Employee understands and agrees that, if the parties become involved in a lawsuit regarding the enforcement of the Restrictive Covenants and if the Company prevails in such legal action, the Company will be entitled, in addition to any other remedy, to recover from Employee its reasonable costs and attorneys' fees incurred in enforcing such covenants. The Company's ability to enforce its rights under the Restrictive Covenants or applicable law against Employee shall not be impaired in any way by the existence of a claim or cause of action on the part of Employee based on, or arising out of, this Agreement or any other event or transaction arising out of the employment relationship.

7.     Binding Agreement. This Agreement (including the Restrictive Covenants) shall be binding upon and inure to the benefit of the successors and assigns of the Company.

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8.     Employment at Will. Employee shall be employed at-will and for no definite term. This means that either party may terminate the employment relationship at any time for any or no reason.

9.     Applicable Law; Exclusive Forum Selection; Consent to Jurisdiction. The Company and Employee agree that this Agreement shall be governed by and construed and interpreted in accordance with the laws of the Commonwealth of Pennsylvania without giving effect to its conflicts of law principles. Except to the extent that a dispute is required to be submitted to arbitration as set forth in Section 10 below, Employee agrees that the exclusive forum for any action to enforce this Agreement, as well as any action relating to or arising out of this Agreement, shall be the state courts of Allegheny County, Pennsylvania or the United States District Court for the Western District of Pennsylvania, Pittsburgh Division. With respect to any such court action, Employee hereby (a) irrevocably submits to the personal jurisdiction of such courts; (b) consents to service of process; (c) consents to venue; and (d) waives any other requirement (whether imposed by statute, rule of court, or otherwise) with respect to personal jurisdiction, service of process, or venue. Both parties hereto further agree that such courts are convenient forums for any dispute that may arise herefrom and that neither party shall raise as a defense that such courts are not convenient forums.

10.     Agreement to Arbitrate. Employee and the Company agree that any controversy, claim, or dispute between Employee and the Company arising out of or relating to this Agreement or the breach thereof, or arising out of any matter relating to the Employee's

employment with the Company or the termination thereof, shall be settled by binding arbitration in accordance with the Commercial Arbitration Ru1es of the American Arbitration Association ("AAA"), and judgment upon the award rendered by the arbitrators may be entered in any court having jurisdiction thereof. The arbitration shall be governed by the Federal Arbitration Act, shall be held in Pittsburgh, Pennsylvania, and shall be conducted before a panel of three (3) arbitrators (the "Arbitration Panel"). The Company and Employee shall each select one arbitrator from the AAA National Panel of Commercial Arbitrators (the "Commercial Panel"), and the AAA shall select a third arbitrator from the Commercial Panel. The Arbitration Panel shall render a reasoned opinion in writing in support of its decision. Any award rendered by the Arbitration Panel shall be final, binding, and confidential as between the parties.

Notwithstanding this agreement to arbitrate, in the event that Employee breaches or threatens to breach any of Employee's obligations under the Restrictive Covenants, the Company shall have the right to file an action in one of the courts specified in Section 9 above seeking temporary, preliminary or permanent injunctive relief to enforce Employee's obligations under the Restrictive Covenants.

11.     Notification of Subsequent Employment. Employee shall upon termination of his employment with the Company, as soon as practicable and for the length of the non­ competition period described in Section 1 above, notify the Company: (i) of the name, address and nature of the business of his new employer; (ii) if self-employed, of the name, address and., nature of his new business; (iii) that he/she has not yet secured new employment; and (iv) each time his

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employment status changes. In addition, Employee shall notify any prospective employer that this Agreement exists and shall provide a copy of this Agreement to the prospective employer prior to beginning employment with that prospective employer. Any notice provided under this Section (or otherwise under this Agreement) shall be in writing directed to the President & Chief Executive Officer, Equitrans Midstream Corporation, 2200 Energy Drive, Canonsburg, PA 15317.

12.     Mandatory Reduction of Payments in Certain Events.

(a)     Notwithstanding anything in this Agreement to the contrary, in the event it shall be determined that any payment or distribution by the Company to or for the benefit of the Employee (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (such benefits, payments or distributions are hereinafter referred to as "Payments") would, if paid, be subject to the excise tax (the "Excise Tax") imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the "Code"), then, prior to the making of any Payments to the Employee, a calculation shall be made comparing (i) the net after-tax benefit to the Employee of the Payments after payment by the Employee of the Excise Tax, to (ii) the net after-tax benefit to the Employee if the Payments had been limited to the extent necessary to avoid being subject to the Excise Tax. If the amount calculated under (i) above is less than the amount calculated under (ii) above, then the Payments shall be limited to the extent necessary to avoid being subject to the Excise Tax (the "Reduced Amount"). The reduction of the Payments due hereunder, if applicable, shall be made by first reducing cash Payments and then, to the extent necessary, reducing those Payments having the next highest ratio of Parachute Value to actual present value of such Payments as of the date of the change in control transaction, as determined by the Determination Firm (as defined in Section 12(b) below). For purposes of this Section 12, present value shall be determined in accordance with Section 280G(d)(4) of the Code. For purposes of this Section 12, the "Parachute Value" of a Payment means the present value as of the date of the change in control transaction of the portion of such Payment that constitutes a "parachute payment" under Section 280G(b)(2) of the Code, as determined by the Determination Firm for purposes of determining whether and to what extent the Excise Tax will apply to such Payment.

(b)     All determinations required to be made under this Section 12, including whether an Excise Tax would otherwise be imposed, whether the Payments shall be reduced, the amount of the Reduced Amount, and the assumptions to be utilized in arriving at such determinations, shall be made by an independent, nationally recognized accounting firm or compensation consulting firm mutually acceptable to the Company and the Employee (the "Determination Firm") which shall provide detailed supporting calculations both to the Company and the Employee within 15 business days after the receipt of notice from the Employee that a Payment is due to be made, or such earlier time as is requested by the Company. All fees and expenses of the Determination Firm shall be borne solely by the Company. Any determination by the Determination Firm shall be binding upon the Company and the Employee. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Determination Firm hereunder, it is possible that Payments which the Employee was entitled to, but did not receive pursuant to Section 12(a), could have been made without the imposition of the Excise Tax ("Underpayment"), consistent with the calculations required to be made hereunder. In

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such event, the Determination Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for the benefit of the Employee but no later than March 15 of the year after the year in which the Underpayment is determined to exist, which is when the legally binding right to such Underpayment arises.

(c)     In the event that the provisions of Code Section 280G and 4999 or any successor provisions are repealed without succession, this Section 12 shall be of no further force or effect.

13.     Internal Revenue Code Section 409A.

(a)     General. This Agreement shall be interpreted and administered in a manner so that any amount or benefit payable hereunder shall be paid or provided in a manner that is either exempt from or compliant with the requirements of Section 409A of the Code and applicable Internal Revenue Service guidance and Treasury Regulations issued thereunder. Nevertheless, the tax treatment of the benefits provided under the Agreement is not warranted or guaranteed. Neither the Company nor its directors, officers, employees or advisers shall be held liable for any taxes, interest, penalties or other monetary amounts owed by Employee as a result of the application of Section 409A of the Code.

(b)     Separation from Service. For purposes of the Agreement, the term "termination," when used in the context of a condition to, or the timing of, a payment hereunder, shall be interpreted to mean a "separation from service" as such term is used in Section 409A of the Code.

(c)     Six-Month Delay in Certain Circumstances. Notwithstanding anything in this Agreement to the contrary, if any amount or benefit that would constitute non-exempt "deferred compensation" for purposes of Section 409A of the Code ("Non-Exempt Deferred Compensation") would otherwise be payable or distributable under this Agreement by reason of Employee's separation from service during a period in which Employee is a Specified Employee (as defined below), then, subject to any permissible acceleration of payment by the Company under Treas. Reg. Section 1.409A-3G)(4)(ii) (domestic relations order), G)(4)(iii) (conflicts of interest), or G)(4)(vi) (payment of employment taxes):

(i) the amount of such Non-Exempt Deferred Compensation that would otherwise be payable during the six-month period immediately following Employee's separation from service will be accumulated through and paid or provided on the first day of the seventh month following Employee's separation from service (or, if Employee dies during such period, within thirty (30) days after Employee's death) (in either case, the "Required Delay Period"); and

(ii) the normal payment or distribution schedule for any remaining payments or distributions will resume at the end of the Required Delay Period.

For purposes of this Agreement, the term "Specified Employee" has the meaning given such term in Code Section 409A and the final regulations thereunder.

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(d)     Timing of Release of Claims. Whenever in this Agreement a payment or benefit is conditioned on Employee's execution of a release of claims, such release must be executed and all revocation periods shall have expired within sixty (60) days after the date of termination; failing which such payment or benefit shall be forfeited. If such payment or benefit constitutes Non-Exempt Deferred Compensation, and if such 60-day period begins in one calendar year and ends in the next calendar year, the payment or benefit shall not be made or commence before the second such calendar year, even if the release becomes irrevocable in the first such calendar year. In other words, Employee is not permitted to influence the calendar

year of payment based on the timing of his signing of the release.

14.     Entire Agreement. This Agreement contains the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements (with the exception of the Relocation Expense Reimbursement Agreement and the Offer of Employment Letter dated April 2, 2019) and understandings, oral or written. This Agreement may not be changed, amended, or modified, except by a written instrument signed by the parties; provided, however, that the Company may amend this Agreement from time to time without Employee's consent to the extent deemed necessary or appropriate, in its sole discretion, to effect compliance with Section 409A of the Code, including regulations and interpretations thereunder, which amendments may result in a reduction of benefits provided hereunder and/or other unfavorable changes to Employee.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

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INWITNESS WHEREOF, the Company has caused this Agreement to be executed by its officers thereunto duly authorized, and the Employee has hereunto set his hand, all as of the day and year first above written.

EQUITRANS MIDSTREAM CORPORATION         EMPLOYEE

By: _/s/ Thomas F. Karam__________________        /s/ Stephen M. Moore____________

Name:    Thomas F. Karam                    Stephen M. Moore

Title:    President and Chief Executive Officer

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EX-10.14

Portions of this Exhibit have been redacted because they are both (i) not material and (ii) would be competitively harmful if publicly disclosed. Information that was omitted has been noted in this document with a placeholder identified by the mark “[***]”.

Exhibit 10.14

AMENDMENT NO. 6
TOJUPITER GAS GATHERING AGREEMENT

This Amendment No. 6 to the Jupiter Gas Gathering Agreement (this “Amendment”) is made and entered into as of March 1, 2019, by and between EQT Production Company (“Producer”) and EQT Energy, LLC (collectively with Producer, “Shipper”), on the one hand, and EQM Gathering OPCO, LLC (“Gatherer”), on the other hand. Producer, Shipper and Gatherer are each referred to herein as a “Party” and collectively as the “Parties”.

WHEREAS, the Parties made and entered into that certain Jupiter Gas Gathering Agreement, the “Agreement”, dated May 1, 2014 (as amended by that certain Amendment No. 1 to Jupiter Gas Gathering Agreement, dated December 17, 2014, that certain Amendment No. 2 to Jupiter Gas Gathering Agreement, dated October 26, 2015, that certain Amendment No. 3 to Jupiter Gas Gathering Agreement, dated August 1, 2016, that certain Amendment No. 4 to Jupiter Gas Gathering Agreement, dated June 1, 2017, and that certain Amendment No. 5 to Jupiter Gas Gathering Agreement, dated October 1, 2017), pursuant to which, among other provisions, Shipper requested that Gatherer provide gathering services to Shipper by receiving quantities of Gas from Shipper at the Receipt Points and redelivering such Gas to or for Shipper’s account at the Delivery Points; and

WHEREAS, the Parties intend to amend Exhibit A, Section II (Table of Incremental Capital Fees) of Exhibit B-2 and Section III (Site Specific Data and Facility Responsibility Matrix) of Exhibit F of the Agreement upon the terms and subject to the conditions set forth herein.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound, the Parties hereby agree as follows:

1.Definitions. All capitalized terms used but not otherwise defined or amended herein shall have the meanings ascribed to them in the Agreement.

2.Amendments.

a. As of the date hereof, Rice Drilling B LLC, a Delaware limited liability company (“RDB”), shall be joined to the Agreement as a “Producer” (and, accordingly, a “Shipper”) and deemed a “Producer” (and, accordingly, a “Shipper”) under and subject to the Agreement for all purposes, entitled to all rights and benefits, and responsible for all obligations and liabilities, as “Producer” (and accordingly, as “Shipper”) arising pursuant to the Agreement, but insofar and only to the extent that the same arise out of, relate to, or are associated with RDB’s ownership, operation,

1

or production of Gas delivered to the following Receipt Points: Beazer, Carpenter, Shipman, and Kentor.

b. Exhibit A attached to the Agreement is hereby deleted in its entirety and replaced with the revised Exhibit A attached hereto as Attachment 1.

c. Section II (Table of Incremental Capital Fees) of Exhibit B-2 attached to the Agreement is hereby deleted in its entirety and replaced with the revised Section II (Table of Incremental Capital Fees) attached hereto as Attachment 2. In accordance with Section 4.2(b) of the Agreement, the Parties have agreed to the Incremental Capital Projects in respect of the Receipt Points identified in Section II of Exhibit B-2. The Parties further agree that:

i. these Incremental Capital Projects shall not trigger an increase in the Compression MDQ or the Contract MDQ or an extension of any Term under the Agreement;

ii. with respect to the West Run – Hopewell Ridge Receipt Point, the Incremental Capital Fee shall be a negotiated volumetric rate of [***] (in lieu of a Monthly reservation rate) for all Gas delivered by Shipper and received by Gatherer at the West Run – Hopewell Ridge Receipt Point, and with respect to the remainder of the Receipt Points identified in Section II of Exhibit B-2, the Incremental Capital Fee shall be a negotiated volumetric rate of [***] (in lieu of a Monthly reservation rate) for all Gas delivered by Shipper and received by Gatherer at such Receipt Points; and all Receipt Points identified on Section II of Exhibit B-2 shall be disregarded for purposes of and not considered in calculating the Contract MDQ, Compression MDQ or the Overrun Fees under the Agreement;

iii. the Incremental Capital Fee shall apply only to Gas delivered to the Receipt Points identified in Section II of Exhibit B-2beginning on the applicable In-Service Date for each such Receipt Point as set forth in Section II of Exhibit B-2, and thereafter shall apply to such Gas consistent with the Applicable Expansion Term provisions.

iv. Except for the West Run – Hopewell Ridge Receipt Point, Gas delivered to the Receipt Points identified in Section II of Exhibit B-2 shall be nominated by Shipper to Delivery Point JPTR-PAPER

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identified in Exhibit A. Nominations on Equitrans associated with the JPTR-PAPER Delivery Point and physical deliveries shall be reconciled on a monthly basis and any resulting imbalance shall be resolved by Shipper in the subsequent accounting month. No Gas delivered to Receipt Points other than those identified in Section II of Exhibit B-2 (not including the West Run – Hopewell Ridge Receipt Point) shall be nominated by Shipper to Delivery Point JPTR-PAPER.

v. Shipper shall not install wellhead or other compression upstream of the West Run – Hopewell Ridge Receipt Point without prior written consent from Gatherer.

d. In Section III (Site Specific Data and Facility Responsibility Matrix) of Exhibit F attached to the Agreement:

i. the pages including Section III.A.1 (Receipt Point Interconnect Data) are hereby deleted in their entirety and replaced with the revised pages including Section III.A.1 (Receipt Point Interconnect Data) attached hereto as Attachment 3; and

ii. Section III.A.2 (Responsibility for Interconnect Facility Equipment) is hereby amended to include the additional Interconnect Facilities responsibilities tables for the meters identified as set forth below, which tables (1) establish the design, construction, operation, maintenance and cost responsibility for each such meter and (2) are attached hereto as Attachment 3.

M5283458        M5283463        M5283464

M5298308        M5344758

3.Effect of Amendment. The Agreement, as amended hereby, shall remain in full force and effect, and all terms hereof are hereby ratified and confirmed by the Parties.

4.Further Actions. The Parties agree to execute such other documents and take such further actions necessary to effectuate this Amendment.

5.Counterparts. This Amendment may be executed in any number of counterparts, each of which shall be deemed an original and all of which together shall constitute one and the

3

same agreement. It is agreed by the Parties that facsimile signature pages signed by the Parties shall be binding to the same extent as original signature pages.

6.Entire Agreement. This Amendment is the entire agreement between the Parties concerning the subject matter hereof and neither Party shall be bound by representations except as set forth in this Amendment.

7.Amendments. This Amendment may not be modified or amended except by a written agreement signed by the Parties.

[The remainder of this page intentionally left blank.]

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IN WITNESS WHEREOF, the Parties have executed this Amendment as of the date first written above.

EQT PRODUCTION COMPANY	EQM GATHERING OPCO, LLC
By: _/s/ Erin R. Centofanti_____________	By: _/s/ Paul Kress__________________
Name: __Erin R. Centofanti_____________	Name: ___Paul Kress__________________
Title: __President_____________________	Title: _VP__________________________
EQT ENERGY, LLC	RICE DRILLING B LLC
By: ___/s/ Donald M. Jenkins__________	By: _/s/ Erin R. Centofanti_____________
Name: _Donald M. Jenkins______________	Name: __Erin R. Centofanti_____________
Title: _President_____________________	Title: __President_____________________

SIGNATURE PAGE TO AMENDMENT NO. 6 TO JUPITER GAS GATHERING AGREEMENT

ATTACHMENT 1

EXHIBIT A

RECEIPT POINTS, DELIVERY POINTS,
CONTRACT MDQ AND COMPRESSION MDQ

Receipt Point(s)	Receipt Point MDQ MMcf/Day	Zone	Zone MDQ MMcf/Day
West Run	80	Zone 1	300
Koloski	90	Zone 1	300
Green Hill	80	Zone 1	300
Pierce	100	Zone 1	300
Walker B	30	Zone 1	300
Moore	40	Zone 1	300
Phillips	30	Zone 1	300
Scotts Run	30	Zone 1	300
Patterson Creek	60	Zone 1	300
Carpenter	115	Zone 1	300
Kentor	5	Zone 1	300
Moninger	200	Zone 2	370
Cooper	140	Zone 2	370
Big Sky	75	Zone 2	370
Harris	45	Zone 2	370
Amity	15	Zone 2	370
Harden Farm	110	Zone 2	370
Connors	65	Zone 2	370
Pettit	65	Zone 2	370
Hughes	55	Zone 2	370
Roberts	9	Zone 2	370
Harden	25	Zone 2	370
Shipman	37.5	Zone 2	370
J&J	37.5	Zone 2	370
Lacko	150	Zone 3	370
Hildebrand	35	Zone 3	370
Pyles	40	Zone 3	370
Beazer	50	Zone 3	370
Yabolnski	70	Zone 3	370
Minor	60	Zone 3	370
Nicoloff	30	Zone 3	370
McMillan	20	Zone 3	370
Robinson	20	Zone 3	370
Thompson	25	Zone 3	370
Thistlewaite	2	Zone 3	370
Alpha	80	Zone 3	370
Strope	100	Zone 3	370

Exhibit A
Page 1

EXHIBIT A (Continued)

RECEIPT POINTS, DELIVERY POINTS,
CONTRACT MDQ AND COMPRESSION MDQ

Delivery Point(s)	Location
Ingram	Equitrans H-109
Amity	Equitrans H-125
Jupiter	Equitrans H-148
Callisto	Equitrans H-160
Hopewell Ridge	Equitrans H-160
Pipers Ridge	Equitrans M-78
Europa	Equitrans H-165
Io	Equitrans H-148 and M-78
JPTR-PAPER	N/A

Drip Liquids Delivery Point(s)	Location
Not applicable

Contract MDQ:	[***]
Compression MDQ:	[***]

Exhibit A

Page 2

ATTACHMENT 2

II.    Table of Incremental Capital Fees

Incremental Capital Project	Contract MDQ	Incremental Capital Fee	In-Service Date	Applicable Expansion Term
Carpenter	[***]	[***]	[***]	Until [***], and thereafter until terminated by either Party on the last Day of a Month by delivering written notice to the other Party at least thirty (30) Days prior to the date of termination.
Kentor	[***]	[***]	[***]	Until [***], and thereafter until terminated by either Party on the last Day of a Month by delivering written notice to the other Party at least thirty (30) Days prior to the date of termination.
Shipman 1	[***]	[***]	[***]	Until [***], and thereafter until terminated by either Party on the last Day of a Month by delivering written notice to the other Party at least thirty (30) Days prior to the date of termination.
Beazer 2	[***]	[***]	[***]	Until [***], and thereafter until terminated by either Party on the last Day of a Month by delivering written notice to the other Party at least thirty (30) Days prior to the date of termination.
West Run – Hopewell Ridge Receipt Point	[***]	[***]	[***]	Until terminated by either Party on the last Day of a Month by delivering written notice to the other Party at least thirty (30) Days prior to the date of termination.

Exhibit B-2

Page 2

1. Subject, in all respects, to Section 4 of that certain letter agreement dated as of March 1, 2019, by and among RM Partners LP, Rice Drilling B LLC, EQM Gathering OPCO, LLC, and Equitrans, L.P. (the “Letter Agreement”).

Subject, in all respects, to Section 4 of the Letter Agreement.

Exhibit B-2

Page 3

ATTACHMENT 3

III.    SITE SPECIFIC DATA AND FACILITY RESPONSIBILITY MATRIX

A. In addition to the minimum design specification and operating parameters set forth in the Engineering and Technical Design Standards, the following specifications shall be followed:

1. Receipt Point Interconnect Data: The table below provides for the list of meters covered under this Agreement which may be updated from time to time in accordance with the terms and conditions of this Agreement. Each meter in the Receipt Point Interconnect table shall conform to the specifications listed in the table applicable to such meter under Section III(A)(2).

Meter ID	Meter Name	GPS Coordinates	MAOP	MinDQ* (Mcf / Day)	MaxDQ (Mcf / Day)
17019	Cooper B	39.95597, -80.26908	720	1,220	78,500
11798	Roberts 1	39.94097, -80.326422	720	320	19,600
17018	Roberts 2	39.94097, -80.25422	720	320	19,600
11796	McMillen	39.9836, -80.1209	720	710	45,900
M5256116	McMillen 2 MM - 1	39.98455, -80.11803	1400	2,100	51,433
M5256117	McMillen 2 MM - 2	39.98455, -80.11803	1400	2,100	51,433
M5256118	McMillen 2 MM - 3	39.98455, -80.11803	1400	2,100	51,433
17042	Pyles 1	39.969918, -80.110996	1,440	1,670	78,500
M5224755	Pyles 2	39.96643, -80.1116	1440	1,227	64,353
17035	Hildebrand	39.974133, -80.096991	720	650	45,900
17022	Robison 1	39.979817, -80.072114	720	680	45,900
18156	Robison 2	39.97799, -80.07021	720	720	45,900
17043	Thompson 1	39.948602, -80.096748	720	680	45,900
17115	Thompson 2	39.948602, -80.096748	720	680	45,900
11797	Thistlewaite	39.96395, -80.100731	720	320	19,600
17044	Conner 1	39.946228, -80.240644	720	680	45,900
5100003	Conner 2	39.946228, -80.240644	720	680	45,900
17037	Phillips	39.933614, -80.293665	1,400	1,150	115,300
18155	Walker B	39.934471, -80.318565	1,400	1,600	67,500

Exhibit F

Page 4

Meter ID	Meter Name	GPS Coordinates	MAOP	MinDQ* (Mcf / Day)	MaxDQ (Mcf / Day)
5100014	Scott’s Run 1	39.93239, -80.32793	1,400	2,700	115,300
5100015	Scott’s Run 2	39.93239, -80.32793	1,400	2,700	115,300
M5225755	Scott's Run 3	39.93237, -80.32812	1,400	1,227	64,353
5100065	Moore MM B Run	39.92772, -80.33715	1,400	2,700	115,300
M5277181	Moore MM Run 2	39.92763, -80.33740	1440	1,150	28,800
5100039	West Run (NIJUS25)	39.913752, -80.303533	1,400	2,700	115,300
5100053	West Run – Hopewell Ridge	39.91312, -80.30316	1,400	2,511	87,994
5100055	Patterson 1	39.936506 , -80.310759	1,400	2,700	115,300
5100063	Patterson 2	39.936506 , -80.310759	1,400	2,700	115,300
5100057	Nicoloff 1	39.954037, -80.065039	720	720	45,900
M5224083	Nicoloff 2	39.954037, -80.065039	720	1,227	44,838
5100019	Pierce 2	39.90734, -80.28209	720	2,630	78,500
5100064	Pierce 3	39.90734, -80.28209	720	2,630	45,900
M5298308	Pierce MM D Run	39.90734, -80.28209	720	2,630	78,500
M5213961	Big Sky 1	39.99805556,-80.20277	720	1,750	78,500
M5213962	Big Sky 2	39.99805556, -80.20277	720	1,750	78,500
M5213963	Big Sky 3	39.99805556, -80.20277	720	1,030	45,900
M5220213	Petit 1	39.94523, -80.23994	720	1,227	44,838
M5220220	Petit 2	39.94523, -80.23994	720	1,227	44,838
M5220221	Petit 3	39.94523, -80.23994	720	726	26,240
M5248813	Petit 4	39.94684, -80.24028	1,440	1,227	64,353
M5248814	Petit 5	39.94684, -80.24028	1,440	1,227	64,353
M5248816	Petit 6	39.94684, -80.24028	1,440	1,227	64,353
M5254623	Petit 7	39.94684, -80.24028	1,440	1,227	64,353
M5224627	Alpha 1	39.960097, -80.130604	720	1,227	44,838
M5224714	Alpha 2	39.960097, -80.130604	720	1,227	44,838
M5274373	Alpha 3	39.960097, -80.130604	720	1,950	35,500
M5234610	Moninger Run 1	39.99511, -80.20636	1,440	1,227	64,353

Exhibit F

Page 5

Meter ID	Meter Name	GPS Coordinates	MAOP	MinDQ* (Mcf / Day)	MaxDQ (Mcf / Day)
M5234612	Moninger Run 2	39.99511, -80.20636	1,440	1,227	64,353
M5234613	Moninger Run 3	39.99511, -80.20636	1,440	1,227	64,353
M5235813	Moninger Run 4	39.99511, -80.20636	1,440	1,227	64,353
M5234486	Koloski Run 1	39.95875, -80.31068	1,440	1,227	64,353
M5234487	Koloski Run 2	39.95875, -80.31068	1,440	1,227	64,353
M5234488	Koloski Run 3	39.95875, -80.31068	1,440	1,227	64,353
17020	Iames	40.0308, -80.15266	720	726	37,660
M5219031	Shipman 1	39.991551, -80.194235	720	726	37,660
M5219033	Shipman 2	39.991551, -80.194235	720	1,227	64,353
M5258883	Shipman Gathering MM - Run 3	39.991551, -80.194235	720	1,950	35,500
33297	Ingram 590004	39.93929, -80.26466	720	356	16,118
33341	ROG46H1	39.94097, -80.26422	720	356	16,118
M5210064	Lacko 1	39.968683, -80.150911	720	1,227	64,353
M5210065	Lacko 2	39.968683, -80.150911	720	1,227	64,353
M5210066	Lacko 3	39.968683, -80.150911	720	1,227	64,353
M5234259	Yablonski 1	39.99347, -80.06271	1440	1,227	64,353
M5234260	Yablonski 2	39.99347, -80.06271	1440	1,227	64,353
M5226733	Beazer 1	39.92417, -80.10866	1440	1,227	64,353
M5226735	Beazer 2	39.92417, -80.10866	1440	1,227	64,353
M5249530	Beazer 3	39.92417, -80.10866	1440	1,556	57,163
M5238116	J & J	39.99807, -80.20293	1440	1,556	57,163
M5238117	J & J	39.99807, -80.20293	1440	1,556	57,163
M5248049	J & J	39.99807, -80.20293	1440	1,556	57,163
M5241305	Harden Farm 1	39.939969, -80.264877	1440	1,556	57,163
M5241307	Harden Farm 2	39.939969, -80.264877	1440	1,556	57,163
M5241308	Harden Farm 3	39.939969, -80.264877	1440	1,556	57,163

Exhibit F

Page 6

Meter ID	Meter Name	GPS Coordinates	MAOP	MinDQ* (Mcf / Day)	MaxDQ (Mcf / Day)
M5274165	Green Hill - Meter 1	39.89708, -80.31778	1400	2,100	31,750
M5274166	Green Hill - Meter 2	39.89708, -80.31778	1400	2,100	31,750
M5274167	Green Hill - Meter 3	39.89708,  -80.31778	1400	2,100	31,750
M5272524	Harris	39.95349, -80.19008	720	1,800	49,000
M5291357	Harris Run B	39.95349, -80.19008	720	1,800	49,000
M5283458	EPC Carpenter MM Run A	39.8864, -80.3359	1400	1,800	49,000
M5283463	EPC Carpenter MM Run B	39.8864, -80.3359	1400	1,800	49,000
M5283464	EPC Carpenter MM Run C	39.8864, -80.3359	1400	1,800	49,000
M5344758	Kentor	39.877229, -80.307607	1400	200	6,500

* Calculated @ minimum NOP with minimum Beta plate when applicable

2. Responsibility for Interconnect Facility Equipment. Each of the following tables establish, for the meter specified in the cell located in the first row of the first column of such table (or, if no meter is specified in such cell, then for each meter not specified in any of the other tables included below) the design, construction, operation, maintenance and cost responsibility for certain aspects of the Interconnect Facilities. All of the following design responsibilities designated as Producer’s responsibility shall be incorporated into the design and construction of the Interconnect Facilities.

Exhibit F

Page 7

Pierce 2, 5100019 Pierce 3, 5100064 Pierce MM D Run, M5298308 STATION EQUIPMENT	REQUIRED	DESIGN	INSTALL	OWNERSHIP	OPERATE	MAINTAIN	SPECIAL PROVISIONS/ EQUIPMENT SPECS.
PIPING
Pipeline-Tap & Valve	Yes	Gatherer	Gatherer	Gatherer	Gatherer	Gatherer	12” Tee
Inlet & Station Piping	Yes	Producer	Producer	Producer	Producer	Producer
Outlet & Station Piping	Yes	Gatherer	Producer	Producer	Gatherer	Producer	12”
Test Station - inlet piping	Yes	Producer	Producer	Producer	Producer	Producer
Test Station - outlet piping	Yes	Gatherer	Gatherer	Gatherer	Gatherer	Gatherer
Corrosion coupon	Yes	Gatherer	Gatherer	Gatherer	Gatherer	Gatherer
GAS CONDITIONING
Filter Separator	Yes	Gatherer	Producer	Producer	Producer	Producer	Shawndra Filter
Liquid Level Shutoff	No						16” Barrel
MEASUREMENT
Meter & Meter Runs	Yes	Gatherer	Producer	Producer	Gatherer	Producer	(2) 8” Orifice, (1) 6” Orifice
Meter & Flow Control Risers, Valves, etc…	Yes	Gatherer	Producer	Producer	Gatherer	Producer
Electronic Measurement & Telecom Hardware	Yes	Gatherer	Producer	Producer	Gatherer	Producer	Eagle/1 RTU (ea meter) and Eagle /5 RTU per interconnect
GAS QUALITY
Chromatograph	No
Continuous Sampler	No
H2O Dew Point Analyzer	No
Oxygen Analyzer	No	Gatherer	Producer	Producer	Gatherer	Producer
H2S Monitor	No	Gatherer	Producer	Producer	Gatherer	Producer
PRESSURE / FLOW CONTROL
Primary Pressure Control	Yes	Gatherer	Producer	Producer	Gatherer	Producer	2X 6” CV/OPP + 1X4” CV/OPP
Overpressure Device	Yes	Gatherer	Producer	Producer	Gatherer	Producer	2X 6” OPP + 1X4” OPP
Station Isolation Valve	Yes	Gatherer	Producer	Producer	Gatherer	Producer	12”
Flow Control Valve	Yes	Gatherer	Producer	Producer	Gatherer	Producer	2X 6” + 1X4” CV (same devices as the top)
Heat	No	Gatherer	Producer	Producer	Producer	Producer
Check Valve	Yes	Gatherer	Producer	Producer	Producer	Producer	2 X 8” + 1X6”
ODORIZATION
Odorizer & Controls	No	Gatherer	Producer	Producer	Gatherer	Producer
MISCELLANEOUS
Communication service	Yes	Gatherer	Gatherer	Gatherer	Gatherer	Gatherer	EQT Spec
Electrical Service	Yes	Gatherer	Producer	Producer	Gatherer	Producer	Solar
Building - Gas Chromatograph	No
Building - Odorizer	No	Gatherer	Producer	Producer	Gatherer	Producer
Fence/Vehicle Barrier/Signage	Yes	Gatherer	Producer	Producer	Gatherer	Producer
Air Permit	TBD	Producer	Producer	Producer	Producer	Producer

EXHIBIT F (Section III.A.2.)

Responsibility for Interconnect Facility Equipment

EPC Carpenter MM Run A, M5283458 EPC Carpenter MM Run B, M5283463 EPC Carpenter MM Run C, M5283464 STATION EQUIPMENT	REQUIRED	DESIGN SPECIFICATIONS	INSTALL	OWNERSHIP	OPERATE	MAINTAIN
PIPING
Company Pipeline Tap & Valve	Yes	Company	Company	Company	Company	Company
Inlet Piping	Yes	Customer	Customer	Customer	Customer	Customer
Station & Outlet Piping	Yes	Company	Customer	Customer	Company	Customer
Cathodic Protection - Inlet, Station, & Outlet Piping	Yes	Customer	Customer	Customer	Customer	Customer
Cathodic Protection - Company Tap & Valve	Yes	Company	Company	Company	Company	Company
GAS CONDITIONING
Filter Separator	Yes	Company	Customer	Customer	Customer	Customer
Particulate Filter	No
Liquid Level Shutoff	No
MEASUREMENT
Meter & Meter Runs	Yes	Company	Customer	Customer	Company	Customer
Meter & Flow Control Risers, Valves, etc…	Yes	Company	Customer	Customer	Company	Customer
Electronic Measurement & Telecomm Hardware	Yes	Company	Customer	Customer	Company	Customer
GAS QUALITY
Chromatograph	No
Moisture Analyzer	No
Oxygen Analyzer	No
Hydrogen Sulfide Analyzer	No
PRESSURE / FLOW CONTROL
Overpressure Protection Device	Yes	Company	Customer	Customer	Company	Customer
Primary Pressure Control	No
Flow Control	No
Remote Shutoff Valve	No
Heater	No
Check Valve	Yes	Company	Customer	Customer	Company	Customer
ODORIZATION
Odorizer & Controls	No
MISCELLANEOUS
Communication Service(s)	Yes	Company	Customer	Customer	Company	Customer
Electrical Service	Yes	Company	Customer	Customer	Company	Customer
Building - Gas Chromatograph	No
Building / Enclosure - Odorizer	No
Fence/Vehicle Barrier/Signage	Yes	Company	Customer	Customer	Company	Customer

Kentor, M5344758   STATION EQUIPMENT	REQUIRED	DESIGN SPECIFICATIONS	INSTALL	OWNERSHIP	OPERATE	MAINTAIN
PIPING
Company Pipeline Tap & Valve	Yes	Company	Company	Company	Company	Company
Inlet Piping	Yes	Customer	Customer	Customer	Customer	Customer
Station & Outlet Piping	Yes	Company	Company	Company	Company	Company
Cathodic Protection - Station, & Outlet Piping	Yes	Company	Company	Company	Company	Company
Cathodic Protection - Company Tap & Valve	Yes	Company	Company	Company	Company	Company
GAS CONDITIONING
Filter Separator	Yes	Company	Company	Company	Company	Company
Particulate Filter	No
Liquid Level Shutoff	No
MEASUREMENT
Meter & Meter Runs	Yes	Company	Company	Company	Company	Company
Meter & Flow Control Risers, Valves, etc…	Yes	Company	Company	Company	Company	Company
Electronic Measurement & Telecomm Hardware	Yes	Company	Company	Company	Company	Company
GAS QUALITY
Chromatograph	No
Moisture Analyzer	No
Oxygen Analyzer	No
Hydrogen Sulfide Analyzer	No
PRESSURE / FLOW CONTROL
Overpressure Protection Device	Yes	Company	Company	Company	Company	Company
Primary Pressure Control	No
Flow Control	No
Remote Shutoff Valve	Yes	Company	Company	Company	Company	Company
Heater	No
Check Valve	Yes	Company	Company	Company	Company	Company
ODORIZATION
Odorizer & Controls	No
MISCELLANEOUS
Communication Service(s)	Yes	Company	Company	Company	Company	Company
Electrical Service	Yes	Company	Company	Company	Company	Company
Building - Gas Chromatograph	No
Building / Enclosure - Odorizer	No
Fence/Vehicle Barrier/Signage	Yes	Company	Company	Company	Company	Company

EX-10.15

Portions of this Exhibit have been redacted because they are both (i) not material and (ii) would be competitively harmful if publicly disclosed. Information that was omitted has been noted in this document with a placeholder identified by the mark “[***]”.

Exhibit 10.15

March 1, 2019

Rice Drilling B LLC

Attn: Erin R. Centofanti, President

EQT Plaza

625 Liberty Avenue, Suite 1700

Pittsburgh, Pennsylvania 15222

EQM Gathering OPCO, LLC

Attn: Paul Kress, Vice President

2200 Energy Drive

Canonsburg, Pennsylvania 15317

Equitrans, L.P.

Attn: Cliff Baker, Senior Vice President

2200 Energy Drive

Canonsburg, Pennsylvania 15317

RE: Letter Agreement Regarding Connection of Kentor, Carpenter, Shipman and Beazer Well Pads to Jupiter Gathering System

Dear Sirs and Madam:

This letter (this “Letter Agreement”) will serve to document the agreement reached among RM Partners LP (“RMP”), Equitrans, L.P. (“Equitrans”), Rice Drilling B LLC (“RDB”) and EQM Gathering OPCO, LLC (“EQM”) regarding certain gas subject to dedication under that certain Gas Gathering and Compression Agreement dated December 22, 2014, by among RDB, RMP and Alpha Shale Resources LP, as subsequently amended (the “ASR GGA”), the gathering of such gas on EQM’s Jupiter Gathering System pursuant to that certain Jupiter Gas Gathering Agreement dated May 1, 2014, by and among EQT Production Company, EQT Energy, LLC and EQM (as assignee of EQT Gathering, LLC), as subsequently amended (the “Jupiter GGA”), and the transportation of such gas on Equitrans’ transmission system pursuant to that certain Rate Schedule ITS Agreement dated as of the execution date hereof, as described herein (the “Equitrans TSA”).

1.Explanation. RDB owns and controls gas from four well pads: the Kentor well pad (“Kentor Pad”), the Carpenter well pad (“Carpenter Pad”), the Beazer well pad (“Beazer Pad”), and the Shipman well pad (the “Shipman Pad”, and together with the Kentor Pad, the Carpenter

Pad, and the Beazer Pad, (the “RDB Pads”). The gas produced from acreage included in and adjacent to the RDB Pads is subject to, and dedicated under the ASR GGA to a gathering system operated by RMP (the “RMP Gathering System”), pursuant to the terms of the ASR GGA. RMP, RDB, Equitrans, and EQM (collectively, the “Parties”, and each a “Party”) have agreed, notwithstanding the ASR GGA (including, without limitation, the dedication provisions set forth therein), that all such gas produced from acreage included in and adjacent to the RDB Pads dedicated under and pursuant to the ASR GGA to the RMP Gathering System (a) shall be subject to the Jupiter GGA and received into a gathering system operated by EQM and described in the Jupiter GGA (the “Jupiter Gathering System”), and (b) shall be transported on an Equitrans pipeline pursuant to the Equitrans TSA, as more particularly described in the Equitrans TSA, in each case, upon the terms and conditions set forth herein (including, without limitation, Section 4 of this Letter Agreement).

2.Subject Acreage and Subject Dedicated Gas. The Parties agree that, as of the applicable In-Service Date for each of the Kentor, Carpenter, Shipman and Beazer Receipt Points (as such terms are defined and set forth in the Sixth Amendment), all gas produced from (a) certain acreage described in Exhibit A-1, attached hereto and incorporated herein (the “Kentor Acreage”), (b) certain acreage described in Exhibit A-2, attached hereto and incorporated herein (the “Carpenter Acreage”), (c) certain acreage described in Exhibit A-3, attached hereto and incorporated herein (the “Shipman Acreage”), and (d) certain acreage described in Exhibit A-4, attached hereto and incorporated herein (the “Beazer Acreage”, and collectively with the Kentor Acreage, the Carpenter Acreage, and the Shipman Acreage, the “Subject Acreage”, and all gas produced therefrom, the “Subject Dedicated Gas”), shall, notwithstanding the ASR GGA (including, without limitation, the dedication provisions set forth therein) and subject to Section 4 hereof, be solely subject to, and governed and bound by the Jupiter GGA, and the Jupiter GGA shall be deemed controlling in all respects with respect to the Subject Acreage and the Subject Dedicated Gas. With respect to the Subject Acreage and the Subject Dedicated Gas, (x) neither RDB nor RMP shall in any way be deemed to be in breach of, or default under, the ASR GGA or any of the provisions, terms, or conditions thereof, and (y) each of RDB and RMP shall be deemed to have, in all respects, fully satisfied its respective obligations and performed its respective duties under and pursuant to the ASR GGA, in each case, by the provision of services under and pursuant to the Jupiter GGA as described in Section 3 hereof.

3.Services for Subject Dedicated Gas. Notwithstanding the ASR GGA (including, without limitation, the dedication provisions set forth therein) and subject to Section 4 hereof, the Parties acknowledge and agree that the Subject Dedicated Gas shall be gathered into the Jupiter Gathering System by connecting each of the RDB Pads to the Jupiter Gathering System, and all Subject Dedicated Gas shall thereafter be transported on Equitrans’ transmission system, in accordance with the following terms: (a) services for the Subject Dedicated Gas under and pursuant to the Jupiter GGA shall be at a discounted gathering fee of [***] and in accordance with Amendment No. 6 to the Jupiter GGA, a copy of which is attached hereto as Exhibit B and which shall be executed contemporaneously herewith (the “Sixth Amendment”), and (b) services for the Subject Dedicated Gas under and pursuant to the Equitrans TSA shall be at a negotiated rate of [***] and in accordance with the Equitrans TSA, which shall be executed contemporaneously herewith.

- 2 -    

4.Services for Certain of the Subject Dedicated Gas. RMP shall connect the Shipman Pad to an interconnect on the RMP Gathering System by [***], and effective as of such date, the Subject Dedicated Gas produced from acreage depicted as “Shipman South” on Exhibit A-3 attached hereto (“Shipman South Gas”) may be gathered into and serviced on the RMP Gathering System when necessary, as mutually agreed upon by the Parties, for high pressure and low pressure services, and, if gathered into and serviced on the RMP Gathering System, fees for such services for such Shipman South Gas shall be invoiced and paid solely pursuant to and in accordance with Section 5.1 of the ASR GGA. Effective [***], the Subject Dedicated Gas produced from acreage depicted as “Beazer South” on Exhibit A-4 attached hereto (“Beazer South Gas”) may, as mutually agreed upon by the Parties, be gathered into and serviced on the RMP Gathering System, and, if gathered into and serviced on the RMP Gathering System, fees for such services for such Beazer South Gas shall be invoiced and paid solely pursuant to and in accordance with Section 5.1 of the ASR GGA.

5.Consideration Sufficient. Each Party acknowledges that the transactions described herein: (a) constitute sufficient consideration to make this Letter Agreement legally binding upon such Party; and (b) without such consideration, such Party would not enter into, as applicable, the Sixth Amendment or the Equitrans TSA.

6.Successors and Assigns; RMP Transfer. This Letter Agreement shall extend to and inure to the benefit of and be binding upon the Parties and their respective successors and assigns. In the event that RMP sells, transfers, conveys, assigns, grants, or otherwise disposes of any or all of its interests in the RMP Gathering System or the ASR GGA, then any such sale, transfer, conveyance, assignment, grant, or other disposition shall be made expressly subject to this Letter Agreement and any instrument of conveyance shall expressly so state.

7.Miscellaneous. The Parties intend that this Letter Agreement will be construed and enforced under Pennsylvania law without the application of any jurisdiction’s conflicts of laws principles. This Letter Agreement, together with the Jupiter GGA and the Equitrans TSA, constitutes the entire agreement among the Parties with respect to such subject matters and supersedes any prior or contemporaneous agreement, whether oral, written or formed by a course of dealing, among the Parties with respect to such subject matters. No amendment to this Letter Agreement will be effective unless it is in writing and signed by each Party. This Letter Agreement may be executed in counterparts, each of which will be as valid as another and all of which together will constitute one and the same agreement. Executed copies of this Letter Agreement will be as valid for all purposes as original versions.

8.Effectiveness. This Letter Agreement, the Sixth Amendment, and the Equitrans TSA shall be executed contemporaneously and this Letter Agreement shall be effective as of such date of execution.

If you agree that this Letter Agreement fully and fairly documents the agreement reached among the Parties with regard to its subject matter, please have a duly authorized representative execute and date the acknowledgement below for the appropriate Party.

[Signed on Next Page]

- 3 -    

Very truly yours,

RM Partners LP

By: EQM Midstream Management, LLC its general partner

By:     /s/ Paul Kress             

Name:     Paul Kress            

Title:     VP                

ACKNOWLEDGED AND AGREED:

Rice Drilling B LLC    

By:     /s/ Erin R. Centofanti        

Name:     Erin R. Centofanti    

Title:     President         

Equitrans, L.P.

By:     /s/ Paul Kress             

Name:     Paul Kress            

Title:     VP                

EQM Gathering OPCO, LLC

By:     /s/ Paul Kress             

Name:     Paul Kress            

Title:     VP                

Alpha Shale Resources LP, by Alpha Shale Holdings LLC, its sole general partner

By:     /s/ Erin R. Centofanti        

Name:     Erin R. Centofanti    

Title:     President         

Signature Page    

Exhibit A-1

[***]

Exhibit A-1    

Exhibit A-2

[***]

Exhibit A-2    

Exhibit A-3

[***]

Exhibit A-3    

Exhibit A-4

[***]

Exhibit A-4    

Exhibit B

AMENDMENT NO. 6
TOJUPITER GAS GATHERING AGREEMENT

This Amendment No. 6 to the Jupiter Gas Gathering Agreement (this “Amendment”) is made and entered into as of March 1, 2019, by and between EQT Production Company (“Producer”) and EQT Energy, LLC (collectively with Producer, “Shipper”), on the one hand, and EQM Gathering OPCO, LLC (“Gatherer”), on the other hand. Producer, Shipper and Gatherer are each referred to herein as a “Party” and collectively as the “Parties”.

WHEREAS, the Parties made and entered into that certain Jupiter Gas Gathering Agreement, the “Agreement”, dated May 1, 2014 (as amended by that certain Amendment No. 1 to Jupiter Gas Gathering Agreement, dated December 17, 2014, that certain Amendment No. 2 to Jupiter Gas Gathering Agreement, dated October 26, 2015, that certain Amendment No. 3 to Jupiter Gas Gathering Agreement, dated August 1, 2016, that certain Amendment No. 4 to Jupiter Gas Gathering Agreement, dated June 1, 2017, and that certain Amendment No. 5 to Jupiter Gas Gathering Agreement, dated October 1, 2017), pursuant to which, among other provisions, Shipper requested that Gatherer provide gathering services to Shipper by receiving quantities of Gas from Shipper at the Receipt Points and redelivering such Gas to or for Shipper’s account at the Delivery Points; and

WHEREAS, the Parties intend to amend Exhibit A, Section II (Table of Incremental Capital Fees) of Exhibit B-2 and Section III (Site Specific Data and Facility Responsibility Matrix) of Exhibit F of the Agreement upon the terms and subject to the conditions set forth herein.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound, the Parties hereby agree as follows:

1.Definitions. All capitalized terms used but not otherwise defined or amended herein shall have the meanings ascribed to them in the Agreement.

2.Amendments.

a. As of the date hereof, Rice Drilling B LLC, a Delaware limited liability company (“RDB”), shall be joined to the Agreement as a “Producer” (and, accordingly, a “Shipper”) and deemed a “Producer” (and, accordingly, a “Shipper”) under and subject to the Agreement for all purposes, entitled to all rights and benefits, and responsible for all obligations and liabilities, as “Producer” (and accordingly, as “Shipper”) arising pursuant to the Agreement, but insofar and only to the extent that the same arise out of, relate to, or are associated with RDB’s ownership, operation, or production of Gas delivered to the following Receipt Points: Beazer, Carpenter, Shipman, and Kentor.

1

b. Exhibit A attached to the Agreement is hereby deleted in its entirety and replaced with the revised Exhibit A attached hereto as Attachment 1.

c. Section II (Table of Incremental Capital Fees) of Exhibit B-2 attached to the Agreement is hereby deleted in its entirety and replaced with the revised Section II (Table of Incremental Capital Fees) attached hereto as Attachment 2. In accordance with Section 4.2(b) of the Agreement, the Parties have agreed to the Incremental Capital Projects in respect of the Receipt Points identified in Section II of Exhibit B-2. The Parties further agree that:

i. these Incremental Capital Projects shall not trigger an increase in the Compression MDQ or the Contract MDQ or an extension of any Term under the Agreement;

ii. with respect to the West Run – Hopewell Ridge Receipt Point, the Incremental Capital Fee shall be a negotiated volumetric rate of [***] (in lieu of a Monthly reservation rate) for all Gas delivered by Shipper and received by Gatherer at the West Run – Hopewell Ridge Receipt Point, and with respect to the remainder of the Receipt Points identified in Section II of Exhibit B-2, the Incremental Capital Fee shall be a negotiated volumetric rate of [***] (in lieu of a Monthly reservation rate) for all Gas delivered by Shipper and received by Gatherer at such Receipt Points; and all Receipt Points identified on Section II of Exhibit B-2 shall be disregarded for purposes of and not considered in calculating the Contract MDQ, Compression MDQ or the Overrun Fees under the Agreement;

iii. the Incremental Capital Fee shall apply only to Gas delivered to the Receipt Points identified in Section II of Exhibit B-2beginning on the applicable In-Service Date for each such Receipt Point as set forth in Section II of Exhibit B-2, and thereafter shall apply to such Gas consistent with the Applicable Expansion Term provisions.

iv. Except for the West Run – Hopewell Ridge Receipt Point, Gas delivered to the Receipt Points identified in Section II of Exhibit B-2 shall be nominated by Shipper to Delivery Point JPTR-PAPER identified in Exhibit A. Nominations on Equitrans associated with the JPTR-PAPER Delivery Point and physical deliveries shall be reconciled on a monthly basis and any resulting imbalance shall be resolved by Shipper in the subsequent accounting month. No Gas delivered to Receipt Points other than those identified in Section II of Exhibit B-2 (not including the West Run – Hopewell Ridge Receipt Point) shall be nominated by Shipper to Delivery Point JPTR-PAPER.

2

v. Shipper shall not install wellhead or other compression upstream of the West Run – Hopewell Ridge Receipt Point without prior written consent from Gatherer.

d. In Section III (Site Specific Data and Facility Responsibility Matrix) of Exhibit F attached to the Agreement:

i. the pages including Section III.A.1 (Receipt Point Interconnect Data) are hereby deleted in their entirety and replaced with the revised pages including Section III.A.1 (Receipt Point Interconnect Data) attached hereto as Attachment 3; and

ii. Section III.A.2 (Responsibility for Interconnect Facility Equipment) is hereby amended to include the additional Interconnect Facilities responsibilities tables for the meters identified as set forth below, which tables (1) establish the design, construction, operation, maintenance and cost responsibility for each such meter and (2) are attached hereto as Attachment 3.

M5283458        M5283463        M5283464

M5298308        M5344758

3.Effect of Amendment. The Agreement, as amended hereby, shall remain in full force and effect, and all terms hereof are hereby ratified and confirmed by the Parties.

4.Further Actions. The Parties agree to execute such other documents and take such further actions necessary to effectuate this Amendment.

5.Counterparts. This Amendment may be executed in any number of counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same agreement. It is agreed by the Parties that facsimile signature pages signed by the Parties shall be binding to the same extent as original signature pages.

6.Entire Agreement. This Amendment is the entire agreement between the Parties concerning the subject matter hereof and neither Party shall be bound by representations except as set forth in this Amendment.

7.Amendments. This Amendment may not be modified or amended except by a written agreement signed by the Parties.

[The remainder of this page intentionally left blank.]

3

IN WITNESS WHEREOF, the Parties have executed this Amendment as of the date first written above.

EQT PRODUCTION COMPANY	EQM GATHERING OPCO, LLC
By: ______________________________	By: ______________________________
Name: ______________________________	Name: ______________________________
Title: ______________________________	Title: ______________________________
EQT ENERGY, LLC	RICE DRILLING B LLC
By: ______________________________	By: ______________________________
Name: ______________________________	Name: ______________________________
Title: ______________________________	Title: ______________________________

SIGNATURE PAGE TO AMENDMENT NO. 6 TO JUPITER GAS GATHERING AGREEMENT

ATTACHMENT 1

EXHIBIT A

RECEIPT POINTS, DELIVERY POINTS,
CONTRACT MDQ AND COMPRESSION MDQ

Receipt Point(s)	Receipt Point MDQ MMcf/Day	Zone	Zone MDQ MMcf/Day
West Run	80	Zone 1	300
Koloski	90	Zone 1	300
Green Hill	80	Zone 1	300
Pierce	100	Zone 1	300
Walker B	30	Zone 1	300
Moore	40	Zone 1	300
Phillips	30	Zone 1	300
Scotts Run	30	Zone 1	300
Patterson Creek	60	Zone 1	300
Carpenter	115	Zone 1	300
Kentor	5	Zone 1	300
Moninger	200	Zone 2	370
Cooper	140	Zone 2	370
Big Sky	75	Zone 2	370
Harris	45	Zone 2	370
Amity	15	Zone 2	370
Harden Farm	110	Zone 2	370
Connors	65	Zone 2	370
Pettit	65	Zone 2	370
Hughes	55	Zone 2	370
Roberts	9	Zone 2	370
Harden	25	Zone 2	370
Shipman	37.5	Zone 2	370
J&J	37.5	Zone 2	370
Lacko	150	Zone 3	370
Hildebrand	35	Zone 3	370
Pyles	40	Zone 3	370
Beazer	50	Zone 3	370
Yabolnski	70	Zone 3	370
Minor	60	Zone 3	370
Nicoloff	30	Zone 3	370
McMillan	20	Zone 3	370
Robinson	20	Zone 3	370
Thompson	25	Zone 3	370
Thistlewaite	2	Zone 3	370
Alpha	80	Zone 3	370
Strope	100	Zone 3	370

Exhibit A
Page 1

EXHIBIT A (Continued)

RECEIPT POINTS, DELIVERY POINTS,
CONTRACT MDQ AND COMPRESSION MDQ

Delivery Point(s)	Location
Ingram	Equitrans H-109
Amity	Equitrans H-125
Jupiter	Equitrans H-148
Callisto	Equitrans H-160
Hopewell Ridge	Equitrans H-160
Pipers Ridge	Equitrans M-78
Europa	Equitrans H-165
Io	Equitrans H-148 and M-78
JPTR-PAPER	N/A

Drip Liquids Delivery Point(s)	Location
Not applicable

Contract MDQ:	[***]
Compression MDQ:	[***]

Exhibit A

Page 2

ATTACHMENT 2

II.    Table of Incremental Capital Fees

Incremental Capital Project	Contract MDQ	Incremental Capital Fee	In-Service Date	Applicable Expansion Term
Carpenter	[***]	[***]	[***]	Until [***], and thereafter until terminated by either Party on the last Day of a Month by delivering written notice to the other Party at least thirty (30) Days prior to the date of termination.
Kentor	[***]	[***]	[***]	Until [***], and thereafter until terminated by either Party on the last Day of a Month by delivering written notice to the other Party at least thirty (30) Days prior to the date of termination.
Shipman 1	[***]	[***]	[***]	Until [***], and thereafter until terminated by either Party on the last Day of a Month by delivering written notice to the other Party at least thirty (30) Days prior to the date of termination.
Beazer 2	[***]	[***]	[***]	Until [***], and thereafter until terminated by either Party on the last Day of a Month by delivering written notice to the other Party at least thirty (30) Days prior to the date of termination.
West Run – Hopewell Ridge Receipt Point	[***]	[***]	[***]	Until terminated by either Party on the last Day of a Month by delivering written notice to the other Party at least thirty (30) Days prior to the date of termination.

1. Subject, in all respects, to Section 4 of that certain letter agreement dated as of March 1, 2019, by and among RM Partners LP, Rice Drilling B LLC, EQM Gathering OPCO, LLC, and Equitrans, L.P. (the “Letter Agreement”).

Subject, in all respects, to Section 4 of the Letter Agreement.

Exhibit B-2

Page 2

ATTACHMENT 3

III.    SITE SPECIFIC DATA AND FACILITY RESPONSIBILITY MATRIX

A. In addition to the minimum design specification and operating parameters set forth in the Engineering and Technical Design Standards, the following specifications shall be followed:

1. Receipt Point Interconnect Data: The table below provides for the list of meters covered under this Agreement which may be updated from time to time in accordance with the terms and conditions of this Agreement. Each meter in the Receipt Point Interconnect table shall conform to the specifications listed in the table applicable to such meter under Section III(A)(2).

Meter ID	Meter Name	GPS Coordinates	MAOP	MinDQ* (Mcf / Day)	MaxDQ (Mcf / Day)
17019	Cooper B	39.95597, -80.26908	720	1,220	78,500
11798	Roberts 1	39.94097, -80.326422	720	320	19,600
17018	Roberts 2	39.94097, -80.25422	720	320	19,600
11796	McMillen	39.9836, -80.1209	720	710	45,900
M5256116	McMillen 2 MM - 1	39.98455, -80.11803	1400	2,100	51,433
M5256117	McMillen 2 MM - 2	39.98455, -80.11803	1400	2,100	51,433
M5256118	McMillen 2 MM - 3	39.98455, -80.11803	1400	2,100	51,433
17042	Pyles 1	39.969918, -80.110996	1,440	1,670	78,500
M5224755	Pyles 2	39.96643, -80.1116	1440	1,227	64,353
17035	Hildebrand	39.974133, -80.096991	720	650	45,900
17022	Robison 1	39.979817, -80.072114	720	680	45,900
18156	Robison 2	39.97799, -80.07021	720	720	45,900
17043	Thompson 1	39.948602, -80.096748	720	680	45,900
17115	Thompson 2	39.948602, -80.096748	720	680	45,900
11797	Thistlewaite	39.96395, -80.100731	720	320	19,600
17044	Conner 1	39.946228, -80.240644	720	680	45,900
5100003	Conner 2	39.946228, -80.240644	720	680	45,900
17037	Phillips	39.933614, -80.293665	1,400	1,150	115,300
18155	Walker B	39.934471, -80.318565	1,400	1,600	67,500

Exhibit F

Page 4

Meter ID	Meter Name	GPS Coordinates	MAOP	MinDQ* (Mcf / Day)	MaxDQ (Mcf / Day)
5100014	Scott’s Run 1	39.93239, -80.32793	1,400	2,700	115,300
5100015	Scott’s Run 2	39.93239, -80.32793	1,400	2,700	115,300
M5225755	Scott's Run 3	39.93237, -80.32812	1,400	1,227	64,353
5100065	Moore MM B Run	39.92772, -80.33715	1,400	2,700	115,300
M5277181	Moore MM Run 2	39.92763, -80.33740	1440	1,150	28,800
5100039	West Run (NIJUS25)	39.913752, -80.303533	1,400	2,700	115,300
5100053	West Run – Hopewell Ridge	39.91312, -80.30316	1,400	2,511	87,994
5100055	Patterson 1	39.936506 , -80.310759	1,400	2,700	115,300
5100063	Patterson 2	39.936506 , -80.310759	1,400	2,700	115,300
5100057	Nicoloff 1	39.954037, -80.065039	720	720	45,900
M5224083	Nicoloff 2	39.954037, -80.065039	720	1,227	44,838
5100019	Pierce 2	39.90734, -80.28209	720	2,630	78,500
5100064	Pierce 3	39.90734, -80.28209	720	2,630	45,900
M5298308	Pierce MM D Run	39.90734, -80.28209	720	2,630	78,500
M5213961	Big Sky 1	39.99805556,-80.20277	720	1,750	78,500
M5213962	Big Sky 2	39.99805556, -80.20277	720	1,750	78,500
M5213963	Big Sky 3	39.99805556, -80.20277	720	1,030	45,900
M5220213	Petit 1	39.94523, -80.23994	720	1,227	44,838
M5220220	Petit 2	39.94523, -80.23994	720	1,227	44,838
M5220221	Petit 3	39.94523, -80.23994	720	726	26,240
M5248813	Petit 4	39.94684, -80.24028	1,440	1,227	64,353
M5248814	Petit 5	39.94684, -80.24028	1,440	1,227	64,353
M5248816	Petit 6	39.94684, -80.24028	1,440	1,227	64,353
M5254623	Petit 7	39.94684, -80.24028	1,440	1,227	64,353
M5224627	Alpha 1	39.960097, -80.130604	720	1,227	44,838
M5224714	Alpha 2	39.960097, -80.130604	720	1,227	44,838
M5274373	Alpha 3	39.960097, -80.130604	720	1,950	35,500
M5234610	Moninger Run 1	39.99511, -80.20636	1,440	1,227	64,353

Exhibit F

Page 5

Meter ID	Meter Name	GPS Coordinates	MAOP	MinDQ* (Mcf / Day)	MaxDQ (Mcf / Day)
M5234612	Moninger Run 2	39.99511, -80.20636	1,440	1,227	64,353
M5234613	Moninger Run 3	39.99511, -80.20636	1,440	1,227	64,353
M5235813	Moninger Run 4	39.99511, -80.20636	1,440	1,227	64,353
M5234486	Koloski Run 1	39.95875, -80.31068	1,440	1,227	64,353
M5234487	Koloski Run 2	39.95875, -80.31068	1,440	1,227	64,353
M5234488	Koloski Run 3	39.95875, -80.31068	1,440	1,227	64,353
17020	Iames	40.0308, -80.15266	720	726	37,660
M5219031	Shipman 1	39.991551, -80.194235	720	726	37,660
M5219033	Shipman 2	39.991551, -80.194235	720	1,227	64,353
M5258883	Shipman Gathering MM - Run 3	39.991551, -80.194235	720	1,950	35,500
33297	Ingram 590004	39.93929, -80.26466	720	356	16,118
33341	ROG46H1	39.94097, -80.26422	720	356	16,118
M5210064	Lacko 1	39.968683, -80.150911	720	1,227	64,353
M5210065	Lacko 2	39.968683, -80.150911	720	1,227	64,353
M5210066	Lacko 3	39.968683, -80.150911	720	1,227	64,353
M5234259	Yablonski 1	39.99347, -80.06271	1440	1,227	64,353
M5234260	Yablonski 2	39.99347, -80.06271	1440	1,227	64,353
M5226733	Beazer 1	39.92417, -80.10866	1440	1,227	64,353
M5226735	Beazer 2	39.92417, -80.10866	1440	1,227	64,353
M5249530	Beazer 3	39.92417, -80.10866	1440	1,556	57,163
M5238116	J & J	39.99807, -80.20293	1440	1,556	57,163
M5238117	J & J	39.99807, -80.20293	1440	1,556	57,163
M5248049	J & J	39.99807, -80.20293	1440	1,556	57,163
M5241305	Harden Farm 1	39.939969, -80.264877	1440	1,556	57,163
M5241307	Harden Farm 2	39.939969, -80.264877	1440	1,556	57,163
M5241308	Harden Farm 3	39.939969, -80.264877	1440	1,556	57,163

Exhibit F

Page 6

Meter ID	Meter Name	GPS Coordinates	MAOP	MinDQ* (Mcf / Day)	MaxDQ (Mcf / Day)
M5274165	Green Hill - Meter 1	39.89708, -80.31778	1400	2,100	31,750
M5274166	Green Hill - Meter 2	39.89708, -80.31778	1400	2,100	31,750
M5274167	Green Hill - Meter 3	39.89708,  -80.31778	1400	2,100	31,750
M5272524	Harris	39.95349, -80.19008	720	1,800	49,000
M5291357	Harris Run B	39.95349, -80.19008	720	1,800	49,000
M5283458	EPC Carpenter MM Run A	39.8864, -80.3359	1400	1,800	49,000
M5283463	EPC Carpenter MM Run B	39.8864, -80.3359	1400	1,800	49,000
M5283464	EPC Carpenter MM Run C	39.8864, -80.3359	1400	1,800	49,000
M5344758	Kentor	39.877229, -80.307607	1400	200	6,500

* Calculated @ minimum NOP with minimum Beta plate when applicable

2. Responsibility for Interconnect Facility Equipment. Each of the following tables establish, for the meter specified in the cell located in the first row of the first column of such table (or, if no meter is specified in such cell, then for each meter not specified in any of the other tables included below) the design, construction, operation, maintenance and cost responsibility for certain aspects of the Interconnect Facilities. All of the following design responsibilities designated as Producer’s responsibility shall be incorporated into the design and construction of the Interconnect Facilities.

Exhibit F

Page 7

EXHIBIT F (Section III.A.2.)

Responsibility for Interconnect Facility Equipment

Pierce 2, 5100019 Pierce 3, 5100064 Pierce MM D Run, M5298308 STATION EQUIPMENT	REQUIRED	DESIGN	INSTALL	OWNERSHIP	OPERATE	MAINTAIN	SPECIAL PROVISIONS/ EQUIPMENT SPECS.
PIPING
Pipeline-Tap & Valve	Yes	Gatherer	Gatherer	Gatherer	Gatherer	Gatherer	12” Tee
Inlet & Station Piping	Yes	Producer	Producer	Producer	Producer	Producer
Outlet & Station Piping	Yes	Gatherer	Producer	Producer	Gatherer	Producer	12”
Test Station - inlet piping	Yes	Producer	Producer	Producer	Producer	Producer
Test Station - outlet piping	Yes	Gatherer	Gatherer	Gatherer	Gatherer	Gatherer
Corrosion coupon	Yes	Gatherer	Gatherer	Gatherer	Gatherer	Gatherer
GAS CONDITIONING
Filter Separator	Yes	Gatherer	Producer	Producer	Producer	Producer	Shawndra Filter
Liquid Level Shutoff	No						16” Barrel
MEASUREMENT
Meter & Meter Runs	Yes	Gatherer	Producer	Producer	Gatherer	Producer	(2) 8” Orifice, (1) 6” Orifice
Meter & Flow Control Risers, Valves, etc…	Yes	Gatherer	Producer	Producer	Gatherer	Producer
Electronic Measurement & Telecom Hardware	Yes	Gatherer	Producer	Producer	Gatherer	Producer	Eagle/1 RTU (ea meter) and Eagle /5 RTU per interconnect
GAS QUALITY
Chromatograph	No
Continuous Sampler	No
H2O Dew Point Analyzer	No
Oxygen Analyzer	No	Gatherer	Producer	Producer	Gatherer	Producer
H2S Monitor	No	Gatherer	Producer	Producer	Gatherer	Producer
PRESSURE / FLOW CONTROL
Primary Pressure Control	Yes	Gatherer	Producer	Producer	Gatherer	Producer	2X 6” CV/OPP + 1X4” CV/OPP
Overpressure Device	Yes	Gatherer	Producer	Producer	Gatherer	Producer	2X 6” OPP + 1X4” OPP
Station Isolation Valve	Yes	Gatherer	Producer	Producer	Gatherer	Producer	12”
Flow Control Valve	Yes	Gatherer	Producer	Producer	Gatherer	Producer	2X 6” + 1X4” CV (same devices as the top)
Heat	No	Gatherer	Producer	Producer	Producer	Producer
Check Valve	Yes	Gatherer	Producer	Producer	Producer	Producer	2 X 8” + 1X6”
ODORIZATION
Odorizer & Controls	No	Gatherer	Producer	Producer	Gatherer	Producer
MISCELLANEOUS
Communication service	Yes	Gatherer	Gatherer	Gatherer	Gatherer	Gatherer	EQT Spec
Electrical Service	Yes	Gatherer	Producer	Producer	Gatherer	Producer	Solar
Building - Gas Chromatograph	No
Building - Odorizer	No	Gatherer	Producer	Producer	Gatherer	Producer
Fence/Vehicle Barrier/Signage	Yes	Gatherer	Producer	Producer	Gatherer	Producer
Air Permit	TBD	Producer	Producer	Producer	Producer	Producer

EPC Carpenter MM Run A, M5283458 EPC Carpenter MM Run B, M5283463 EPC Carpenter MM Run C, M5283464 STATION EQUIPMENT	REQUIRED	DESIGN SPECIFICATIONS	INSTALL	OWNERSHIP	OPERATE	MAINTAIN
PIPING
Company Pipeline Tap & Valve	Yes	Company	Company	Company	Company	Company
Inlet Piping	Yes	Customer	Customer	Customer	Customer	Customer
Station & Outlet Piping	Yes	Company	Customer	Customer	Company	Customer
Cathodic Protection - Inlet, Station, & Outlet Piping	Yes	Customer	Customer	Customer	Customer	Customer
Cathodic Protection - Company Tap & Valve	Yes	Company	Company	Company	Company	Company
GAS CONDITIONING
Filter Separator	Yes	Company	Customer	Customer	Customer	Customer
Particulate Filter	No
Liquid Level Shutoff	No
MEASUREMENT
Meter & Meter Runs	Yes	Company	Customer	Customer	Company	Customer
Meter & Flow Control Risers, Valves, etc…	Yes	Company	Customer	Customer	Company	Customer
Electronic Measurement & Telecomm Hardware	Yes	Company	Customer	Customer	Company	Customer
GAS QUALITY
Chromatograph	No
Moisture Analyzer	No
Oxygen Analyzer	No
Hydrogen Sulfide Analyzer	No
PRESSURE / FLOW CONTROL
Overpressure Protection Device	Yes	Company	Customer	Customer	Company	Customer
Primary Pressure Control	No
Flow Control	No
Remote Shutoff Valve	No
Heater	No
Check Valve	Yes	Company	Customer	Customer	Company	Customer
ODORIZATION
Odorizer & Controls	No
MISCELLANEOUS
Communication Service(s)	Yes	Company	Customer	Customer	Company	Customer
Electrical Service	Yes	Company	Customer	Customer	Company	Customer
Building - Gas Chromatograph	No
Building / Enclosure - Odorizer	No
Fence/Vehicle Barrier/Signage	Yes	Company	Customer	Customer	Company	Customer

Kentor, M5344758   STATION EQUIPMENT	REQUIRED	DESIGN SPECIFICATIONS	INSTALL	OWNERSHIP	OPERATE	MAINTAIN
PIPING
Company Pipeline Tap & Valve	Yes	Company	Company	Company	Company	Company
Inlet Piping	Yes	Customer	Customer	Customer	Customer	Customer
Station & Outlet Piping	Yes	Company	Company	Company	Company	Company
Cathodic Protection - Station, & Outlet Piping	Yes	Company	Company	Company	Company	Company
Cathodic Protection - Company Tap & Valve	Yes	Company	Company	Company	Company	Company
GAS CONDITIONING
Filter Separator	Yes	Company	Company	Company	Company	Company
Particulate Filter	No
Liquid Level Shutoff	No
MEASUREMENT
Meter & Meter Runs	Yes	Company	Company	Company	Company	Company
Meter & Flow Control Risers, Valves, etc…	Yes	Company	Company	Company	Company	Company
Electronic Measurement & Telecomm Hardware	Yes	Company	Company	Company	Company	Company
GAS QUALITY
Chromatograph	No
Moisture Analyzer	No
Oxygen Analyzer	No
Hydrogen Sulfide Analyzer	No
PRESSURE / FLOW CONTROL
Overpressure Protection Device	Yes	Company	Company	Company	Company	Company
Primary Pressure Control	No
Flow Control	No
Remote Shutoff Valve	Yes	Company	Company	Company	Company	Company
Heater	No
Check Valve	Yes	Company	Company	Company	Company	Company
ODORIZATION
Odorizer & Controls	No
MISCELLANEOUS
Communication Service(s)	Yes	Company	Company	Company	Company	Company
Electrical Service	Yes	Company	Company	Company	Company	Company
Building - Gas Chromatograph	No
Building / Enclosure - Odorizer	No
Fence/Vehicle Barrier/Signage	Yes	Company	Company	Company	Company	Company

EX-31.1

Exhibit 31.1

CERTIFICATION

I, Thomas F. Karam, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Equitrans Midstream Corporation;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b.Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

c.Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:  April 30, 2019

/s/ Thomas F. Karam

Thomas F. Karam

President and Chief Executive Officer

EX-31.2

Exhibit 31.2

CERTIFICATION

I, Kirk R. Oliver, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Equitrans Midstream Corporation;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b.Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

c.Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: April 30, 2019

/s/ Kirk R. Oliver

Kirk R. Oliver

Senior Vice President and Chief Financial Officer

EX-32

Exhibit 32

CERTIFICATION

In connection with the QuarterlyReport of Equitrans Midstream Corporation on Form 10-Q for the period ended March 31, 2019, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned certify pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Equitrans Midstream Corporation.

/s/ Thomas F. Karam	April 30, 2019
Thomas F. Karam President and Chief Executive Officer
/s/ Kirk R. Oliver	April 30, 2019
Kirk R. Oliver Senior Vice President and Chief Financial Officer

XML

Document and Entity Information shares in Thousands	3 Months Ended
	Mar. 31, 2019 shares
Document and Entity Information
Entity Registrant Name	Equitrans Midstream Corporation
Entity Central Index Key	0001747009
Document Type	10-Q
Document Period End Date	Mar. 31, 2019
Amendment Flag	false
Current Fiscal Year End	--12-31
Entity Filer Catagorey	Non-accelerated Filer
Entity Emerging Growth Company	false
Small Business Entity	false
Entity Common Units, Unit Outstanding	254,684
Document Fiscal Year Focus	2019
Document Fiscal Period Focus	Q1

XML

Statements of Condensed Consolidated Comprehensive Income (Unaudited) - USD ($) shares in Thousands, $ in Thousands		3 Months Ended
		Mar. 31, 2019	Mar. 31, 2018
Income Statement [Abstract]
Operating revenues	[1]	$ 389,782	$ 371,026
Operating expenses:
Operating and maintenance	[2]	27,883	27,172
Selling, general and administrative	[2]	32,178	27,213
Separation and other transaction costs	[2]	8,782	15,573
Depreciation		50,511	41,342
Amortization of intangible assets		10,387	10,386
Total operating expenses		129,741	121,686
Operating income		260,041	249,340
Equity income	[3]	31,063	8,811
Other income		1,861	904
Net interest expense	[4]	60,949	12,102
Income before income taxes		232,016	246,953
Income tax expense		32,450	23,209
Net income		199,566	223,744
Less: Net income attributable to noncontrolling interests		143,267	141,015
Net income attributable to Equitrans Midstream		56,299	82,729
Net income		$ 199,566	$ 223,744
Basic:
Weighted average common stock outstanding (in shares)		254,776	254,432
Net income (in dollars per share)		$ 0.22	$ 0.33
Diluted:
Weighted average common stock outstanding (in shares)		254,827	255,033
Net income (in dollars per share)		$ 0.22	$ 0.32
Other comprehensive loss, net of tax:
Pension and other post-retirement benefits liability adjustment, net of tax expense of $8		$ (295)	$ 0
Other comprehensive loss		(295)	0
Comprehensive income		199,271	223,744
Less: Comprehensive income attributable to noncontrolling interests		143,267	141,015
Comprehensive income attributable to Equitrans Midstream Corporation		$ 56,004	$ 82,729
Dividends declared per common share (in dollars per share)		$ 0.45	$ 0

[1] Operating revenues included related party revenues from EQT of $284.5 million and $265.6 million for the three months ended March 31, 2019 and 2018, respectively. See Note 7.

[2] For the three months ended March 31, 2019, operating and maintenance expense included $2.4 million of charges to EQT. For the three months ended March 31, 2018, operating and maintenance expense included charges from EQT of $12.2 million. Selling, general and administrative expense included charges from EQT of $1.0 million for the three months ended March 31, 2019. Selling, general and administrative expense included charges from EQT of $24.6 million for the three months ended March 31, 2018. See Note 7. Separation and other transaction costs for the three months ended March 31, 2018 represents the expenses related to the Rice Merger, the EQM-RMP Mergers and the Drop-Down Transaction (each defined in Note 1) and included charges allocated to Equitrans Midstream from EQT of $15.6 million. See Notes 1 and 7.

[3] Represents equity income from Mountain Valley Pipeline, LLC (the MVP Joint Venture). See Note 8.

[4] Net interest expense included interest income on the Preferred Interest of $1.6 million and $1.7 million for the three months ended March 31, 2019 and 2018, respectively.

XML

Statements of Condensed Consolidated Comprehensive Income (Unaudited) (Parenthetical) - USD ($) $ in Thousands		3 Months Ended
		Mar. 31, 2019	Mar. 31, 2018
Pension and other post-retirement benefits liability adjustment, tax expense		$ 8	$ 0
Operating and maintenance expense	[1]	27,883	27,172
Selling, general and administrative expense	[1]	32,178	27,213
Transaction costs	[1]	8,782	15,573
EQT Corporation and Subsidiaries
Affiliated revenues		284,500	265,600
Operating and maintenance expense		2,400	12,200
Selling, general and administrative expense		1,000	24,600
Transaction costs			15,600
EES
Interest income		$ 1,600	$ 1,700

[1] For the three months ended March 31, 2019, operating and maintenance expense included $2.4 million of charges to EQT. For the three months ended March 31, 2018, operating and maintenance expense included charges from EQT of $12.2 million. Selling, general and administrative expense included charges from EQT of $1.0 million for the three months ended March 31, 2019. Selling, general and administrative expense included charges from EQT of $24.6 million for the three months ended March 31, 2018. See Note 7. Separation and other transaction costs for the three months ended March 31, 2018 represents the expenses related to the Rice Merger, the EQM-RMP Mergers and the Drop-Down Transaction (each defined in Note 1) and included charges allocated to Equitrans Midstream from EQT of $15.6 million. See Notes 1 and 7.

XML

Statements of Condensed Consolidated Cash Flows (Unaudited) - USD ($) $ in Thousands		3 Months Ended
		Mar. 31, 2019	Mar. 31, 2018
Cash flows from operating activities:
Net income		$ 199,566	$ 223,744
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation		50,511	41,342
Amortization of intangible assets		10,387	10,386
Deferred income taxes		32,450	699
Equity income	[1]	(31,063)	(8,811)
Other income		(1,997)	(1,065)
Non-cash long-term compensation expense		1,108	707
Changes in other assets and liabilities:
Accounts receivable		(9,989)	(20,791)
Accounts payable		(47,827)	52,215
Accrued interest		(38,828)	498
Other assets and other liabilities		(42,117)	(4,202)
Net cash provided by operating activities		122,201	294,722
Cash flows from investing activities:
Capital expenditures		(208,966)	(170,589)
Capital contributions to the MVP Joint Venture		(144,763)	(117,019)
Principal payments received on the Preferred Interest		1,141	1,079
Net cash used in investing activities		(352,588)	(286,529)
Cash flows from financing activities:
Proceeds from credit facility borrowings		684,000	304,000
Payments on credit facility borrowings		(230,500)	(128,000)
Cash paid for long-term debt		(1,500)	0
Net payments on EQGP's Working Capital Facility loan		0	(47)
Net distributions to EQT		0	(49,941)
Distributions paid to noncontrolling interest unitholders		(94,030)	(88,896)
Dividends paid		(104,251)	0
Purchase of EQGP common units		(238,455)	0
Net cash provided by financing activities		15,264	37,116
Net change in cash, restricted cash and cash equivalents		(215,123)	45,309
Cash, restricted cash and cash equivalents at beginning of period		294,172	121,004
Cash, restricted cash and cash equivalents at end of period	[2]	79,049	166,313
Cash paid during the period for:
Interest, net of amount capitalized		98,470	13,532
Non-cash activity during the period for:
Settlement of transaction costs with EQT		0	87,982
Settlement of transaction costs with EQT		$ 0	$ 54,033

[1] Represents equity income from Mountain Valley Pipeline, LLC (the MVP Joint Venture). See Note 8.

[2] Includes $29.0 million of cash and cash equivalents and $50.0 million of cash escrowed as of March 31, 2019 associated with the Bolt-on Acquisition (as defined in Note 3).

XML

Statements of Condensed Consolidated Cash Flows (Unaudited) (Parenthetical) $ in Thousands	Mar. 31, 2019 USD ($)
Cash and cash equivalents	$ 29,049
Cash and cash equivalents associated with Bolton-Acquisition	79,049	[1]
Escrow deposit associated with Bolton-Acquisition	50,000
Bolt-on Acquisition
Cash and cash equivalents associated with Bolton-Acquisition	$ 29,000

[1] Includes $29.0 million of cash and cash equivalents and $50.0 million of cash escrowed as of March 31, 2019 associated with the Bolt-on Acquisition (as defined in Note 3).

XML

Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands		Mar. 31, 2019	Dec. 31, 2018
Current assets:
Cash and cash equivalents		$ 29,049	$ 294,172
Accounts receivable (net of allowance for doubtful accounts of $792 and $75 as of March 31, 2019 and December 31, 2018, respectively)	[1]	265,137	255,496
Other current assets		16,835	19,171
Total current assets		311,021	568,839
Property, plant and equipment		6,658,545	6,469,846
Less: accumulated depreciation		(651,032)	(602,199)
Net property, plant and equipment		6,007,513	5,867,647
Investment in unconsolidated entity		1,673,325	1,510,289
Goodwill		1,239,269	1,239,269
Net intangible assets		565,726	576,113
Deferred income taxes		212,302	597,321
Restricted cash		50,000	0
Other assets		216,216	164,357
Total assets		10,275,372	10,523,835
Current liabilities:
Current portion of long-term debt		6,000	6,000
Accounts payable	[2]	142,546	210,007
Capital contribution payable to the MVP Joint Venture		156,412	169,202
Accrued interest		41,408	80,236
Accrued liabilities		46,939	84,011
Total current liabilities		393,305	549,456
Credit facility borrowings		1,095,000	641,500
EQM senior notes		3,457,981	3,456,639
Long-term debt		562,200	562,105
Regulatory and other long-term liabilities		89,837	54,502
Total liabilities		5,598,323	5,264,202
Equity:
Common stock, no par value, 254,684 and 254,271 units issued and outstanding as of March 31, 2019 and December 31, 2018, respectively		1,378,673	425,370
Retained earnings		(13,704)	33,932
Accumulated other comprehensive loss		(1,804)	(1,509)
Total common shareholders' equity		1,363,165	457,793
Noncontrolling interests		3,313,884	4,801,840
Total shareholders' equity		4,677,049	5,259,633
Total liabilities and shareholders' equity		$ 10,275,372	$ 10,523,835

[1] Accounts receivable as of March 31, 2019 and December 31, 2018 included approximately $183.1 million and $175.9 million, respectively, of accounts receivable due from EQT.

[2] Accounts payable as of March 31, 2019 and December 31, 2018 included approximately $0.4 million and $34.1 million, respectively, of accounts payable due to EQT.

XML

Consolidated Balance Sheets (Unaudited) (Parenthetical) - USD ($) shares in Thousands, $ in Thousands	Mar. 31, 2019	Dec. 31, 2018
Statement of Financial Position [Abstract]
Accounts receivable, for doubtful accounts	$ 792	$ 75
Accounts receivable, related parties	183,100	175,900
Accounts payable, related parties	$ 400	$ 34,100
Common stock, shares issued (in shares)	254,684	254,271
Common stock, shares outstanding (in shares)	254,684	254,271

XML

Statements of Condensed Consolidated Equity (Unaudited) - USD ($) shares in Thousands	Total	Parent Net Investment	Common Stock	Retained Earnings	Accumulated Other Comprehensive Loss	Noncontrolling Interests
Beginning balance at Dec. 31, 2017	$ 6,238,764,000	$ 1,143,769,000	$ 0	$ 0	$ 0	$ 5,094,995,000
Beginning balance (in shares) at Dec. 31, 2017			0
Increase (Decrease) in Partners' Capital [Roll Forward]
Net income	223,744,000	82,729,000				141,015,000
Net contributions from EQT	92,074,000	92,074,000				0
Share-based compensation plans, net	707,000	317,000				390,000
Distributions paid to noncontrolling interest unitholders	(88,896,000)					(88,896,000)
Net changes in ownership of consolidated entities	(17,000)	47,000				(64,000)
Ending balance at Mar. 31, 2018	6,466,376,000	1,318,936,000	$ 0	0	0	5,147,440,000
Ending balance (in shares) at Mar. 31, 2018			0
Beginning balance at Dec. 31, 2017	6,238,764,000	1,143,769,000	$ 0	0	0	5,094,995,000
Beginning balance (in shares) at Dec. 31, 2017			0
Increase (Decrease) in Partners' Capital [Roll Forward]
Purchase of EQGP common units			$ 46,800,000.0
Ending balance at Dec. 31, 2018	$ 5,259,633,000	0	$ 425,370,000	33,932,000	(1,509,000)	4,801,840,000
Ending balance (in shares) at Dec. 31, 2018	254,271		254,271
Increase (Decrease) in Partners' Capital [Roll Forward]
Net income	$ 199,566,000			56,299,000		143,267,000
Pension and other post-retirement benefits liability adjustment, net of tax expense of $8	21,000			316,000	(295,000)
Dividends ($0.41 per share)	(104,251,000)			(104,251,000)
Share-based compensation plans, net (in shares)			413
Share-based compensation plans, net	1,108,000		$ 853,000			255,000
Distributions paid to noncontrolling interest unitholders	(94,030,000)					(94,030,000)
Purchase of EQGP common units	(238,455,000)		(38,648,000)			(199,807,000)
Net changes in ownership of consolidated entities	(346,543,000)		991,098,000			(1,337,641,000)
Ending balance at Mar. 31, 2019	$ 4,677,049,000	$ 0	$ 1,378,673,000	$ (13,704,000)	$ (1,804,000)	$ 3,313,884,000
Ending balance (in shares) at Mar. 31, 2019	254,684		254,684

XML

Statements of Condensed Consolidated Equity (Unaudited) (Parenthetical) $ in Thousands	3 Months Ended
	Mar. 31, 2019 USD ($) $ / shares
Dividends (in dollars per share)	$ 0.41
Pension and other post-retirement benefits liability adjustment, tax expense | $	$ 8
EQM Midstream Partners, LP
Cash distributions paid per unit (in dollars per share)	$ 1.13

XML

Financial Statements

3 Months Ended

Mar. 31, 2019

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Financial Statements

Financial Statements

Organization. On November 12, 2018, Equitrans Midstream, EQT and, for certain limited purposes, EQT Production Company, a wholly-owned subsidiary of EQT, entered into a separation and distribution agreement (the Separation and Distribution Agreement), pursuant to which, among other things, EQT effected the Separation, including the transfer of certain assets and liabilities to Equitrans Midstream, and distributed 80.1% of the then outstanding shares of common stock, no par value, of Equitrans Midstream (Equitrans Midstream common stock) to EQT shareholders of record as of the close of business on November 1, 2018 (the Distribution). The Distribution was effective at 11:59 p.m., Eastern Time, on November 12, 2018 (the Separation Date). EQT retained the remaining 19.9% of the outstanding shares in Equitrans Midstream (the Retained Interest).

Immediately following the Separation, the Company held investments in the entities then-conducting the Midstream Business, including limited and general partner interests in EQGP Holdings, LP (formerly known as EQT GP Holdings, LP) (EQGP), which, as of December 31, 2018, owned limited partner interests, the entire general partner interest and all of the incentive distribution rights (IDRs) in EQM Midstream Partners, LP (formerly known as EQT Midstream Partners, LP) (NYSE: EQM) (EQM). As of December 31, 2018, the common units representing limited partner interests in EQGP were owned by Equitrans Gathering Holdings, LLC (formerly known as EQT Gathering Holdings, LLC) (Equitrans Gathering Holdings), EQM GP Corporation (EQM GP Corp) and Equitrans Midstream Holdings, LLC (EMH). Following the closing of the EQGP Unit Purchases and the exercise of the Limited Call Right (each defined and discussed in Note 2 and collectively referred to as the EQGP Buyout), EQGP became an indirect, wholly-owned subsidiary of Equitrans Midstream.

EQM owns, operates, acquires and develops midstream assets in the Appalachian Basin. As of December 31, 2018, EQM Midstream Services, LLC (formerly known as EQT Midstream Services, LLC) (the Former EQM General Partner) was a wholly-owned subsidiary of EQGP and EQM's general partner. As of December 31, 2018, EQGP Services, LLC (formerly known as EQT GP Services, LLC) (the Former EQGP General Partner or New EQM General Partner) was a wholly-owned subsidiary of Equitrans Gathering Holdings and EQGP's general partner.

Equitrans Midstream's assets, liabilities and results of operations also include the legacy assets of Rice Midstream Holdings LLC (Rice Midstream Holdings). EQT obtained control of Rice Midstream Holdings on November 13, 2017 (the Rice Merger Date), when, pursuant to the agreement and plan of merger dated June 19, 2017 by and among EQT, Rice Energy Inc. (Rice Energy) and a wholly-owned subsidiary of EQT (EQT Merger Sub), Rice Energy became a wholly-owned, indirect subsidiary of EQT, and EQT became the indirect parent of Rice Midstream Holdings (the Rice Merger). The operations of Rice Midstream Holdings were primarily conducted through Rice Midstream Partners LP (now known as RM Partners LP) (RMP), Rice West Virginia Midstream LLC (now known as EQM West Virginia Midstream LLC) (EQM West Virginia), Rice Olympus Midstream LLC (now known as EQM Olympus Midstream LLC) (EQM Olympus) and Strike Force Midstream Holdings LLC (Strike Force Holdings). At the Rice Merger Date, Strike Force Holdings owned 75% of the outstanding limited liability company interests in Strike Force Midstream LLC (Strike Force Midstream), a Delaware limited liability company. Rice Midstream Holdings, through its wholly-owned, indirect subsidiary Rice Midstream GP Holdings LP (RMGP), owned Rice Midstream Management LLC (now known as EQM Midstream Management LLC), RMP's general partner (the RMP General Partner), as well as limited partner interests and all of the IDRs in RMP. Rice Midstream Holdings controlled the RMP General Partner and therefore consolidated the results of RMP. 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 entered into an agreement and plan of merger, pursuant to which EQM acquired RMP and the RMP General Partner (the EQM-RMP Mergers). The EQM-RMP Mergers closed on July 23, 2018.

• On May 1, 2018, EQM acquired the remaining outstanding limited liability company interests in Strike Force Midstream from Gulfport Midstream Holdings, LLC (Gulfport Midstream), an affiliate of Gulfport Energy Corporation, in exchange for $175 million in cash (the Gulfport Transaction). As a result, EQM owned 100% of Strike Force Midstream.

• On May 22, 2018, and effective May 1, 2018, EQM, through its wholly-owned subsidiary EQM Gathering Holdings, LLC, a Delaware limited liability company (EQM Gathering), acquired all the outstanding limited liability company interests in each of EQM West Virginia, EQM Olympus and Strike Force Holdings (collectively the Drop-Down Entities), pursuant to the terms of a contribution and sale agreement dated as of April 25, 2018 by and among EQM, EQM Gathering, EQT and Rice Midstream Holdings, in exchange for an aggregate of 5,889,282 common units representing limited partner interests in EQM (EQM common units) and cash consideration of $1.15 billion, plus working capital adjustments (the Drop-Down Transaction). As a result of the closing of the Drop-Down Transaction, effective May 1, 2018, the Drop-Down Entities and Strike Force Midstream became indirect, wholly-owned subsidiaries of EQM.

Basis of Presentation. As of December 31, 2018, the Former EQGP General Partner was a wholly-owned subsidiary of Equitrans Gathering and controlled EQGP through its general partner interest in EQGP; therefore, the financial statements of Equitrans Midstream consolidate EQGP. As of December 31, 2018, the Former EQM General Partner was a wholly-owned subsidiary of EQGP and controlled EQM through its general partner interest in EQM; therefore, the financial statements of EQGP consolidated EQM.

For each of the periods prior to the Separation presented in this Quarterly Report on Form 10-Q, the consolidated financial statements and related notes include the assets, liabilities and results of operations of the Midstream Business that were transferred to Equitrans Midstream upon the closing of the Distribution and represent the predecessor for accounting purposes of Equitrans Midstream (the Predecessor).

References in these financial statements to Equitrans Midstream or the Company refer collectively to Equitrans Midstream Corporation and the Predecessor as applicable for all periods presented.

Predecessor financial information has been derived from EQT's consolidated financial statements and accounting records and reflects the historical results of operations, financial position and cash flows of the Company as if the Midstream Business had been consolidated for all periods presented. The financial statements include expense allocations for certain corporate functions historically performed by EQT, such as executive oversight, accounting, treasury, tax, legal, supply chain, information technology and share-based compensation. See Note 7. The Company believes the assumptions underlying the consolidated financial statements are reasonable; however, as organizational structure and strategic focus dictate expenses incurred, the financial statements may not include all expenses that would have been incurred had the Company existed as a standalone, publicly traded company for the three months ended March 31, 2018. Similarly, the financial statements may not reflect the results of operations, financial position and cash flows had the Company existed as a standalone, publicly traded company during that period.

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with GAAP for interim financial information and with the requirements of Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, these financial statements include all adjustments (consisting of only normal, recurring adjustments, unless otherwise disclosed in this Form 10-Q) necessary for a fair presentation of the financial position of the Company as of March 31, 2019 and December 31, 2018, the results of its operations for the three months ended March 31, 2019 and 2018 and its cash flows and equity for the three months ended March 31, 2019 and 2018. The condensed consolidated balance sheet at December 31, 2018 has been derived from the audited financial statements at that date but does not include all of the information and notes required by GAAP for complete financial statements.

Due to the seasonal nature of EQM's utility customer contracts, the interim statements for the three months ended March 31, 2019 are not necessarily indicative of the results that may be expected for the year ending December 31, 2019.

For further information, refer to the Company's annual combined consolidated financial statements and related notes for the year ended December 31, 2018, as well as "Management's Discussion and Analysis of Financial Condition and Results of Operations" contained therein.

Recently Issued Accounting Standards

In February 2016, the FASB issued ASU 2016-02, Leases. The standard requires entities to record assets and obligations for contracts currently recognized as operating leases. In July 2018, the FASB issued ASU 2018-11, Leases (Topic 842): Targeted Improvements. The update provides an optional transition method of adoption that permits entities to initially apply the standard at the adoption date and recognize a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption. Under the optional transition method, comparative financial information and disclosures are not required. The update also provides transition practical expedients. The standard requires disclosures of the nature, maturity and value of an entity's lease liabilities and elections taken by the entity. In March 2019, the FASB issued ASU 2019-01, Leases (Topic 842): Codification Improvements, which, among other things, clarifies interim disclosure requirements in the year of ASU 2016-02 adoption.

The Company adopted ASU 2016-02, ASU 2018-11 and ASU 2019-01 on January 1, 2019 using the optional transition method of adoption. The Company uses a lease accounting system to monitor its current population of lease contracts. The Company implemented processes and controls to review new lease contracts for appropriate accounting treatment in the context of the standards and to generate disclosures required under the standards. For the disclosures required by the standards, see Note 4.

In June 2016, the FASB issued ASU 2016-13, Financial Instruments—Credit Losses: Measurement of Credit Losses on Financial Instruments. The standard amends guidance on reporting credit losses for assets held at amortized cost basis and available for sale debt securities. For assets held at amortized cost basis, this standard eliminates the probable initial recognition threshold in current GAAP and, in its place, requires an entity to recognize its current estimate of all expected credit losses. The amendments affect loans, debt securities, trade receivables, net investments in leases, off balance sheet credit exposures, reinsurance receivables and any other financial assets not excluded from the scope of the standard that have the contractual right to receive cash. The standard will be effective for annual reporting periods beginning after December 15, 2019, including interim periods within that reporting period. The Company is currently evaluating the effect this standard will have on its financial statements and related disclosures.

In February 2018, the FASB issued ASU 2018-02, Income Statement, Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income, which allows for a reclassification from accumulated other comprehensive income to retained earnings for stranded tax effects resulting from the Tax Cuts and Jobs Act and will improve the usefulness of information reported to financial statement users. The guidance is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. The Company adopted the standard in the first quarter of 2019 with no significant effect on its financial statements or related disclosures.

In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement, Changes to the Disclosure Requirements for Fair Value Measurement, which makes a number of changes to the hierarchy associated with Level 1, 2 and 3 fair value measurements and the related disclosure requirements. This guidance is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. Early adoption is permitted. The Company is currently evaluating the effect this standard will have on its financial statements and related disclosures but does not expect the adoption of this standard to have a material effect on its financial statements and related disclosures.

In August 2018, the FASB issued ASU 2018-15, Intangibles—Goodwill and Other: Internal-Use Software, which aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software (and hosting arrangements that include an internal-use software license). This guidance is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. The Company early-adopted the standard using the prospective method of adoption on January 1, 2019.

Following the adoption of ASU 2018-15, the Company began capitalizing certain implementation costs related to cloud computing arrangements that are service contracts. The capitalized portion of these costs are included in the property, plant and equipment line on the consolidated balance sheets and will be amortized over the term of the Company's hosting arrangement, which has a fixed term of 7 years. For the three months ended March 31, 2019, the Company did not recognize any amortization expense related to implementation costs on its cloud computing arrangements as such assets were not in use. The costs will be included in the selling, general and administrative expense line on the accompanying statements of consolidated operations when recognized.

In August 2018, the SEC adopted a final rule under SEC Release No. 33-10532, Disclosure Update and Simplification, that amends certain disclosure requirements that were redundant, duplicative, overlapping, outdated or superseded. The amendments also expanded the disclosure requirements on the analysis of stockholders' equity for interim financial statements, in that registrants must now analyze changes in stockholders’ equity, in the form of reconciliation, for the current and comparative year-to-date periods, with subtotals for each interim period. This final rule was effective on November 5, 2018 and the Company assessed the impact on its consolidated financial statements disclosures to be not significant. The Company adopted the final rule and began applying this disclosure change to its statement of consolidated equity in the first quarter of 2019.

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Investments in Consolidated, Non-Wholly-Owed Entities

3 Months Ended

Mar. 31, 2019

Equity [Abstract]

Investments in Consolidated, Non-Wholly-Owed Entities

Investments in Consolidated, Non-Wholly-Owned Entities

Investment in EQGP

EQGP Unit Purchases. On December 31, 2018, the Company closed on the acquisition of an aggregate 14,560,281 EQGP common units pursuant to certain Unit Purchase Agreements with funds managed by Neuberger Berman Investment Adviser LP, funds managed by Goldman Sachs Asset Management, L.P., funds managed by Cushing Asset Management, LP, funds managed by Kayne Anderson Capital Advisors, L.P., and ZP Energy Fund, L.P. (the Initial Unit Purchase Closing) for an aggregate purchase price of $291.2 million. The Initial Unit Purchase Closing resulted in a reduction of additional paid-in capital of $46.8 million and a decrease in noncontrolling interest in consolidated subsidiaries of $244.4 million for the year ended December 31, 2018.

On January 2, 2019 and January 3, 2019, the Company closed on the acquisition of the remaining 804,140 EQGP common units purchased pursuant to the Unit Purchase Agreements for an aggregate purchase price of $16.1 million (together with the Initial Unit Purchase Closing on December 31, 2018, the EQGP Unit Purchases).

Limited Call Right. Following the Initial Unit Purchase Closing, on December 31, 2018, the Company exercised a limited call right (the Limited Call Right), provided for in Section 15.1(a) of the Second Amended and Restated Agreement of Limited Partnership of EQGP, dated October 12, 2018, pursuant to which, on January 10, 2019, the Company closed on the acquisition of the remaining 11,097,287 outstanding EQGP common units not owned by the Company or its affiliates for an aggregate purchase price of $221.9 million (such acquisition, together with the EQGP Unit Purchases, the EQGP Buyout), and EQGP became an indirect, wholly-owned subsidiary of the Company.

In connection with the completion of the EQGP Buyout on January 10, 2019, certain non-employee members of the Board of Directors of the Former EQGP General Partner stepped down from their roles and were paid $20.00 for each EQGP phantom unit that they held, which was, in the aggregate, 29,829 EQGP phantom units, including accrued distributions.

Termination of the EQGP Omnibus Agreement and EQGP Working Capital Facility. On January 10, 2019, in connection with the completion of the EQGP Buyout, EQGP's omnibus agreement with Equitrans Midstream and certain other parties and the EQGP Working Capital Facility with EQT (as defined in Note 9) were terminated. In connection with the termination of the EQGP Working Capital Facility, the Company agreed that all loans and other amounts outstanding and all other obligations of EQGP to the Company under the EQGP Working Capital Facility were deemed forgiven, satisfied, discharged and paid in full.

Investment in EQM

EQM IDR Transaction. On February 22, 2019, Equitrans Midstream completed its previously announced simplification transaction pursuant to that certain Agreement and Plan of Merger, dated as of February 13, 2019 (the IDR Merger Agreement) by and among Equitrans Midstream and certain related parties, pursuant to which, among other things, (i) Equitrans Merger Sub, LP, a party to the IDR Merger Agreement, merged with and into EQGP (the Merger) with EQGP continuing as the surviving limited partnership and a wholly owned subsidiary of EQM following the Merger, and (ii) each of (a) the IDRs, (b) the economic portion of the general partner interest in EQM and (c) the issued and outstanding EQGP common units were canceled, and, as consideration for such cancellation, certain affiliates of the Company received on a pro rata basis 80,000,000 newly-issued EQM common units and 7,000,000 newly-issued Class B units (Class B units), both representing limited partner interests in EQM, and EQGP Services, LLC retained the non-economic general partner interest in EQM (the EQM IDR Transaction). Additionally, as part of the EQM IDR Transaction, the 21,811,643 EQM common units held by EQGP were canceled and 21,811,643 EQM common units were issued pro rata to certain affiliates of Equitrans Midstream. As a result of the EQM IDR Transaction, EQGP Services, LLC replaced EQM Midstream Services, LLC as the general partner of EQM (the New EQM General Partner).

The Class B units are substantially similar in all respects to EQM common units, except that the Class B units are not entitled to receive distributions of available cash until the applicable Class B unit conversion date (or, if earlier, a change of control). The Class B units are divided into three tranches, with the first tranche of 2,500,000 Class B units becoming convertible at the holder's option into EQM common units on April 1, 2021, the second tranche of 2,500,000 Class B units becoming convertible at the holder's option into EQM common units on April 1, 2022 and the third tranche of 2,000,000 Class B units becoming convertible at the holder's option into EQM common units on April 1, 2023 (each, a Class B unit conversion date). Additionally, the Class B units will become convertible at the holder's option into EQM common units immediately before a change of control of EQM. After the applicable Class B unit conversion date (or, if earlier, a change of control), whether or not such Class B units have been converted into EQM common units, the Class B units will participate pro rata with the EQM common units in distributions of available cash.

The holders of Class B units vote together with the holders of EQM common units as a single class, except that Class B units owned by the general partner of EQM and its affiliates are excluded from voting if EQM common units owned by such parties are excluded from voting. Holders of Class B units are entitled to vote as a separate class on any matter that adversely affects the rights or preferences of the Class B units in relation to other classes of EQM partnership interests in any material respect or as required by law.

After giving effect to the EQM IDR Transaction, including the issuance of Class B units, Equitrans Gathering Holdings, EQM GP Corp and EMH, each a wholly-owned subsidiary of Equitrans Midstream, held 89,505,616, 89,536 and 27,650,303 EQM common units, respectively, representing an aggregate 56.5% limited partner interest in EQM as of March 31, 2019. Additionally, Equitrans Gathering Holdings, EQM GP Corp and EMH held 6,153,907, 6,155 and 839,938 EQM Class B units, respectively, representing an aggregate 3.4% limited partner interest in EQM as of March 31, 2019. Following completion of the EQM IDR Transaction and as of March 31, 2019, the Company owned, directly or indirectly 117,245,455 EQM common units and 7,000,000 Class B units (collectively representing a 59.9% limited partner interest in EQM) and the entire non-economic general partner interest in EQM, while the public owned a 40.1% limited partner interest in EQM. Following the completion of the Private Placement (defined below), certain investors owned an aggregate of 24,605,291 Series A Preferred Units (defined below) and, taking into account such Series A Preferred Units issued in the Private Placement on an as-converted basis, as of March 31, 2019, the Company would have owned, directly or indirectly, a 53.5% limited partner interest in EQM, as well as the non-economic general partner interest in EQM.

During the three months ended March 31, 2019, as a result of the EQM IDR Transaction, the Company recorded, in the aggregate, a $991.1 million increase of common stock, no par value, a decrease in noncontrolling interest of $1.3 billion and a decrease in deferred tax asset of $346.5 million.

Series A Preferred Units. On March 13, 2019, EQM entered into a Convertible Preferred Unit Purchase Agreement (inclusive of certain Joinder Agreements entered into on March 18, 2019, the Preferred Unit Purchase Agreement) with certain investors to issue and sell in a private placement (the Private Placement) an aggregate of 24,605,291 Series A Perpetual Convertible Preferred Units (Series A Preferred Units) representing limited partner interests in EQM for a cash purchase price of $48.77 per Series A Preferred Unit, resulting in total gross proceeds of approximately $1.2 billion. The net proceeds from the Private Placement were used in part to fund the purchase price in the Bolt-on Acquisition (defined in Note 3) and to pay certain fees and expenses related to the Bolt-on Acquisition, and the remainder is expected to be used for general partnership purposes. The Private Placement closed concurrently with the closing of the Bolt-on Acquisition on April 10, 2019. See Note 3.

The Series A Preferred Units rank senior to all common units and Class B units representing limited partner interests in EQM with respect to distribution rights and rights upon liquidation. The Series A Preferred Units will vote on an as-converted basis with the EQM common units and Class B units and will have certain other class voting rights with respect to any amendment to EQM's partnership agreement or its certificate of limited partnership that would be adverse (other than in a de minimis manner) to any of the rights, preferences or privileges of the Series A Preferred Units.

The holders of the Series A Preferred Units are entitled to receive cumulative quarterly distributions at a rate of $1.0364 per Series A Preferred Unit for the first twenty distribution periods, and thereafter the quarterly distributions on the Series A Preferred Units will be an amount per Series A Preferred Unit for such quarter equal to (i) the Series A Preferred Unit purchase price of $48.77 per such unit, multiplied by (ii) a percentage equal to the sum of (A) the greater of (x) the 3-month LIBOR as of the second London banking day prior to the beginning of the applicable quarter and (y) 2.59%, and (B) 6.90%, multiplied by (iii) 25%. EQM will not be entitled to pay any distributions on any junior securities, including any EQM common units, prior to paying the quarterly distributions payable to the holders of Series A Preferred Units, including any previously accrued and unpaid distributions.

Each holder of the Series A Preferred Units may elect to convert all or any portion of the Series A Preferred Units owned by it into EQM common units initially on a one-for-one basis, subject to customary anti-dilution adjustments and an adjustment for any distributions that have accrued but not been paid when due and partial period distributions, at any time (but not more often than once per fiscal quarter) after April 10, 2021 (or earlier liquidation, dissolution or winding up of EQM), provided that any conversion is for at least $30 million (calculated based on the closing price of the common units on the trading day preceding notice of conversion) or such lesser amount if such conversion relates to all of a holder’s remaining Series A Preferred Units.

EQM may elect to convert all or any portion of the Series A Preferred Units into EQM common units at any time (but not more often than once per quarter) after April 10, 2021 if (i) the common units are listed for, or admitted to, trading on a national securities exchange, (ii) the closing price per common unit on the national securities exchange on which the common units are listed for, or admitted to, trading exceeds 140% of the Series A Preferred Unit purchase price of $48.77 per such unit for the 20 consecutive trading days immediately preceding notice of the conversion, (iii) the average daily trading volume of the common units on the national securities exchange on which the common units are listed for, or admitted to, trading exceeds 500,000 common units for the 20 consecutive trading days immediately preceding notice of the conversion, (iv) EQM has an effective registration statement on file with the SEC covering resales of the common units to be received by such holders upon any such conversion and (v) EQM has paid all accrued quarterly distributions in cash to the holders.

Shared Assets Transaction. On March 31, 2019, EQM entered into an Assignment and Bill of Sale (the Assignment and Bill of Sale) with the Company pursuant to which EQM acquired certain assets and assumed certain leases that primarily support EQM's operations for aggregate cash purchase price of $49.7 million (the initial purchase price), which reflected the net book value of in-service assets and expenditures made for assets not yet in-service and is subject to certain adjustments (collectively, the Shared Assets Transaction). Pursuant to the Assignment and Bill of Sale, EQM may assume an additional facilities lease, and may acquire certain additional assets from the Company for additional cash consideration reflecting the net book value of in-service assets and expenditures made with respect to assets not yet in-service. The initial purchase price was funded utilizing the EQM Credit Facility (defined in Note 9). Prior to the Shared Assets Transaction, EQM made quarterly payments to the Company based on fees allocated from the Company for use of in-service assets transferred to EQM in the transaction. In connection with the entry into the Assignment and Bill of Sale, the Omnibus Agreement among the Company, EQM and the New EQM General Partner (as successor to the Former EQM General Partner) was amended and restated in order to, among other things, govern the Company’s use, and payment for such use of the acquired assets following their conveyance to EQM and provide for reimbursement of EQM by the Company for expenses incurred by EQM in connection with such use.

EQM Cash Distribution. On April 23, 2019, the Board of Directors of the New EQM General Partner declared a cash distribution to EQM's unitholders for the first quarter of 2019 of $1.145 per EQM common unit. The cash distribution will be paid on May 14, 2019 to EQM's unitholders of record at the close of business on May 3, 2019. Based on the EQM common units outstanding on April 30, 2019, cash distributions paid by EQM to the Company will be approximately $134.2 million with respect to the Company's limited partner interest in EQM.

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2019 Acquisitions

3 Months Ended

Mar. 31, 2019

Business Combinations [Abstract]

2019 Acquisitions

2019 Acquisitions

Bolt-on Acquisition. On March 13, 2019, EQM entered into a Purchase and Sale Agreement (the Purchase and Sale Agreement) with North Haven Infrastructure Partners II Buffalo Holdings, LLC (NHIP), an affiliate of Morgan Stanley Infrastructure Partners, pursuant to which EQM acquired from NHIP a 60% Class A interest in Eureka Midstream Holdings, LLC (Eureka Midstream) and a 100% interest in Hornet Midstream Holdings, LLC (Hornet Midstream) (collectively, the Bolt-on Acquisition) for total consideration of approximately $1.03 billion, composed of approximately $860 million in cash and approximately $170 million of assumed pro-rata debt,subject to certain adjustments set forth in the Purchase and Sale Agreement. Eureka Midstream owns a 190-mile gathering header pipeline system in Ohio and West Virginia that services both dry Utica and wet Marcellus production. Hornet Midstream owns a 15-mile, high-pressure gathering system in West Virginia that connects to the Eureka Midstream system. In connection with the entry into the Purchase and Sale Agreement, EQM deposited $50.0 million with an escrow agent, which is presented in restricted cash on the consolidated balance sheet as of March 31, 2019. The deposit was credited towards the purchase price at the close of the acquisition. The Bolt-on Acquisition closed on April 10, 2019 and was funded through the Private Placement that closed concurrently with the Bolt-on Acquisition (defined herein) of Series A Perpetual Convertible Preferred Units representing limited partner interests in EQM that closed concurrently with the Bolt-on Acquisition. See Note 2 for further information regarding the Private Placement. As of the closing of the Bolt-on Acquisition, Eureka Midstream, LLC (Eureka), a wholly owned subsidiary of Eureka Midstream, had a $400 million credit facility, which is available for general business purposes, including financing maintenance and expansion capital expenditures related to the Eureka system and providing working capital for Eureka’s operations.

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Leases

3 Months Ended

Mar. 31, 2019

Leases [Abstract]

Leases

Leases

As discussed in Note 1, the Company adopted ASU 2016-02, ASU 2018-11 and ASU 2019-01 on January 1, 2019 (the Adoption Date) using the optional transition method of adoption.

The Company elected a package of practical expedients that allows an entity to not reassess (i) whether a contract is or contains a lease, (ii) lease classification and (iii) initial direct costs. In addition, the Company elected the following practical expedients: (i) to not reassess certain land easements, (ii) to not apply the recognition requirements under the standard to short-term leases and (iii) to combine and account for lease and nonlease contract components as a lease, which requires the capitalization of fixed nonlease payments on the Adoption Date or lease effective date and the recognition of variable nonlease payments as variable lease expense. Nonlease payments include payments for property taxes and other operating and maintenance expenses incurred by the lessor but payable by the Company in connection with the leasing arrangement. On the Adoption Date, the Company recorded on its consolidated balance sheets an operating lease right-of-use asset and a corresponding operating lease liability of $49.7 million, reflecting the present value of future lease payments on the Company's facility and compressor lease contracts. The discount rate used to determine present value, referred to as the incremental borrowing rate, was based on the rate of interest that the Company estimated it would have to pay to borrow (on a collateralized-basis over a similar term) an amount equal to the lease payments in a similar economic environment as of the Adoption Date. The Company is required to reassess the incremental borrowing rate for any new and modified lease contracts as of the contract effective date. Adoption of the standard did not require an adjustment to the opening balance of retained earnings. As of the Adoption Date and March 31, 2019, the Company had no lease contracts classified as financing leases and was not a lessor; however, the Company was party to a subleasing arrangement whereby the Company, as sublessor, agreed to sublet office space to a third party.

The following table summarizes operating lease cost for the three months ended March 31, 2019.

	Three Months Ended March 31, 2019
	(Thousands)
Operating lease cost	$	1,933
Short-term lease cost	405
Variable lease cost	13
Sublease (income)	(84		)
Total lease cost	$	2,267

Operating lease expense related to the Company's compressor lease contracts and facility lease contracts is reported in operating and maintenance expense and selling, general and administrative expense, respectively, on the Company's statement of condensed consolidated comprehensive income.

The current and noncurrent portions of the operating lease right-of-use asset are reported in other current assets and other assets, respectively, and the current and noncurrent portions of the operating lease liability are reported in accrued liabilities and regulatory and other long-term liabilities, respectively. As of March 31, 2019, the operating lease right-of-use asset and operating lease liability had balances of $48.3 million and $48.7 million, respectively, of which $0.5 million and $4.1 million, respectively, were classified as current. As of March 31, 2019, the weighted average remaining lease term was 11 years and the weighted average discount rate was 6.0%.

Schedule of Operating Lease Liability Maturities. The following table summarizes undiscounted cash flows owed by the Company to lessors pursuant to contractual agreements in effect as of March 31, 2019 and related imputed interest. The majority of the Company's lease agreements have multiple renewal periods at the Company's option; however, because none of the renewal periods are reasonably assured to be exercised, the associated operating lease payments have not been included in the table below.

	March 31, 2019
	(Thousands)
2019	$	5,262
2020	6,275
2021	6,155
2022	6,229
2023	5,981
2024	5,901
Thereafter	30,663
Total	66,466
Less: imputed interest	17,793
Present value of operating lease liability	$	48,673

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Financial Information by Business Segment

3 Months Ended

Mar. 31, 2019

Segment Reporting [Abstract]

Financial Information by Business Segment

Financial Information by Business Segment

The Company, through its control of EQM, reports its operations in three segments that reflect its three lines of business of Gathering, Transmission and Water. Gathering includes EQM's high-pressure gathering lines and FERC-regulated low-pressure gathering line; Transmission includes EQM's FERC-regulated interstate pipeline and storage system; and Water consists of EQM's water pipelines, impoundment facilities, pumping stations, take point facilities and measurement facilities.

As discussed in Note 7, the financial statements include expense allocations for certain corporate functions historically performed by EQT. For periods prior to November 12, 2018, the financial statements may not include all expenses that would have been incurred had the Company existed as a standalone, publicly traded corporation for the entirety of such periods.

	Three Months Ended March 31,
	2019			2018
	(Thousands)
Revenues from external customers (including related parties):
Gathering	$	261,881		$	237,390
Transmission	109,859			106,934
Water	18,042			26,702
Total operating revenues	$	389,782		$	371,026
Operating income:
Gathering	$	182,078		$	171,035
Transmission	84,750			79,451
Water	1,186			15,312
Other (a)	(7,973		)	(16,458		)
Total operating income	$	260,041		$	249,340
Reconciliation of operating income to net income:
Equity income (b)	$	31,063		$	8,811
Other income	1,861			904
Net interest expense	60,949			12,102
Income tax expense	32,450			23,209
Net income	$	199,566		$	223,744

(a) Other operating loss includes Separation and other transaction costs and the selling, general and administrative expenses incurred by the Company separate from and in addition to similar costs incurred by EQM.

(b) Equity income is included in the Transmission segment.

	March 31, 2019		December 31, 2018
	(Thousands)
Segment assets:
Gathering	$	6,234,581	$	6,011,654
Transmission (a)	3,243,578		3,066,659
Water	242,334		237,602
Total operating segments	9,720,493		9,315,915
Headquarters, including cash	554,879		1,207,920
Total assets	$	10,275,372	$	10,523,835

(a) The equity investment in the MVP Joint Venture is included in the Transmission segment.

	Three Months Ended March 31,
	2019		2018
	(Thousands)
Depreciation:
Gathering	$	28,116	$	23,068
Transmission	12,533		12,441
Water	6,416		5,771
Other	3,446		62
Total	$	50,511	$	41,342
Expenditures for segment assets:
Gathering	$	158,000	$	134,138
Transmission	18,762		18,929
Water	9,175		2,375
Other	3,396		—
Total (a)	$	189,333	$	155,442

(a) The Company accrues capital expenditures when the work has been completed but the associated bills have not yet been paid. Accrued capital expenditures are excluded from the statements of condensed consolidated cash flows until they are paid. Accrued capital expenditures were approximately $89.7 million and $109.3 million at March 31, 2019 and December 31, 2018, respectively. Accrued capital expenditures were approximately $75.5 million and $90.7 million at March 31, 2018 and December 31, 2017, respectively.

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Revenue from Contracts with Customers

3 Months Ended

Mar. 31, 2019

Revenue from Contract with Customer [Abstract]

Revenue from Contract with Customers

Revenue from Contracts with Customers

For the three months ended March 31, 2019 and 2018, all revenues recognized on the Company's statements of condensed consolidated operations are from contracts with customers. As of March 31, 2019 and December 31, 2018, all receivables recorded on the Company's condensed consolidated balance sheets represent performance obligations that have been satisfied and for which an unconditional right to consideration exists.

Summary of disaggregated revenues.The tables below provide disaggregated revenue information by business segment.

	Three Months Ended March 31, 2019
	Gathering		Transmission		Water		Total
	(Thousands)
Firm reservation fee revenues	$	128,959	$	99,224	$	—	$	228,183
Volumetric-based fee revenues	132,922		10,635		—		143,557
Water services revenues	—		—		18,042		18,042
Total operating revenues	$	261,881	$	109,859	$	18,042	$	389,782
	Three Months Ended March 31, 2018
	Gathering		Transmission		Water		Total
	(Thousands)
Firm reservation fee revenues	$	109,933	$	97,775	$	—	$	207,708
Volumetric-based fee revenues	127,457		9,159		—		136,616
Water services revenues	—		—		26,702		26,702
Total operating revenues	$	237,390	$	106,934	$	26,702	$	371,026

Summary of Remaining Performance Obligations. The following table summarizes the transaction price allocated to the Company's remaining performance obligations under all contracts with firm reservation fees and MVCs as of March 31, 2019.

		2019(a)		2020		2021		2022		2023		Thereafter		Total
	(Thousands)
Gathering firm reservation fees		$	353,984	$	563,215	$	573,214	$	573,214	$	573,214	$	2,312,931	$	4,949,772
Gathering revenues supported by MVCs		55,503		74,617		74,413		74,413		74,413		68,689		422,048
Transmission firm reservation fees		283,230		345,456		340,937		335,850		295,947		2,178,142		3,779,562
Total		$	692,717	$	983,288	$	988,564	$	983,477	$	943,574	$	4,559,762	$	9,151,382

(a) April 1, 2019 through December 31, 2019

Based on total projected contractual revenues, including projected contractual revenues from future capacity expected from expansion projects that are not yet fully constructed for which the Company has executed firm contracts, the Company's firm gathering contracts and firm transmission and storage contracts had weighted average remaining terms of approximately 11 years and 15 years, respectively, as of March 31, 2019.

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Related Party Transactions

3 Months Ended

Mar. 31, 2019

Related Party Transactions [Abstract]

Related Party Transactions

Related Party Transactions

Related Party Transactions with EQT

As of March 31, 2019, EQT remained a related party following the Separation due to its ownership of the Retained Interest. In the ordinary course of business, the Company, through EQM, engaged, and continues to engage, as applicable, in transactions with EQT and its affiliates, including, but not limited to, gathering agreements, transportation service and precedent agreements, storage agreements and water service agreements.

EQGP's, EQM's and RMP's Omnibus Agreements with EQT. Prior to the Separation and Distribution, EQGP, EQM and RMP each had an omnibus agreement with EQT. Pursuant to the omnibus agreements, EQT performed centralized corporate general and administrative services for EQGP, EQM and RMP and provided a license for EQGP's and EQM's use of the name "EQT" and related marks in connection with their businesses. EQGP, EQM and RMP reimbursed EQT for the expenses incurred by EQT in providing these services. EQM's and RMP's omnibus agreements also provided for certain indemnification obligations between EQM and RMP, on the one hand, and EQT, on the other hand.

On November 12, 2018, EQT terminated the EQGP, EQM and RMP omnibus agreements. Certain indemnification obligations of EQT, EQM and RMP remain in effect following the termination and have been memorialized pursuant to (i) the amended and restated omnibus agreement, dated November 13, 2018, among EQT, EQM and the New EQM General Partner (as successor to the Former EQM General Partner), and (ii) the second amended and restated omnibus agreement, dated November 13, 2018, among EQT, EQT RE, LLC, RM Partners LP (formerly known as Rice Midstream Partners LP), EQM Midstream Management LLC (formerly known as Rice Midstream Management LLC) and EQM Poseidon Midstream LLC (formerly known as Rice Poseidon Midstream LLC). The Company is generally responsible for the surviving obligations of EQT under such agreements pursuant to the Separation and Distribution Agreement.

EQGP Working Capital Facility with EQT. See Note 9.

Transition Services Agreement. On November 12, 2018, in connection with the Separation and Distribution, the Company and EQT entered into a transition services agreement (as subsequently amended, the Transition Services Agreement). Pursuant to the Transition Services Agreement, each party agreed to provide certain services to the other on an interim, transitional basis, including services related to information technology, the administration of certain employee benefits and other corporate support services. The Company and EQT agreed to pay the other a fee for these services on a monthly basis. The Transition Services Agreement will terminate on the earliest to occur of (a) the expiration of the term of the last service provided under it and (b) the date that is the one year anniversary of the Distribution, subject to each party's right to terminate a service prior to the scheduled expiration date.

Tax Matters Agreement. On November 12, 2018, in connection with the Separation and Distribution, the Company and EQT entered into a tax matters agreement (the Tax Matters Agreement) that governs the parties' respective rights, responsibilities and obligations with respect to taxes (including taxes arising in the ordinary course of business and taxes, if any, incurred as a result of any failure of the Distribution and certain related transactions to qualify as generally tax-free for U.S. federal income tax purposes), tax attributes, the preparation and filing of tax returns, the control of audits and other tax proceedings and assistance and cooperation with respect to tax matters. In addition, the Tax Matters Agreement imposes certain restrictions on the Company and its subsidiaries, including restrictions on equity issuances, business combinations, sales of assets and similar transactions, that are designed to preserve the tax-free status of the Distribution and certain related transactions.

The Tax Matters Agreement provides special rules that allocate tax liabilities in the event that the Distribution, together with certain related transactions, are not tax-free. In general, under the Tax Matters Agreement, each party is expected to be responsible for any taxes, whether imposed on the Company or EQT, that arise from (i) the failure of the Distribution, together with certain related transactions, to qualify for tax-free treatment, or (ii) if certain related transactions were to fail to qualify for their intended tax treatment, in each case, to the extent that the failure to qualify is attributable to actions, events or transactions relating to such party's respective stock, assets or business or a breach of the relevant representations or covenants made by that party in the Tax Matters Agreement.

Related Party Transactions with EQM and EQGP

ETRN Omnibus Agreement. Pursuant to an omnibus agreement (the ETRN Omnibus Agreement), the Company performs centralized corporate, general and administrative services for EQM. In exchange, EQM reimburses the Company for the expenses incurred by the Company in providing these services. In connection with the entry into the Assignment and Bill of Sale, the ETRN Omnibus Agreement was amended and restated, to, among other things, govern the Company's use, and payment for such use, of the acquired assets following their conveyance to EQM. Pursuant to a secondment agreement, employees of the Company and its affiliates may be seconded to EQM to provide operating and other services with respect to EQM's business under the direction, supervision and control of EQM. EQM reimburses the Company and its affiliates for the services provided by the seconded employees. The expenses for which EQM reimburses the Company and its affiliates may not necessarily reflect the actual expenses that EQM would incur on a stand-alone basis. EQM is unable to estimate what those expenses would be on a stand-alone basis. In connection with the Separation, the Company assumed certain obligations from EQT to indemnify and reimburse EQM.

For the period from November 13, 2018 through January 10, 2019, in the case of EQGP, and through March 31, 2019 in the case of EQM, EQGP and EQM, respectively, reimbursed the Company for certain expenses related to corporate and general and administrative services provided by the Company pursuant to omnibus agreements between EQM and/or EQGP and the Company. These expenses may not necessarily reflect the actual expenses that EQM or EQGP would have incurred on a stand-alone basis. EQM and EQGP are unable to estimate what those costs would have been on a stand-alone basis. The omnibus agreement between EQGP and the Company was terminated on January 10, 2019. See Note 2.

On November 13, 2018, Equitrans Midstream entered into a working capital loan agreement with EQGP (the EQGP Working Capital Facility), through which the Company agreed to make interest-bearing loans available in an aggregate principal amount not to exceed $20 million outstanding at any one time. The EQGP Working Capital Facility was terminated on January 10, 2019. See Note 2. As of December 31, 2018, EQGP had approximately $1 million of borrowings outstanding under the EQGP Working Capital Facility, all of which was forgiven in connection with the termination of the EQGP Working Capital Facility. During the period from November 13, 2018 through December 31, 2018, the maximum outstanding borrowing was $3.3 million, the average daily balance was approximately $0.9 million and the weighted average annual interest rate was 4.1%.

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Investment in Unconsolidated Entity

3 Months Ended

Mar. 31, 2019

Equity Method Investments and Joint Ventures [Abstract]

Investment in Unconsolidated Entity

Investment in Unconsolidated Entity

The MVP Joint Venture is constructing the Mountain Valley Pipeline (MVP), an estimated 300-mile natural gas interstate pipeline that will span from northern West Virginia to southern Virginia. EQM is the operator of the MVP and owned a 45.5% interest in the MVP project as of March 31, 2019. The MVP Joint Venture is a variable interest entity because it has insufficient equity to finance its activities during the construction stage of the project. The Company, through EQM, is not the primary beneficiary of the MVP Joint Venture because the Company does not have the power to direct the activities that most significantly affect the MVP Joint Venture's economic performance. Certain business decisions, such as decisions to make distributions of cash, require a greater than 66 2/3% ownership interest approval, and no one member owns more than a 66 2/3% interest.

In April 2018, the MVP Joint Venture announced the MVP Southgate project, a proposed 70-mile interstate pipeline that will extend from the MVP at Pittsylvania County, Virginia to new delivery points in Rockingham and Alamance Counties, North Carolina. As of March 31, 2019, EQM had a 47.2% ownership interest in the MVP Southgate 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 of 2020.

In March 2019, the MVP Joint Venture issued a capital call notice for the funding of the MVP project to MVP Holdco, LLC (MVP Holdco), a direct, wholly-owned subsidiary of EQM, for $149.8 million, of which $25.5 million and $124.3 million is expected to be paid in May 2019 and June 2019, respectively. In addition, in March 2019, the MVP Joint Venture issued a capital call notice for the funding of the MVP Southgate project to MVP Holdco for $6.6 million, of which $0.8 million was paid in April 2019, and $1.2 million and $4.6 million is expected to be paid in May 2019 and June 2019, respectively. The capital contribution payable and the corresponding increase to the investment balance are reflected on the consolidated balance sheet as of March 31, 2019.

The interests in MVP and MVP Southgate are equity method investments for accounting purposes because EQM has the ability to exercise significant influence over the MVP Joint Venture's operating and financial policies. Accordingly, EQM records adjustments to the investment balance for contributions to or distributions from the MVP Joint Venture and for EQM's pro-rata share of MVP Joint Venture earnings.

Equity income, which is primarily related to EQM's pro-rata share of the MVP Joint Venture's AFUDC on the construction of the MVP, is reported in equity income in the Company's statements of condensed consolidated operations.

Pursuant to the MVP Joint Venture's limited liability company agreement, EQM is obligated to issue a performance guarantee in favor of the MVP Joint Venture to provide performance assurances of MVP Holdco's obligations to fund its proportionate share of the construction budget for the MVP project. In January 2019, EQM issued a performance guarantee in an amount equal to 33% of EQM's proportionate share of the construction budget for the MVP project, which was $261 million at the time of issuance. The amount of the performance guarantee will decrease based on the capital contributions made by MVP Holdco to the MVP Joint Venture. As of March 31, 2019, the performance guarantee remained at $261 million.

In addition, in February 2019, EQM issued a performance guarantee of $14 million in favor of the MVP Joint Venture for the MVP Southgate project. Upon the FERC's initial release to begin construction of the MVP Southgate project, EQM's current MVP Southgate performance guarantee will be terminated, and EQM will be obligated to issue a new guarantee in an amount equal to 33% of EQM's proportionate share of the remaining capital obligations for the MVP Southgate project.

As of March 31, 2019, EQM's maximum financial statement exposure related to the MVP Joint Venture was approximately $1,792 million, which consists of the investment in unconsolidated entity balance on the consolidated balance sheet as of March 31, 2019 and amounts that could have become due under EQM's performance guarantees as of that date.

The following tables summarize the unaudited condensed financial statements of the MVP Joint Venture.

Condensed Consolidated Balance Sheets

	March 31, 2019		December 31, 2018
	(Thousands)
Current assets	$	696,893	$	687,657
Non-current assets	3,526,691		3,223,220
Total assets	$	4,223,584	$	3,910,877
Current liabilities	$	571,907	$	617,355
Non-current liabilities	2,192		—
Equity	3,649,485		3,293,522
Total liabilities and equity	$	4,223,584	$	3,910,877

Condensed Statements of Consolidated Operations

	Three Months Ended March 31,
	2019			2018
	(Thousands)
Environmental remediation reserve	$	(2,192	)	$	—
Other income	2,913			534
Net interest income	20,235			5,649
AFUDC — equity	47,216			13,182
Net income	$	68,172		$	19,365

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Debt

3 Months Ended

Mar. 31, 2019

Debt Disclosure [Abstract]

Debt

Debt

Equitrans Midstream Credit Facility. In October 2018, Equitrans Midstream entered into a credit facility agreement that provides for $100 million in borrowing capacity and matures in October 2023 (the Equitrans Midstream Credit Facility). Equitrans Midstream amended the Equitrans Midstream Credit Facility on December 31, 2018 to, among other things, permit the incurrence of the borrowings under the Term Loan Credit Agreement (defined herein). The Equitrans Midstream Credit Facility is available for general corporate purposes and to fund ongoing working capital requirements. Subject to satisfaction of certain conditions, the Equitrans Midstream Credit Facility has an accordion feature that allows the Company to increase the available borrowings under the facility by up to an additional $200 million. The Equitrans Midstream Credit Facility has a sublimit of up to $25 million for same-day swing line advances and a sublimit of up to $15 million for letters of credit. The Company had $13 million of borrowings outstanding and no letters of credit outstanding under the Equitrans Midstream Credit Facility as of March 31, 2019. The Company had $17 million of borrowings outstanding and no letters of credit outstanding under the Equitrans Midstream Credit Facility as of December 31, 2018. During the three months ended March 31, 2019, the maximum outstanding borrowings was $44 million, the average daily balance was approximately $12 million and the weighted average annual interest rate for the period was 4.2%.

Equitrans Midstream Term Loan Facility. In December 2018, Equitrans Midstream entered into a term loan credit agreement (the Term Loan Credit Agreement) that provides for a senior secured term loan facility in an aggregate principal amount of $600 million and matures in January 2024 (the Term Loans). The Company received net proceeds from the Term Loans of $568.1 million, inclusive of a discount of $18.0 million and estimated debt issuance costs of $13.9 million. The net proceeds were used to fund the EQGP Buyout, including certain fees, costs and expenses in connection therewith, and the remainder was used for general corporate purposes. The Term Loan Credit Agreement provides the Company with the right to request incremental term loans in an aggregate amount of up to $150 million minus the aggregate commitments under the Equitrans Midstream Credit Facility (or any other permitted pari passu revolving credit agreement then in effect), plus the amount of any voluntary prepayment in respect of the Term Loans. The lenders under the Term Loan Credit Agreement are under no obligation to provide such incremental commitments or term loans and any addition of or increase in commitments or term loans is subject to certain customary conditions precedent. As of March 31, 2019, the current portion of the Term Loans was $6.0 million and is recorded in the current portion of long-term debt on the condensed consolidated balance sheet. The Company had $598.5 million of borrowings outstanding and no letters of credit outstanding under the Term Loan Credit Agreement as of March 31, 2019. The Company had $600 million of borrowings outstanding and no letters of credit outstanding under the Term Loan Credit Agreement as of December 31, 2018. During the three months ended March 31, 2019, the weighted average annual interest rate for the period was 7.0%.

EQGP Working Capital Facility with EQT. Prior to the Separation, EQGP had a working capital loan agreement with EQT (the EQGP Working Capital Facility with EQT), through which EQT agreed to make interest-bearing loans available in an aggregate principal amount not to exceed $50 million outstanding at any one time. Borrowings outstanding under the EQGP Working Capital Facility with EQT were presented in accounts payable as an amount due to related party on the consolidated balance sheet. On November 12, 2018, EQGP repaid $3.2 million of borrowings outstanding under the facility, and EQT terminated the working capital loan agreement. During the three months ended March 31, 2018, the maximum outstanding borrowing was $0.2 million and the weighted average annual interest rate was approximately 3.1%.

EQM Revolving Credit Facility. On October 31, 2018, EQM amended and restated its credit facility to increase the borrowing capacity from $1 billion to $3 billion and extend the term to October 2023 (the EQM Credit Facility). The EQM Credit Facility is available for general partnership purposes, including to purchase assets, and to fund working capital requirements and capital expenditures, pay distributions and repurchase units. Subject to satisfaction of certain conditions, the EQM Credit Facility has an accordion feature that allows EQM to increase the available borrowings under the facility by up to an additional $750 million. The EQM Credit Facility has a sublimit of up to $250 million for same-day swing line advances and a sublimit of up to $400 million for letters of credit. In addition, EQM has the ability to request that one or more lenders make available term loans under the EQM Credit Facility, subject to the satisfaction of certain conditions. Such term loans would be secured by cash and qualifying investment grade securities. EQM's obligations under the revolving portion of the EQM Credit Facility are unsecured. As of March 31, 2019, EQM had approximately $1.1 billion of borrowings outstanding and $1 million of letters of credit outstanding under the EQM Credit Facility. As of December 31, 2018, EQM had approximately $625 million of borrowings outstanding and $1 million of letters of credit outstanding under the EQM Credit Facility. During the three months ended March 31, 2019, the maximum outstanding borrowings was $1.1 billion, the average daily balance was approximately $942 million and the weighted average annual interest rate for the period was approximately 3.9%. During the three months ended March 31, 2018, the maximum outstanding borrowings was $420 million, the average daily balance was approximately $301 million and the weighted average annual interest rate for the period was approximately 3.0%.

EQM $2.5 Billion Senior Notes. During the second quarter of 2018, EQM issued 4.75% senior notes due July 2023 in the aggregate principal amount of $1.1 billion, 5.50% senior notes due July 2028 in the aggregate principal amount of $850 million and 6.50% senior notes due July 2048 in the aggregate principal amount of $550 million (collectively, the EQM $2.5 Billion Senior Notes). EQM received net proceeds from the offering of approximately $2,465.8 million, inclusive of a discount of $11.8 million and estimated debt issuance costs of $22.4 million. The net proceeds were used to repay the outstanding balances under the EQM Term Loan Facility (defined below) and the RMP $850 Million Facility (defined below), and the remainder was used for general partnership purposes. The EQM $2.5 Billion Senior Notes were issued pursuant to new supplemental indentures to EQM's existing indenture dated August 1, 2014. The EQM $2.5 Billion Senior Notes contain covenants that limit EQM's ability to, among other things, incur certain liens securing indebtedness, engage in certain sale and leaseback transactions and enter into certain consolidations, mergers, conveyances, transfers or leases of all or substantially all of EQM's assets.

EQM 4.125% and 4.00% Senior Notes. In the fourth quarter of 2016, EQM issued $500 million aggregate principal amount of 4.125% senior notes due December 2026 (the 4.125% Senior Notes). EQM used the net proceeds from the offering to repay the then outstanding borrowings under a predecessor to the EQM Credit Facility and for general partnership purposes. In the third quarter of 2014, EQM issued $500 million aggregate principal amount of 4.00% senior notes due August 2024 (the 4.00% Senior Notes). EQM used the net proceeds from the offering to repay the outstanding borrowings under a predecessor to the EQM Credit Facility and for general partnership purposes.

Both the 4.125% Senior Notes and the 4.00% Senior Notes contain covenants that limit EQM's ability to, among other things, incur certain liens securing indebtedness, engage in certain sale and leaseback transactions and enter into certain consolidations, mergers, conveyances, transfers or leases of all or substantially all of EQM's assets.

EQM Term Loan Facility. On April 25, 2018, EQM entered into a $2.5 billion unsecured multi-draw 364-day term loan facility with a syndicate of lenders (the EQM Term Loan Facility). The EQM Term Loan Facility was used to fund the cash consideration for the Drop-Down Transaction, to repay borrowings under EQM's then-existing revolving credit facility and for other general partnership purposes. In connection with EQM's issuance of the EQM $2.5 billion Senior Notes (defined above), on June 25, 2018, the balance outstanding under the EQM Term Loan Facility was repaid and the EQM Term Loan Facility was terminated. As a result of the termination, EQM expensed $3 million of deferred issuance costs. From April 25, 2018 through June 25, 2018, the maximum amount of EQM's outstanding borrowings under the EQM Term Loan Facility at any time was $1,825 million and the average daily balance was approximately $1,231 million. EQM incurred interest at a weighted average annual interest rate of approximately 3.3% for the period from April 25, 2018 through June 25, 2018.

RMP $850 Million Facility. RM Operating LLC (formerly Rice Midstream OpCo LLC), a wholly-owned subsidiary of RMP, had an $850 million credit facility (the RMP $850 Million Facility). In connection with the completion of the EQM-RMP Mergers, on July 23, 2018, EQM repaid the approximately $260 million of borrowings outstanding under the RMP $850 Million Facility and the RMP $850 Million Facility was terminated. Prior to its termination, the RMP $850 Million Facility was available for general partnership purposes, including to purchase assets, and to fund working capital requirements and capital expenditures, pay distributions and repurchase units. The RMP $850 Million Facility was secured by mortgages and other security interests on substantially all of RMP's properties and was guaranteed by RMP and its restricted subsidiaries. During the three months ended March 31, 2018, the maximum outstanding borrowings were $336 million, the average daily balance was approximately $308 million and the weighted average annual interest rate for the period was approximately 3.6%.

As of March 31, 2019, ETRN and EQM were in compliance with all debt provisions and covenants.

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Fair Value Measurements

3 Months Ended

Mar. 31, 2019

Fair Value Disclosures [Abstract]

Fair Value Measurements

Fair Value Measurements

The carrying values of cash and cash equivalents, accounts receivable, amounts due to/from related parties and accounts payable approximate fair value due to the short maturity of the instruments; as such, their fair values are Level 1 fair value measurements. The carrying value of the credit facility borrowings approximates fair value as the interest rates are based on prevailing market rates; this is considered a Level 1 fair value measurement. As the Company's borrowings under the Term Loan Credit Agreement and EQM's senior notes are not actively traded, their fair values are estimated using an income approach model that applies a discount rate based on prevailing market rates for debt with similar remaining time-to-maturity and credit risk; as such, their fair values are Level 2 fair value measurements. As of March 31, 2019 and December 31, 2018, the estimated fair value of the Company's borrowings under the Term Loan Credit Agreement was approximately $602 million and $590 million, respectively, and the carrying value of the Company's borrowings under the Term Loan Credit Agreement was approximately $568 million for both periods. As of March 31, 2019 and December 31, 2018, the estimated fair value of EQM's senior notes was approximately $3,504 million and $3,425 million, respectively, and the carrying value of EQM's senior notes was approximately $3,458 million and $3,457 million, respectively. The fair value of the Preferred Interest is a Level 3 fair value measurement and is estimated using an income approach model that applies a market-based discount rate. As of March 31, 2019 and December 31, 2018, the estimated fair value of the Preferred Interest was approximately $124 million and $122 million, respectively, and the carrying value of the Preferred Interest was approximately $114 million and $115 million, respectively.

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Earnings Per Share

3 Months Ended

Mar. 31, 2019

Earnings Per Share [Abstract]

Earnings Per Share

Earnings Per Share

In connection with the Distribution described in Note 1, and based on the 254,586,700 shares of outstanding common stock of EQT (EQT common stock) as of the record date for the Distribution, the Company issued 254,268,864 shares of Equitrans Midstream common stock. As of March 31, 2019, there were 254,683,550 shares of Equitrans Midstream common stock outstanding, of which EQT owned 50,599,503.

Potentially dilutive securities (options and restricted awards) included in the calculation of diluted earnings per share totaled 50,876 and 601,622 for the three months ended March 31, 2019 and 2018, respectively.

For periods prior to the Separation Date, earnings per share shown on the statements of condensed consolidated comprehensive income were calculated based on the shares of Equitrans Midstream common stock distributed in connection with the Separation and Distribution and is considered pro forma in nature. Prior to the Separation Date, the Company did not have any issued or outstanding common stock (other than shares owned by EQT).

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Income Taxes

3 Months Ended

Mar. 31, 2019

Income Tax Disclosure [Abstract]

Income Taxes

Income Taxes

The effective tax rate was 14.0% for the three months endedMarch 31, 2019, compared to 9.4% for the three months endedMarch 31, 2018. The effective tax rate is higher for the three months endedMarch 31, 2019 compared to the three months endedMarch 31, 2018 because of Rice Midstream Holdings' income not subject to tax expense and higher income attributable to noncontrolling limited partners in 2018. Prior to October 22, 2018, Rice Midstream Holdings was a multi-member limited liability company; therefore, the earnings of Rice Midstream Holdings and its subsidiaries were not subject to federal income tax. In the fourth quarter of 2018, Rice Midstream Holdings was merged out of existence as part of internal restructurings. Excluding other items, the effective tax rates for both periods are lower than the statutory rates because the Company does not record income tax expense on the portion of its income attributable to the noncontrolling limited partners of EQM and, for the period prior to the Limited Call Right, attributable to the noncontrolling limited partners of EQGP.

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Consolidated Variable Interest Entities

3 Months Ended

Mar. 31, 2019

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Consolidated Variable Interest Entities

Consolidated Variable Interest Entities

As of March 31, 2019, the Company determined EQM to be a variable interest entity. In addition, as of December 31, 2018, EQGP was also a variable interest entity. Through the Company's ownership and control of the general partners of EQGP and EQM, the Company had the power to direct the activities that most significantly affected EQGP's and EQM's economic performance during the periods presented.

Through its limited and general partner interests in EQGP prior to the EQM IDR Transaction, its limited partner interest in EQM and through EQGP's general partner interest, limited partner interest and IDRs in EQM prior to the EQM IDR Transaction, the Company had the right to receive benefits from, as well as the obligation to absorb the losses of, EQGP and EQM.

On January 10, 2019, following the completion of the EQGP Buyout, EQGP became an indirect, wholly-owned subsidiary of the Company. As the Company is the primary beneficiary of and has a controlling financial interest in EQGP and EQM, the Company consolidated EQGP, which, prior to the EQGP Buyout, consolidated EQM for the periods presented. See Note 2. In addition, for discussion of related party transactions, see Note 7. The Company continues to consolidate EQM.

The risks associated with the operations of EQM are discussed in its Annual Report on Form 10-K for the year ended December 31, 2018, as updated by any Quarterly Reports on Form 10-Q. See further discussion of the impact that ETRN's ownership and control of EQM had on ETRN's financial position, results of operations and cash flows included in ETRN's Annual Report on Form 10-K for the year ended December 31, 2018, including in the section captioned "Management's Discussion and Analysis of Financial Condition and Results of Operations."

The following table presents assets and liabilities included in the Company's consolidated balance sheets that were for the use or obligation of EQM, inclusive of receivables and payables due from or to related parties.

	March 31, 2019		December 31, 2018
	(Thousands)
ASSETS
Cash and cash equivalents	$	23,839	$	17,515
Accounts receivable (a)	259,340		254,390
Other current assets	13,286		14,909
Net property, plant and equipment (b)	5,995,385		5,806,628
Investment in unconsolidated entity	1,673,325		1,510,289
Goodwill	1,123,813		1,123,813
Net intangible assets	565,726		576,113
Restricted cash	50,000		—
Other assets	183,871		152,464
LIABILITIES
Accounts payable (a)	$	143,186	$	207,877
Capital contribution payable to the MVP Joint Venture	156,412		169,202
Accrued interest	41,302		80,199
Accrued liabilities	20,165		20,672
Credit facility borrowings	1,082,000		625,000
EQM Senior notes	3,457,981		3,456,639
Regulatory and other long-term liabilities	67,414		38,724

(a) Accounts receivable as of March 31, 2019 and December 31, 2018 included $182.2 million and $174.8 million, respectively, of receivables due from EQT. Accounts payable as of December 31, 2018 included approximately $34.0 million of related party accounts payable to EQT. There was no related party balance with EQT included in accounts payable as of March 31, 2019.

(b) Includes approximately $49.7 million conveyed to EQM in the Shared Assets Transaction primarily consisting of IT infrastructure, office equipment, vehicles and office leases. See Note 2.

The following table summarizes EQM's statements of consolidated operations and cash flows, inclusive of transactions with related parties.

	Three Months Ended March 31,
	2019			2018
	(Thousands)
Operating revenues	$	389,782		$	371,026
Operating expenses	121,768			105,228
Other expenses, net	(16,083		)	(2,955		)
Net income	$	251,931		$	262,843
Net cash provided by operating activities	$	160,973		$	283,958
Net cash used in investing activities	$	(350,357	)	$	(286,529	)
Net cash provided by financing activities	$	245,708		$	29,388

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Stock-based Compensation Plans

3 Months Ended

Mar. 31, 2019

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

Stock-based Compensation Plans

Stock-based Compensation Plans

2019 Performance Share Unit Program. Effective in 2019, the Management Development and Compensation Committee of the Board of Directors of the Company (the Compensation Committee) adopted the 2019 Performance Share Unit Program (2019 PSU Program) under the 2018 Long-Term Incentive Plan. The 2019 PSU Program was established to align the interests of key employees with the interests of shareholders and the strategic objectives of the Company.

A total of 726,835 units were granted on March 1, 2019 under the 2019 PSU Program. The vesting of the units under the 2019 PSU Program will occur upon payment after December 31, 2021 (the end of the three-year performance period). The payout will vary between zero and 200% of the number of outstanding units contingent upon a combination of the level of total shareholder return relative to a predefined peer group and the cumulative total shareholder return per share over the period January 1, 2019 through December 31, 2021. If earned at the target payout level of 100%, 496,768 of the 2019 PSU Program units are expected to be distributed in Company common stock and 230,067 of the 2019 PSU Program units are expected to be paid in cash.

2019 Restricted Stock and Restricted Stock Unit Awards. Effective March 1, 2019, the Compensation Committee granted 331,180 restricted stock equity and 244,195 restricted stock unit liability awards. The restricted stock equity awards and restricted stock unit liability awards will be fully vested at the end of the three-year period commencing on January 1, 2019, assuming continued employment.

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Subsequent Events

3 Months Ended

Mar. 31, 2019

Subsequent Events [Abstract]

Subsequent Events

Subsequent Events

See Notes 2 and 3 for a discussion of the Private Placement and Bolt-on Acquisition, respectively, both of which closed on April 10, 2019.

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Financial Statements (Policies)

3 Months Ended

Mar. 31, 2019

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Basis of Presentation

Basis of Presentation. As of December 31, 2018, the Former EQGP General Partner was a wholly-owned subsidiary of Equitrans Gathering and controlled EQGP through its general partner interest in EQGP; therefore, the financial statements of Equitrans Midstream consolidate EQGP. As of December 31, 2018, the Former EQM General Partner was a wholly-owned subsidiary of EQGP and controlled EQM through its general partner interest in EQM; therefore, the financial statements of EQGP consolidated EQM.

For each of the periods prior to the Separation presented in this Quarterly Report on Form 10-Q, the consolidated financial statements and related notes include the assets, liabilities and results of operations of the Midstream Business that were transferred to Equitrans Midstream upon the closing of the Distribution and represent the predecessor for accounting purposes of Equitrans Midstream (the Predecessor).

References in these financial statements to Equitrans Midstream or the Company refer collectively to Equitrans Midstream Corporation and the Predecessor as applicable for all periods presented.

Predecessor financial information has been derived from EQT's consolidated financial statements and accounting records and reflects the historical results of operations, financial position and cash flows of the Company as if the Midstream Business had been consolidated for all periods presented. The financial statements include expense allocations for certain corporate functions historically performed by EQT, such as executive oversight, accounting, treasury, tax, legal, supply chain, information technology and share-based compensation. See Note 7. The Company believes the assumptions underlying the consolidated financial statements are reasonable; however, as organizational structure and strategic focus dictate expenses incurred, the financial statements may not include all expenses that would have been incurred had the Company existed as a standalone, publicly traded company for the three months ended March 31, 2018. Similarly, the financial statements may not reflect the results of operations, financial position and cash flows had the Company existed as a standalone, publicly traded company during that period.

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with GAAP for interim financial information and with the requirements of Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, these financial statements include all adjustments (consisting of only normal, recurring adjustments, unless otherwise disclosed in this Form 10-Q) necessary for a fair presentation of the financial position of the Company as of March 31, 2019 and December 31, 2018, the results of its operations for the three months ended March 31, 2019 and 2018 and its cash flows and equity for the three months ended March 31, 2019 and 2018. The condensed consolidated balance sheet at December 31, 2018 has been derived from the audited financial statements at that date but does not include all of the information and notes required by GAAP for complete financial statements.

Due to the seasonal nature of EQM's utility customer contracts, the interim statements for the three months ended March 31, 2019 are not necessarily indicative of the results that may be expected for the year ending December 31, 2019.

For further information, refer to the Company's annual combined consolidated financial statements and related notes for the year ended December 31, 2018, as well as "Management's Discussion and Analysis of Financial Condition and Results of Operations" contained therein.

Recently Issued Accounting Standards

Recently Issued Accounting Standards

In February 2016, the FASB issued ASU 2016-02, Leases. The standard requires entities to record assets and obligations for contracts currently recognized as operating leases. In July 2018, the FASB issued ASU 2018-11, Leases (Topic 842): Targeted Improvements. The update provides an optional transition method of adoption that permits entities to initially apply the standard at the adoption date and recognize a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption. Under the optional transition method, comparative financial information and disclosures are not required. The update also provides transition practical expedients. The standard requires disclosures of the nature, maturity and value of an entity's lease liabilities and elections taken by the entity. In March 2019, the FASB issued ASU 2019-01, Leases (Topic 842): Codification Improvements, which, among other things, clarifies interim disclosure requirements in the year of ASU 2016-02 adoption.

The Company adopted ASU 2016-02, ASU 2018-11 and ASU 2019-01 on January 1, 2019 using the optional transition method of adoption. The Company uses a lease accounting system to monitor its current population of lease contracts. The Company implemented processes and controls to review new lease contracts for appropriate accounting treatment in the context of the standards and to generate disclosures required under the standards. For the disclosures required by the standards, see Note 4.

In June 2016, the FASB issued ASU 2016-13, Financial Instruments—Credit Losses: Measurement of Credit Losses on Financial Instruments. The standard amends guidance on reporting credit losses for assets held at amortized cost basis and available for sale debt securities. For assets held at amortized cost basis, this standard eliminates the probable initial recognition threshold in current GAAP and, in its place, requires an entity to recognize its current estimate of all expected credit losses. The amendments affect loans, debt securities, trade receivables, net investments in leases, off balance sheet credit exposures, reinsurance receivables and any other financial assets not excluded from the scope of the standard that have the contractual right to receive cash. The standard will be effective for annual reporting periods beginning after December 15, 2019, including interim periods within that reporting period. The Company is currently evaluating the effect this standard will have on its financial statements and related disclosures.

In February 2018, the FASB issued ASU 2018-02, Income Statement, Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income, which allows for a reclassification from accumulated other comprehensive income to retained earnings for stranded tax effects resulting from the Tax Cuts and Jobs Act and will improve the usefulness of information reported to financial statement users. The guidance is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. The Company adopted the standard in the first quarter of 2019 with no significant effect on its financial statements or related disclosures.

In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement, Changes to the Disclosure Requirements for Fair Value Measurement, which makes a number of changes to the hierarchy associated with Level 1, 2 and 3 fair value measurements and the related disclosure requirements. This guidance is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. Early adoption is permitted. The Company is currently evaluating the effect this standard will have on its financial statements and related disclosures but does not expect the adoption of this standard to have a material effect on its financial statements and related disclosures.

In August 2018, the FASB issued ASU 2018-15, Intangibles—Goodwill and Other: Internal-Use Software, which aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software (and hosting arrangements that include an internal-use software license). This guidance is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. The Company early-adopted the standard using the prospective method of adoption on January 1, 2019.

Following the adoption of ASU 2018-15, the Company began capitalizing certain implementation costs related to cloud computing arrangements that are service contracts. The capitalized portion of these costs are included in the property, plant and equipment line on the consolidated balance sheets and will be amortized over the term of the Company's hosting arrangement, which has a fixed term of 7 years. For the three months ended March 31, 2019, the Company did not recognize any amortization expense related to implementation costs on its cloud computing arrangements as such assets were not in use. The costs will be included in the selling, general and administrative expense line on the accompanying statements of consolidated operations when recognized.

In August 2018, the SEC adopted a final rule under SEC Release No. 33-10532, Disclosure Update and Simplification, that amends certain disclosure requirements that were redundant, duplicative, overlapping, outdated or superseded. The amendments also expanded the disclosure requirements on the analysis of stockholders' equity for interim financial statements, in that registrants must now analyze changes in stockholders’ equity, in the form of reconciliation, for the current and comparative year-to-date periods, with subtotals for each interim period. This final rule was effective on November 5, 2018 and the Company assessed the impact on its consolidated financial statements disclosures to be not significant. The Company adopted the final rule and began applying this disclosure change to its statement of consolidated equity in the first quarter of 2019.

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Leases (Tables)

3 Months Ended

Mar. 31, 2019

Leases [Abstract]

Schedule of Operating Lease Cost

The following table summarizes operating lease cost for the three months ended March 31, 2019.

	Three Months Ended March 31, 2019
	(Thousands)
Operating lease cost	$	1,933
Short-term lease cost	405
Variable lease cost	13
Sublease (income)	(84		)
Total lease cost	$	2,267

Schedule of Operating Lease Liability Maturities

The following table summarizes undiscounted cash flows owed by the Company to lessors pursuant to contractual agreements in effect as of March 31, 2019 and related imputed interest. The majority of the Company's lease agreements have multiple renewal periods at the Company's option; however, because none of the renewal periods are reasonably assured to be exercised, the associated operating lease payments have not been included in the table below.

	March 31, 2019
	(Thousands)
2019	$	5,262
2020	6,275
2021	6,155
2022	6,229
2023	5,981
2024	5,901
Thereafter	30,663
Total	66,466
Less: imputed interest	17,793
Present value of operating lease liability	$	48,673

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Financial Information by Business Segment (Tables)

3 Months Ended

Mar. 31, 2019

Segment Reporting [Abstract]

Schedule of Revenue from External Customers and Operating Income and Reconciliation to Net Income

	Three Months Ended March 31,
	2019			2018
	(Thousands)
Revenues from external customers (including related parties):
Gathering	$	261,881		$	237,390
Transmission	109,859			106,934
Water	18,042			26,702
Total operating revenues	$	389,782		$	371,026
Operating income:
Gathering	$	182,078		$	171,035
Transmission	84,750			79,451
Water	1,186			15,312
Other (a)	(7,973		)	(16,458		)
Total operating income	$	260,041		$	249,340
Reconciliation of operating income to net income:
Equity income (b)	$	31,063		$	8,811
Other income	1,861			904
Net interest expense	60,949			12,102
Income tax expense	32,450			23,209
Net income	$	199,566		$	223,744

(a) Other operating loss includes Separation and other transaction costs and the selling, general and administrative expenses incurred by the Company separate from and in addition to similar costs incurred by EQM.

(b) Equity income is included in the Transmission segment.

Schedule of Segment Assets

	March 31, 2019		December 31, 2018
	(Thousands)
Segment assets:
Gathering	$	6,234,581	$	6,011,654
Transmission (a)	3,243,578		3,066,659
Water	242,334		237,602
Total operating segments	9,720,493		9,315,915
Headquarters, including cash	554,879		1,207,920
Total assets	$	10,275,372	$	10,523,835

(a) The equity investment in the MVP Joint Venture is included in the Transmission segment.

Schedule of Depreciation and Amortization and Expenditures for Segment Assets

	Three Months Ended March 31,
	2019		2018
	(Thousands)
Depreciation:
Gathering	$	28,116	$	23,068
Transmission	12,533		12,441
Water	6,416		5,771
Other	3,446		62
Total	$	50,511	$	41,342
Expenditures for segment assets:
Gathering	$	158,000	$	134,138
Transmission	18,762		18,929
Water	9,175		2,375
Other	3,396		—
Total (a)	$	189,333	$	155,442

(a) The Company accrues capital expenditures when the work has been completed but the associated bills have not yet been paid. Accrued capital expenditures are excluded from the statements of condensed consolidated cash flows until they are paid. Accrued capital expenditures were approximately $89.7 million and $109.3 million at March 31, 2019 and December 31, 2018, respectively. Accrued capital expenditures were approximately $75.5 million and $90.7 million at March 31, 2018 and December 31, 2017, respectively.

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Revenue from Contracts with Customers (Tables)

3 Months Ended

Mar. 31, 2019

Revenue from Contract with Customer [Abstract]

Schedule of Disaggregated Revenue Information, by Business Segment

The tables below provide disaggregated revenue information by business segment.

	Three Months Ended March 31, 2019
	Gathering		Transmission		Water		Total
	(Thousands)
Firm reservation fee revenues	$	128,959	$	99,224	$	—	$	228,183
Volumetric-based fee revenues	132,922		10,635		—		143,557
Water services revenues	—		—		18,042		18,042
Total operating revenues	$	261,881	$	109,859	$	18,042	$	389,782
	Three Months Ended March 31, 2018
	Gathering		Transmission		Water		Total
	(Thousands)
Firm reservation fee revenues	$	109,933	$	97,775	$	—	$	207,708
Volumetric-based fee revenues	127,457		9,159		—		136,616
Water services revenues	—		—		26,702		26,702
Total operating revenues	$	237,390	$	106,934	$	26,702	$	371,026

Summary of Remaining Performance Obligations

The following table summarizes the transaction price allocated to the Company's remaining performance obligations under all contracts with firm reservation fees and MVCs as of March 31, 2019.

		2019(a)		2020		2021		2022		2023		Thereafter		Total
	(Thousands)
Gathering firm reservation fees		$	353,984	$	563,215	$	573,214	$	573,214	$	573,214	$	2,312,931	$	4,949,772
Gathering revenues supported by MVCs		55,503		74,617		74,413		74,413		74,413		68,689		422,048
Transmission firm reservation fees		283,230		345,456		340,937		335,850		295,947		2,178,142		3,779,562
Total		$	692,717	$	983,288	$	988,564	$	983,477	$	943,574	$	4,559,762	$	9,151,382

(a) April 1, 2019 through December 31, 2019

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Investment in Unconsolidated Entity (Tables)

3 Months Ended

Mar. 31, 2019

Equity Method Investments and Joint Ventures [Abstract]

Schedule of Unaudited Condensed Financial Statements for the Investment in Unconsolidated Equity

The following tables summarize the unaudited condensed financial statements of the MVP Joint Venture.

Condensed Consolidated Balance Sheets

	March 31, 2019		December 31, 2018
	(Thousands)
Current assets	$	696,893	$	687,657
Non-current assets	3,526,691		3,223,220
Total assets	$	4,223,584	$	3,910,877
Current liabilities	$	571,907	$	617,355
Non-current liabilities	2,192		—
Equity	3,649,485		3,293,522
Total liabilities and equity	$	4,223,584	$	3,910,877

Condensed Statements of Consolidated Operations

	Three Months Ended March 31,
	2019			2018
	(Thousands)
Environmental remediation reserve	$	(2,192	)	$	—
Other income	2,913			534
Net interest income	20,235			5,649
AFUDC — equity	47,216			13,182
Net income	$	68,172		$	19,365

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Consolidated Variable Interest Entities (Tables)

3 Months Ended

Mar. 31, 2019

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Schedule of Consolidated Variable Interest Entity

The following table summarizes EQM's statements of consolidated operations and cash flows, inclusive of transactions with related parties.

	Three Months Ended March 31,
	2019			2018
	(Thousands)
Operating revenues	$	389,782		$	371,026
Operating expenses	121,768			105,228
Other expenses, net	(16,083		)	(2,955		)
Net income	$	251,931		$	262,843
Net cash provided by operating activities	$	160,973		$	283,958
Net cash used in investing activities	$	(350,357	)	$	(286,529	)
Net cash provided by financing activities	$	245,708		$	29,388

The following table presents assets and liabilities included in the Company's consolidated balance sheets that were for the use or obligation of EQM, inclusive of receivables and payables due from or to related parties.

	March 31, 2019		December 31, 2018
	(Thousands)
ASSETS
Cash and cash equivalents	$	23,839	$	17,515
Accounts receivable (a)	259,340		254,390
Other current assets	13,286		14,909
Net property, plant and equipment (b)	5,995,385		5,806,628
Investment in unconsolidated entity	1,673,325		1,510,289
Goodwill	1,123,813		1,123,813
Net intangible assets	565,726		576,113
Restricted cash	50,000		—
Other assets	183,871		152,464
LIABILITIES
Accounts payable (a)	$	143,186	$	207,877
Capital contribution payable to the MVP Joint Venture	156,412		169,202
Accrued interest	41,302		80,199
Accrued liabilities	20,165		20,672
Credit facility borrowings	1,082,000		625,000
EQM Senior notes	3,457,981		3,456,639
Regulatory and other long-term liabilities	67,414		38,724

(a) Accounts receivable as of March 31, 2019 and December 31, 2018 included $182.2 million and $174.8 million, respectively, of receivables due from EQT. Accounts payable as of December 31, 2018 included approximately $34.0 million of related party accounts payable to EQT. There was no related party balance with EQT included in accounts payable as of March 31, 2019.

(b) Includes approximately $49.7 million conveyed to EQM in the Shared Assets Transaction primarily consisting of IT infrastructure, office equipment, vehicles and office leases. See Note 2.

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Financial Statements (Details) - USD ($) $ in Millions					3 Months Ended
	Nov. 12, 2018	May 22, 2018	May 01, 2018	Nov. 13, 2017	Mar. 31, 2019
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items]
Cash distributions paid (as a percent)	80.10%
Cloud Computing Arrangements
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items]
Hosing arrangement, fixed term (in years)					7 years
Amortization of intangible assets					$ 0.0
EQT Corporation and Subsidiaries
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items]
Limited partner ownership interest (as a percent)	19.90%
Strike Force Midstream Holdings LLC | Strike Force Midstream
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items]
Limited partner ownership interest (as a percent)				75.00%
EQM | Gulfport Transaction
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items]
Cash consideration			$ 175.0
Limited partner ownership interest (as a percent)			100.00%
EQM | May 2018 Acquisition
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items]
Cash consideration		$ 1,150.0
Common units (in shares)		5,889,282

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Investments in Consolidated, Non-Wholly-Owed Entities (Details)								1 Months Ended	3 Months Ended		12 Months Ended
	Apr. 23, 2019 USD ($) $ / shares	Mar. 31, 2019 USD ($) shares	Mar. 13, 2019 USD ($) day $ / shares shares	Feb. 13, 2019 USD ($) shares	Jan. 10, 2019 USD ($) $ / shares shares	Jan. 03, 2019 USD ($) shares	Dec. 31, 2018 USD ($)	Dec. 31, 2018 shares	Mar. 31, 2019 USD ($) shares	Mar. 31, 2018 USD ($)	Dec. 31, 2018 USD ($)
Class of Stock [Line Items]
Purchase of EQGP common units									$ 238,455,000
Results of the EQGP Buyout and the EQM IDR Transaction									(346,543,000)	$ (17,000)
Convertible basis (percentage)			100.00%
Convertible units			$ 30,000,000
Threshold percentage of stock price trigger			140.00%
Threshold trading days | day			20
Threshold amount of stock price trigger			$ 500,000
Threshold consecutive trading days | day			20
Initial purchase price for the shared assets transaction		$ 49,700,000
Distributions paid to noncontrolling interest unitholders									$ (94,030,000)	(88,896,000)
Common Class B
Class of Stock [Line Items]
Common units held (in shares) | shares		7,000,000							7,000,000
EQM | Limited Partner Common
Class of Stock [Line Items]
Canceled common units (in shares) | shares									21,811,643
Noncontrolling Interests
Class of Stock [Line Items]
Purchase of EQGP common units											$ (244,400,000)
Common Stock
Class of Stock [Line Items]
Purchase of EQGP common units									$ 38,648,000		$ (46,800,000.0)
Results of the EQGP Buyout and the EQM IDR Transaction									991,098,000
Noncontrolling Interests
Class of Stock [Line Items]
Purchase of EQGP common units									199,807,000
Results of the EQGP Buyout and the EQM IDR Transaction									$ (1,337,641,000)	$ (64,000)
EQM | Limited Partner Common
Class of Stock [Line Items]
Common units held (in shares) | shares		117,245,455							117,245,455
Limited partner ownership interest (as a percent)									59.90%
EQM | EQGP | Limited Partner Common
Class of Stock [Line Items]
Partners' capital common units outstanding (in shares) | shares				21,811,643
EQM | Equitrans Gathering Holdings, LLC | Limited Partner Common
Class of Stock [Line Items]
Common units held (in shares) | shares		89,505,616							89,505,616
EQM | Equitrans Gathering Holdings, LLC | Common Class B | Limited Partner Common
Class of Stock [Line Items]
Common units held (in shares) | shares		6,153,907							6,153,907
EQM | EQM GP Corporation | Limited Partner Common
Class of Stock [Line Items]
Common units held (in shares) | shares		89,536							89,536
EQM | EQM GP Corporation | Common Class B | Limited Partner Common
Class of Stock [Line Items]
Common units held (in shares) | shares		6,155							6,155
EQM | Equitrans Midstream Holdings, LLC | Limited Partner Common
Class of Stock [Line Items]
Common units held (in shares) | shares		27,650,303							27,650,303
EQM | Equitrans Midstream Holdings, LLC | Common Class B | Limited Partner Common
Class of Stock [Line Items]
Common units held (in shares) | shares		839,938							839,938
EQM | Equitrans Gathering Holdings, EQM GP Corporation, and Equitrans Midstream Holdings, LLC | Limited Partner Common
Class of Stock [Line Items]
Limited partner ownership interest (as a percent)									56.50%
EQM | Equitrans Gathering Holdings, EQM GP Corporation, and Equitrans Midstream Holdings, LLC | Common Class B | Limited Partner Common
Class of Stock [Line Items]
Limited partner ownership interest (as a percent)									3.40%
EQM | Public Ownership Interest
Class of Stock [Line Items]
Limited partner ownership interest (as a percent)									40.10%
EQGP Unit Purchases
Class of Stock [Line Items]
Aggregate purchase price of EQGP Unit Purchases						$ 16,100,000	$ 291,200,000
EQGP Unit Purchases | EQGP
Class of Stock [Line Items]
Aggregate common units of EQGP Unit Purchases (in shares) | shares						804,140		14,560,281
Limited Call Right
Class of Stock [Line Items]
Aggregate purchase price of EQGP Unit Purchases					$ 221,900,000
Limited Call Right | EQGP
Class of Stock [Line Items]
Aggregate common units of EQGP Unit Purchases (in shares) | shares					11,097,287
IDR Merger Agreement
Class of Stock [Line Items]
Units convertible as of April 1, 2021				$ 2,500,000
Units convertible as of April 1, 2022				2,500,000
Units convertible as of April 1, 2023				$ 2,000,000
IDR Merger Agreement | EQM
Class of Stock [Line Items]
Common units received (in shares) | shares				80,000,000
IDR Merger Agreement | EQM | Common Class B
Class of Stock [Line Items]
Common units received (in shares) | shares				7,000,000
Private Placement | EQM
Class of Stock [Line Items]
Aggregate number of units owned (in shares) | shares			24,605,291
Cash purchase price for Series A Preferred Units (in dollars per share) | $ / shares			$ 48.77
Total gross proceeds for Series A Preferred Units			$ 1,200,000,000
Cumulative quarterly distribution increasing percentage (A)			2.59%
Cumulative quarterly distribution increasing percentage (B)			1.725%
Cash distributions paid per unit (in dollars per share) | $ / shares			$ 1.0364
Limited Partner Interest if Series A Preferred Units Were Converted | EQM | Limited Partner Common
Class of Stock [Line Items]
Limited partner ownership interest (as a percent)									53.50%
Subsequent Event | EQM
Class of Stock [Line Items]
Cash distributions paid per unit (in dollars per share) | $ / shares	$ 1.145
Subsequent Event | EQM | Limited Partner
Class of Stock [Line Items]
Distributions paid to noncontrolling interest unitholders	$ (134,200,000)
Phantom Share Units (PSUs) | EQGP
Class of Stock [Line Items]
Units paid in connection with EQGP Buyout (in dollars per share) | $ / shares					$ 20.00
Units paid in connection with EQGP Buyout (in shares) | shares					29,829

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2019 Acquisitions (Details)	Mar. 13, 2019 USD ($) mi	Mar. 31, 2019 USD ($)	Dec. 31, 2018 USD ($)
Business Acquisition [Line Items]
Restricted cash		$ 50,000,000	$ 0
Eureka Midstream Holdings, LLC
Business Acquisition [Line Items]
Length of gathering lines (in miles) | mi	190
Hornet Midstream Holdings, LLC
Business Acquisition [Line Items]
Length of gathering lines (in miles) | mi	15
Eureka Midstream, LLC | Line of credit
Business Acquisition [Line Items]
Credit facility	$ 400,000,000
Bolt-on Acquisition | EQM
Business Acquisition [Line Items]
Total consideration	1,030,000,000
Cash consideration	860,000,000
Pro-rata debt assumed	170,000,000
Restricted cash	$ 50,000,000
Bolt-on Acquisition | EQM | Hornet Midstream Holdings, LLC
Business Acquisition [Line Items]
Limited partner ownership interest (as a percent)	100.00%
Bolt-on Acquisition | EQM | Eureka Midstream Holdings, LLC
Business Acquisition [Line Items]
Limited partner ownership interest (as a percent)	60.00%

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Leases - Narrative (Details) - USD ($) $ in Thousands	Mar. 31, 2019	Jan. 01, 2019
Lessee, Lease, Description [Line Items]
Operating lease, right-of-use asset	$ 48,300
Operating lease liability	48,673
Operating lease, right-of-use asset, current	500
Operating lease, liability, current	$ 4,100
Weighted average remaining lease term	11 years
Weighted average discount rate (percentage)	6.00%
Accounting Standards Update 2016-02
Lessee, Lease, Description [Line Items]
Operating lease, right-of-use asset		$ 49,700
Operating lease liability		$ 47,600

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Leases - Schedule of Operating Lease Cost (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2019 USD ($)
Leases [Abstract]
Operating lease cost	$ 1,933
Short-term lease cost	405
Variable lease cost	13
Sublease (income)	(84)
Total lease cost	$ 2,267

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Leases - Schedule of Operating Lease Liability Maturities (Details) $ in Thousands	Mar. 31, 2019 USD ($)
Leases [Abstract]
2019	$ 5,262
2020	6,275
2021	6,155
2022	6,229
2023	5,981
2024	5,901
Thereafter	30,663
Total	66,466
Less: imputed interest	17,793
Present value of operating lease liability	$ 48,673

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Financial Information by Business Segment - Narrative (Details)	3 Months Ended
	Mar. 31, 2019 business_line segment
Segment Reporting [Abstract]
Number of reportable segments | segment	3
Number of lines of business | business_line	3

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Financial Information by Business Segment - Schedule of Segment Information (Details) - USD ($) $ in Thousands		3 Months Ended
		Mar. 31, 2019	Mar. 31, 2018	Dec. 31, 2018	Dec. 31, 2017
Revenues from external customers (including related parties):
Total operating revenues	[1]	$ 389,782	$ 371,026
Operating income:
Total operating income		260,041	249,340
Reconciliation of operating income to net income:
Equity income	[2]	31,063	8,811
Other income		1,861	904
Net interest expense	[3]	60,949	12,102
Income tax expense		32,450	23,209
Net income		199,566	223,744
Segment assets:
Total assets		10,275,372		$ 10,523,835
Depreciation:
Total		50,511	41,342
Expenditures for segment assets:
Total		189,333	155,442
Accrued capital expenditures		89,700	75,500	109,300	$ 90,700
Gathering
Revenues from external customers (including related parties):
Total operating revenues		261,881	237,390
Transmission
Revenues from external customers (including related parties):
Total operating revenues		109,859	106,934
Water
Revenues from external customers (including related parties):
Total operating revenues		18,042	26,702
Operating segments
Segment assets:
Total assets		9,720,493		9,315,915
Operating segments | Gathering
Revenues from external customers (including related parties):
Total operating revenues		261,881	237,390
Operating income:
Total operating income		182,078	171,035
Segment assets:
Total assets		6,234,581		6,011,654
Depreciation:
Total		28,116	23,068
Expenditures for segment assets:
Total		158,000	134,138
Operating segments | Transmission
Revenues from external customers (including related parties):
Total operating revenues		109,859	106,934
Operating income:
Total operating income		84,750	79,451
Segment assets:
Total assets		3,243,578		3,066,659
Depreciation:
Total		12,533	12,441
Expenditures for segment assets:
Total		18,762	18,929
Operating segments | Water
Revenues from external customers (including related parties):
Total operating revenues		18,042	26,702
Operating income:
Total operating income		1,186	15,312
Segment assets:
Total assets		242,334		237,602
Depreciation:
Total		6,416	5,771
Expenditures for segment assets:
Total		9,175	2,375
Other/Headquarters
Operating income:
Total operating income		(7,973)	(16,458)
Segment assets:
Total assets		554,879		$ 1,207,920
Depreciation:
Total		3,446	62
Expenditures for segment assets:
Total		$ 3,396	$ 0

[1] Operating revenues included related party revenues from EQT of $284.5 million and $265.6 million for the three months ended March 31, 2019 and 2018, respectively. See Note 7.

[2] Represents equity income from Mountain Valley Pipeline, LLC (the MVP Joint Venture). See Note 8.

[3] Net interest expense included interest income on the Preferred Interest of $1.6 million and $1.7 million for the three months ended March 31, 2019 and 2018, respectively.

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Revenue from Contracts with Customers - Schedule of Disaggregated Revenue Information, by Business Segment (Details) - USD ($) $ in Thousands		3 Months Ended
		Mar. 31, 2019	Mar. 31, 2018
Disaggregation of Revenue [Line Items]
Total operating revenues	[1]	$ 389,782	$ 371,026
Firm reservation fee revenues
Disaggregation of Revenue [Line Items]
Total operating revenues		228,183	207,708
Volumetric-based fee revenues
Disaggregation of Revenue [Line Items]
Total operating revenues		143,557	136,616
Gathering
Disaggregation of Revenue [Line Items]
Total operating revenues		261,881	237,390
Gathering | Firm reservation fee revenues
Disaggregation of Revenue [Line Items]
Total operating revenues		128,959	109,933
Gathering | Volumetric-based fee revenues
Disaggregation of Revenue [Line Items]
Total operating revenues		132,922	127,457
Transmission
Disaggregation of Revenue [Line Items]
Total operating revenues		109,859	106,934
Transmission | Firm reservation fee revenues
Disaggregation of Revenue [Line Items]
Total operating revenues		99,224	97,775
Transmission | Volumetric-based fee revenues
Disaggregation of Revenue [Line Items]
Total operating revenues		10,635	9,159
Water
Disaggregation of Revenue [Line Items]
Total operating revenues		18,042	26,702
Water | Firm reservation fee revenues
Disaggregation of Revenue [Line Items]
Total operating revenues		0	0
Water | Volumetric-based fee revenues
Disaggregation of Revenue [Line Items]
Total operating revenues		$ 0	$ 0

[1] Operating revenues included related party revenues from EQT of $284.5 million and $265.6 million for the three months ended March 31, 2019 and 2018, respectively. See Note 7.

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Revenue from Contracts with Customers - Summary of Remaining Performance Obligations (Details) $ in Thousands	Mar. 31, 2019 USD ($)
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2019-04-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Total firm reservation fees	$ 692,717
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2020-01-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Total firm reservation fees	983,288
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-01-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Total firm reservation fees	988,564
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-01-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Total firm reservation fees	983,477
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-01-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Total firm reservation fees	943,574
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Total firm reservation fees	4,559,762
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: (nil)
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Total firm reservation fees	9,151,382
Transmission firm reservation fees | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2019-04-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Total firm reservation fees	$ 283,230
Remaining performance obligations, expected timing	1 year
Transmission firm reservation fees | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2020-01-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Total firm reservation fees	$ 345,456
Remaining performance obligations, expected timing	1 year
Transmission firm reservation fees | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-01-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Total firm reservation fees	$ 340,937
Remaining performance obligations, expected timing	1 year
Transmission firm reservation fees | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-01-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Total firm reservation fees	$ 335,850
Remaining performance obligations, expected timing	1 year
Transmission firm reservation fees | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-01-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Total firm reservation fees	$ 295,947
Remaining performance obligations, expected timing	1 year
Transmission firm reservation fees | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Total firm reservation fees	$ 2,178,142
Transmission firm reservation fees | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: (nil)
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Total firm reservation fees	$ 3,779,562
Remaining performance obligations, expected timing
Gathering firm reservation fees | Gathering | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2019-04-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Total firm reservation fees	$ 353,984
Remaining performance obligations, expected timing	1 year
Gathering firm reservation fees | Gathering | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2020-01-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Total firm reservation fees	$ 563,215
Remaining performance obligations, expected timing	1 year
Gathering firm reservation fees | Gathering | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-01-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Total firm reservation fees	$ 573,214
Remaining performance obligations, expected timing	1 year
Gathering firm reservation fees | Gathering | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-01-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Total firm reservation fees	$ 573,214
Remaining performance obligations, expected timing	1 year
Gathering firm reservation fees | Gathering | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-01-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Total firm reservation fees	$ 573,214
Remaining performance obligations, expected timing	1 year
Gathering firm reservation fees | Gathering | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Total firm reservation fees	$ 2,312,931
Gathering firm reservation fees | Gathering | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: (nil)
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Total firm reservation fees	$ 4,949,772
Remaining performance obligations, expected timing
Gathering revenues supported by MVCs | Gathering | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2019-04-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Total firm reservation fees	$ 55,503
Remaining performance obligations, expected timing	1 year
Gathering revenues supported by MVCs | Gathering | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2020-01-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Total firm reservation fees	$ 74,617
Remaining performance obligations, expected timing	1 year
Gathering revenues supported by MVCs | Gathering | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-01-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Total firm reservation fees	$ 74,413
Remaining performance obligations, expected timing	1 year
Gathering revenues supported by MVCs | Gathering | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-01-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Total firm reservation fees	$ 74,413
Remaining performance obligations, expected timing	1 year
Gathering revenues supported by MVCs | Gathering | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-01-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Total firm reservation fees	$ 74,413
Remaining performance obligations, expected timing	1 year
Gathering revenues supported by MVCs | Gathering | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Total firm reservation fees	$ 68,689
Gathering revenues supported by MVCs | Gathering | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: (nil)
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Total firm reservation fees	$ 422,048
Remaining performance obligations, expected timing

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Revenue from Contracts with Customers - Narrative (Details)	3 Months Ended
	Mar. 31, 2019
Gathering
Disaggregation of Revenue [Line Items]
Weighted average remaining term	11 years
Transmission
Disaggregation of Revenue [Line Items]
Weighted average remaining term	15 years

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Related Party Transactions (Details) - Line of credit - EQGP Working Capital Facility with EQT - EQT Corporation and Subsidiaries - EQGP - USD ($)	2 Months Ended	3 Months Ended
	Dec. 31, 2018	Mar. 31, 2018	Mar. 31, 2019	Nov. 13, 2018
Related Party Transaction [Line Items]
Maximum borrowing capacity			$ 50,000,000	$ 20,000,000
Line of credit outstanding	$ 1,000,000
Maximum outstanding borrowing	3,300,000	$ 200,000
Average daily balance of short term loans outstanding	$ 900,000
Weighted average annual interest rate	4.10%	3.10%

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Investment in Unconsolidated Entity - Narrative (Details) $ in Thousands	1 Months Ended		3 Months Ended
	Apr. 30, 2019 USD ($)	Mar. 31, 2019 USD ($) mi	Mar. 31, 2019 USD ($) mi	Mar. 31, 2018 USD ($)	Jun. 30, 2019 USD ($)	May 31, 2019 USD ($)	Feb. 28, 2019 USD ($)	Dec. 31, 2018 USD ($)	Apr. 30, 2018 mi
Schedule of Equity Method Investments [Line Items]
Capital call notice expected to be paid			$ 144,763	$ 117,019
Expected capital call notice to be paid		$ 156,412	$ 156,412					$ 169,202
MVP
Schedule of Equity Method Investments [Line Items]
Length of pipeline (in miles) | mi		300	300
MVP Southgate Project
Schedule of Equity Method Investments [Line Items]
Length of pipeline (in miles) | mi									70
Variable Interest Entity, Not Primary Beneficiary | MVP
Schedule of Equity Method Investments [Line Items]
Issuance of performance guarantee, remaining capital obligation, percentage							33.00%
Issuance of performance guarantee		$ 261,000	$ 261,000
Variable Interest Entity, Not Primary Beneficiary | MVP Southgate Project
Schedule of Equity Method Investments [Line Items]
Issuance of performance guarantee							$ 14,000
Variable Interest Entity, Not Primary Beneficiary | MVP Joint Venture
Schedule of Equity Method Investments [Line Items]
Ownership interest		45.50%	45.50%
Maximum financial statement exposure		$ 1,792,000	$ 1,792,000
Variable Interest Entity, Not Primary Beneficiary | MVP Southgate Project
Schedule of Equity Method Investments [Line Items]
Ownership interest		47.20%	47.20%
Capital contribution payable to MVP Joint Venture		$ 6,600
Variable Interest Entity, Not Primary Beneficiary | MVP Southgate Project | Scenario, Forecast
Schedule of Equity Method Investments [Line Items]
Expected capital call notice to be paid					$ 4,600	$ 1,200
Variable Interest Entity, Not Primary Beneficiary | MVP Project
Schedule of Equity Method Investments [Line Items]
Capital contribution payable to MVP Joint Venture		$ 149,800
Variable Interest Entity, Not Primary Beneficiary | MVP Project | Scenario, Forecast
Schedule of Equity Method Investments [Line Items]
Expected capital call notice to be paid					$ 124,300	$ 25,500
Beneficial Owner | MVP Joint Venture
Schedule of Equity Method Investments [Line Items]
Percentage of ownership interest			66.67%
Subsequent Event | Variable Interest Entity, Not Primary Beneficiary | MVP Southgate Project
Schedule of Equity Method Investments [Line Items]
Capital call notice expected to be paid	$ 800

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Investment in Unconsolidated Entity - Schedule of Unaudited Condensed Financial Statements for the Investment in Unconsolidated Equity (Details) - MVP Joint Venture - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018	Dec. 31, 2018
Condensed Consolidated Balance Sheets
Current assets	$ 696,893		$ 687,657
Non-current assets	3,526,691		3,223,220
Total assets	4,223,584		3,910,877
Current liabilities	571,907		617,355
Non-current liabilities	2,192		0
Equity	3,649,485		3,293,522
Total liabilities and equity	4,223,584		$ 3,910,877
Condensed Statements of Consolidated Operations
Environmental remediation reserve	(2,192)	$ 0
Other income	2,913	534
Net interest income	20,235	5,649
AFUDC — equity	47,216	13,182
Net income	$ 68,172	$ 19,365

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Debt - Equitrans Midstream Credit Facility (Details) - USD ($)	3 Months Ended
	Mar. 31, 2019	Dec. 31, 2018	Oct. 31, 2018
Debt Instrument [Line Items]
Letters of credit outstanding	$ 1,095,000,000	$ 641,500,000
Equitrans Midstream Credit Facility | Line of credit
Debt Instrument [Line Items]
Maximum borrowing capacity			$ 100,000,000
Borrowings outstanding	13,000,000	17,000,000
Available additional borrowings			200,000,000
Maximum amount of short term loans outstanding	44,000,000
Average daily balance of short term loans outstanding	$ 12,000,000
Weighted average annual interest rate (as a percent)	4.20%
Equitrans Midstream Credit Facility | Same-day swing line advances
Debt Instrument [Line Items]
Maximum borrowing capacity			25,000,000
Equitrans Midstream Credit Facility | Letter of credit
Debt Instrument [Line Items]
Maximum borrowing capacity			$ 15,000,000
Letters of credit outstanding	$ 0	$ 0

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Debt - Equitrans Midstream Term Loan Facility (Details) - USD ($)		3 Months Ended
	Dec. 31, 2018	Mar. 31, 2019
Debt Instrument [Line Items]
Letters of credit outstanding	$ 641,500,000	$ 1,095,000,000
Term Loans | Equitrans Midstream Term Loans
Debt Instrument [Line Items]
Principal	600,000,000
Net proceeds from offering	568,100,000.0
Discount	18,000,000
Debt issuance costs	13,900,000
Incremental borrowing capacity		150,000,000
Periodic quarterly payment		6,000,000
Borrowings outstanding	600,000,000	$ 598,500,000
Weighted average annual interest rate (as a percent)		7.00%
Letter of credit | Equitrans Midstream Term Loans
Debt Instrument [Line Items]
Letters of credit outstanding	$ 0	$ 0

XML

Debt - EQGP Working Capital Facility with EQT (Details) - EQT Corporation and Subsidiaries - EQGP - Line of credit - EQGP Working Capital Facility with EQT - USD ($)		2 Months Ended	3 Months Ended
	Nov. 12, 2018	Dec. 31, 2018	Mar. 31, 2018	Mar. 31, 2019	Nov. 13, 2018
Short-term Debt [Line Items]
Maximum borrowing capacity				$ 50,000,000	$ 20,000,000
Maximum amount of short term loans outstanding	$ 3,200,000
Maximum outstanding borrowing		$ 3,300,000	$ 200,000
Weighted average annual interest rate		4.10%	3.10%

XML

Debt - EQM Revolving Credit Facility (Details) - USD ($)	1 Months Ended	3 Months Ended
	Oct. 31, 2018	Mar. 31, 2019	Mar. 31, 2018	Dec. 31, 2018	Nov. 01, 2018
Debt Instrument [Line Items]
Letters of credit outstanding		$ 1,095,000,000		$ 641,500,000
EQM Credit Facility | EQM | Revolving Credit Facility
Debt Instrument [Line Items]
Letters of credit outstanding		1,000,000	$ 420,000,000	1,000,000
Borrowings outstanding		$ 1,100,000,000		$ 625,000,000
Weighted average annual interest rate (as a percent)		3.90%	3.00%
EQM Credit Facility | Line of credit | EQM
Debt Instrument [Line Items]
Maximum borrowing capacity	$ 1,000,000,000				$ 3,000,000,000
Additional available borrowings	750,000,000
Maximum amount of short term loans outstanding		$ 1,100,000,000
Average daily balance of short term loans outstanding		$ 942,000,000	$ 301,000,000
EQM Credit Facility | Same-day swing line advances | EQM
Debt Instrument [Line Items]
Maximum borrowing capacity	250,000,000
EQM Credit Facility | Letter of credit | EQM
Debt Instrument [Line Items]
Maximum borrowing capacity	$ 400,000,000

XML

Debt - EQM $2.5 Billion Senior Notes (Details) - USD ($)	1 Months Ended
	Jun. 30, 2018	Jul. 23, 2018	Apr. 25, 2018	Mar. 31, 2018
RMP Credit Facility | Credit facility borrowings
Debt Instrument [Line Items]
Maximum borrowing capacity		$ 850,000,000		$ 336,000,000
EQM | EQM Senior notes
Debt Instrument [Line Items]
Net proceeds from offering	$ 2,465,800,000
Discount	11,800,000
Debt issuance costs	22,400,000
EQM | $2.5 Billion Senior Notes | Credit facility borrowings
Debt Instrument [Line Items]
Maximum borrowing capacity	$ 2,500,000,000.0		$ 2,500,000,000.0
EQM | EQM 4.75% Senior Notes due 2023 | EQM Senior notes
Debt Instrument [Line Items]
Interest rate (as a percent)	4.75%
Principal	$ 1,100,000,000.0
EQM | EQM 5.50% Senior Notes due 2028 | EQM Senior notes
Debt Instrument [Line Items]
Interest rate (as a percent)	5.50%
Principal	$ 850,000,000
EQM | EQM 6.50% Senior Notes due 2048 | EQM Senior notes
Debt Instrument [Line Items]
Interest rate (as a percent)	6.50%
Principal	$ 550,000,000

XML

Debt - EQM 4.125% and 4.00% Senior Notes (Details) - EQM - EQM Senior notes - USD ($)	Mar. 31, 2019	Dec. 31, 2016	Sep. 30, 2014
EQM 4.125% Senior Notes due 2026
Debt Instrument [Line Items]
Interest rate (as a percent)	4.125%	4.125%
Principal		$ 500,000,000
EQM 4.00% Senior Notes due 2024
Debt Instrument [Line Items]
Interest rate (as a percent)	4.00%		4.00%
Principal			$ 500,000,000

XML

Debt - EQM Term Loan Facility (Details) - $2.5 Billion Senior Notes - EQM - Line of credit - USD ($)			2 Months Ended
	Jun. 25, 2018	Apr. 25, 2018	Jun. 25, 2018	Jun. 30, 2018
Short-term Debt [Line Items]
Maximum borrowing capacity		$ 2,500,000,000.0		$ 2,500,000,000.0
Line of credit expiration period		364 days
Debt issuance costs	$ 3,000,000
Maximum amount of short term loans outstanding			$ 1,825,000,000
Average daily balance of short term loans outstanding			$ 1,231,000,000
Weighted average annual interest rate (as a percent)			3.30%

XML

Debt - RMP Credit Facility (Details) - USD ($)		3 Months Ended
	Jul. 23, 2018	Mar. 31, 2019	Mar. 31, 2018
Debt Instrument [Line Items]
Repayments of debt		$ 230,500,000	$ 128,000,000
RMP Credit Facility | Line of credit
Debt Instrument [Line Items]
Maximum borrowing capacity	$ 850,000,000		336,000,000
Repayments of debt	$ 260,000,000
Average daily balance of short term loans outstanding			$ 308,000,000
Weighted average annual interest rate (as a percent)			3.60%

XML

Fair Value Measurements (Details) - USD ($) $ in Millions	Mar. 31, 2019	Dec. 31, 2018
EQM | Level 3 | Fair Value | EES
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Preferred interest	$ 124	$ 122
EQM | Level 3 | Carrying Value | EES
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Preferred interest	114	115
EQM Senior notes | EQM | Fair Value, Measurements, Recurring | Level 2 | Fair Value
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Long-term debt	3,504	3,425
EQM Senior notes | EQM | Fair Value, Measurements, Recurring | Level 2 | Carrying Value
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Long-term debt	3,458	3,457
Equitrans Midstream Term Loans | Term Loans | Level 2 | Fair Value
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Long-term debt	602	590
Equitrans Midstream Term Loans | Term Loans | Level 2 | Carrying Value
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Long-term debt	$ 568	$ 568

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Earnings Per Share (Details) - USD ($)		3 Months Ended
	Nov. 12, 2018	Mar. 31, 2019	Mar. 31, 2018
Class of Stock [Line Items]
Common stock outstanding (in shares)		$ 254,683,550
Issuance of Equitrans Midstream common stock (in shares)	254,268,864
Potentially dilutive securities (in shares)		50,876	601,622
EQT Corporation and Subsidiaries | The Separation and Distribution Agreement
Class of Stock [Line Items]
Common stock outstanding (in shares)	$ 254,586,700
Equitrans Midstream | EQT Corporation and Subsidiaries
Class of Stock [Line Items]
Common stock outstanding (in shares)		$ 50,599,503

XML

Income Taxes (Details)	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
Income Tax Disclosure [Abstract]
Effective tax rate	14.00%	9.40%

XML

Consolidated Variable Interest Entities (Details) - USD ($) $ in Thousands		3 Months Ended
	Mar. 31, 2019	Mar. 31, 2019	Mar. 31, 2018	Dec. 31, 2018
Variable Interest Entity [Line Items]
Initial purchase price for the shared assets transaction	$ 49,700
Operating revenues		$ 389,782	$ 371,026
Operating expenses		121,768	105,228
Other expenses, net		(16,083)	(2,955)
Net income		251,931	262,843
Net cash provided by operating activities		160,973	283,958
Net cash used in investing activities		(350,357)	(286,529)
Net cash provided by financing activities		245,708	$ 29,388
Cash and cash equivalents
Variable Interest Entity [Line Items]
ASSETS	23,839	23,839		$ 17,515
Accounts receivable
Variable Interest Entity [Line Items]
ASSETS	259,340	259,340		254,390
Other current assets
Variable Interest Entity [Line Items]
ASSETS	13,286	13,286		14,909
Net property, plant and equipment
Variable Interest Entity [Line Items]
ASSETS	5,995,385	5,995,385		5,806,628
Investment in unconsolidated entity
Variable Interest Entity [Line Items]
ASSETS	1,673,325	1,673,325		1,510,289
Goodwill
Variable Interest Entity [Line Items]
ASSETS	1,123,813	1,123,813		1,123,813
Net intangible assets
Variable Interest Entity [Line Items]
ASSETS	565,726	565,726		576,113
Restricted cash
Variable Interest Entity [Line Items]
ASSETS	50,000	50,000		0
Other assets
Variable Interest Entity [Line Items]
ASSETS	183,871	183,871		152,464
Accounts payable
Variable Interest Entity [Line Items]
LIABILITIES	143,186	143,186		207,877
Capital contribution payable to the MVP Joint Venture
Variable Interest Entity [Line Items]
LIABILITIES	156,412	156,412		169,202
Accrued interest
Variable Interest Entity [Line Items]
LIABILITIES	41,302	41,302		80,199
Accrued liabilities
Variable Interest Entity [Line Items]
LIABILITIES	20,165	20,165		20,672
Credit facility borrowings
Variable Interest Entity [Line Items]
LIABILITIES	1,082,000	1,082,000		625,000
EQM Senior notes
Variable Interest Entity [Line Items]
LIABILITIES	3,457,981	3,457,981		3,456,639
Regulatory and other long-term liabilities
Variable Interest Entity [Line Items]
LIABILITIES	67,414	67,414		38,724
EES | Accounts receivable
Variable Interest Entity [Line Items]
ASSETS	182,200	182,200		174,800
EES | Accounts payable
Variable Interest Entity [Line Items]
LIABILITIES	$ 0	$ 0		$ 34,000

XML

Stock-based Compensation Plans (Details) - shares	Mar. 01, 2019	Jan. 01, 2019
Performance Shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Units granted (in shares)	726,835
Performance period	3 years
Performance Shares | Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Payout percentage	0.00%
Performance Shares | Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Payout percentage	200.00%
Performance Shares, Non-Cash
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Payout percentage	100.00%
Earned units (in shares)	496,768
Performance Shares, Cash
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Earned units (in shares)	230,067
Restricted Stock And Restricted Stock Unit Awards
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Performance period		3 years
Restricted Stock and Restricted Stock Unit Awards, Non-Cash
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Units granted (in shares)	331,180
Restricted Stock And Restricted Stock Unit Awards, Cash
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Units granted (in shares)	244,195